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Get filing alertsHoulihan Lokey registers 365,078 shares for resale by former acquisition sellers
Filed August 13, 2026 · Period ending August 13, 2026 · ~1 min read
Key Changes
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Filed prospectus supplement enabling resale of 255,422 Class A shares by former Waller Helms Advisors members from December 2024 acquisition, including earnout shares issued January 2026.
Item 8.01 verify on EDGAR → -
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Registered 109,656 Class A shares for former 7 Mile Advisors members from December 2023 acquisition, including 27,303 shares from convertible note conversion in December 2025.
Item 8.01 verify on EDGAR → -
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Replaced August 2023 shelf registration statement with new Form S-3 filed August 10, 2026, re-registering previously covered shares under the updated shelf.
Item 8.01 verify on EDGAR →
Summary
Houlihan Lokey filed a prospectus supplement enabling resale of 365,078 Class A shares by former owners of two acquired advisory firms. The larger block—255,422 shares—comes from the December 2024 Waller Helms Advisors acquisition, including earnout shares issued in January 2026 when performance targets were met.
An additional 109,656 shares are registered for former 7 Mile Advisors members from the December 2023 acquisition, including shares from a convertible note conversion in December 2025. This is a routine post-acquisition registration allowing selling shareholders to liquidate their equity consideration.
The shares were previously registered under a 2023 shelf statement that the company replaced with a new Form S-3 on August 10, 2026. The filing represents potential selling pressure of approximately 365,000 shares, though the timing and pace of any sales remain at the discretion of the selling shareholders. For context on dilution impact, investors should compare this share count to Houlihan Lokey's total shares outstanding.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
255,422 shares of the Company’s Class A common stock issuable upon conversion of a like number of shares of the Company’s Class B common stock by the former members of Waller Helms Advisors LLC, an Illinois limited liability company, that the Company acquired in December 2024 (the “Waller Helms Acquisition”), or their pledgees, donees, transferees or other successors in interest (the “Waller Helms Sellers”), consisting of 255,422 shares of Class A common stock issuable upon the conversion of a like number of shares of the Company’s Class B common stock that were issued in December 2024 upon the closing of the Waller Helms Acquisition and on January 20, 2026 upon the attainment of certain post-closing performance targets
The company filed a prospectus supplement allowing former Waller Helms members to resell up to 255,422 Class A shares (convertible from Class B shares). These shares were issued at closing in December 2024 and upon hitting performance targets in January 2026. This enables selling shareholders to liquidate their equity consideration from the acquisition.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
All of the securities being registered for resale pursuant to such prospectus supplement were previously registered for resale under a prior Registration Statement on Form S-3 filed on August 11, 2023 (File No. 333-273952) and various related prospectus supplements. Such prior Registration Statement was replaced by the Registration Statement on Form S-3 filed by the Company on August 10, 2026 (File No. 333-298200).
The company replaced its August 2023 shelf registration statement with a new one filed August 10, 2026. The shares being registered were previously covered under the old registration but are now being re-registered under the new shelf. This is a routine administrative update to maintain an effective registration for selling shareholders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify