Private Placement Form 8 K

On December 5, 2024, Houlihan Lokey, Inc. (the "Company") closed its previously announced acquisition (the "Acquisition") of all of the interests of Waller Helms Advisors LLC, an Illinois limited liability company. In connection with the closing of the Acquisition, as partial consideration for the Acquisition, the Company issued to the sellers an aggregate of 635,834 shares (the "Closing Shares") of the Company's Class B common stock, par value $0.001 per share ("Class B common stock"), consisting of (i) 386,428 shares of Class B common stock that are fully vested and (ii) 249,406 shares of Class B common stock that are subject to certain repurchase rights in favor of the Company.

Based upon the achievement of certain post-closing revenue performance measures over four measurement periods following the closing of the Acquisition, the Company has agreed to issue additional fully-vested shares of Class B common stock with a maximum aggregate value of up to approximately $60.0 million (the "Earn-Out Shares"), in each case, to be calculated using the trailing 10-day average closing price for the Company's Class A common stock, $0.001 par value per share ( "Class A common stock"), immediately prior to the last date of the applicable measurement period.

The issuance of the Closing Shares to the sellers in connection with the Acquisition was, and the issuances of the Earn-Out Shares will be, made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated under the Securities Act, as transactions not involving a public offering. The Company has entered into a registration rights agreement with the sellers, pursuant to which the Company has agreed to use commercially reasonable efforts to register for resale under the Securities Act the Class A common stock into which the Closing Shares and Earn-Out Shares are convertible.