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8-K

Houlihan Lokey, Inc. (HLI)

8-K 2026-05-07 For: 2026-05-06
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 6, 2026

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-37537 95-2770395
(State or Other Jurisdiction of<br>Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)

10250 Constellation Blvd.

5th Floor

Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

310-553-8871

Registrant’s telephone number, including area code:

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 HLI New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.    Results of Operations and Financial Condition.

On May 6, 2026, Houlihan Lokey, Inc. issued a press release announcing its financial results for the fiscal year and fourth fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission pursuant to Item 2.02, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)  Exhibits

99.1    Press Release dated May 6, 2026

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2026 Houlihan Lokey, Inc.
By: /s/ J. Lindsey Alley
Name: J. Lindsey Alley
Position: Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release dated May 6, 2026

Document

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Houlihan Lokey Reports Fiscal Year and Fourth Quarter 2026 Financial Results

– Record Fiscal Year 2026 Revenues of $2.62 billion –

– Fiscal Year 2026 Diluted EPS of $6.22 –

– Adjusted Fiscal Year 2026 Diluted EPS of $7.56 –

– Fourth Quarter Fiscal 2026 Revenues of $636 million –

– Fourth Quarter Fiscal 2026 Diluted EPS of $1.47 –

– Adjusted Fourth Quarter Fiscal 2026 Diluted EPS of $1.63 –

– Announces a 16.7% increase in the Quarterly Dividend to $0.70 per Share –

LOS ANGELES - May 6, 2026 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its fiscal year and fourth quarter ended March 31, 2026. For the fiscal year, revenues were $2.62 billion, compared with $2.39 billion for the fiscal year ended March 31, 2025. For the fourth quarter ended March 31, 2026, revenues were $636 million, compared with $666 million for the fourth quarter ended March 31, 2025.

Net income attributable to Houlihan Lokey, Inc. was $426 million, or $6.22 per diluted share, for the fiscal year ended March 31, 2026, compared with $400 million, or $5.82 per diluted share, for the fiscal year ended March 31, 2025. Adjusted net income attributable to Houlihan Lokey, Inc. was $518 million, or $7.56 per diluted share, for the fiscal year ended March 31, 2026, compared with $434 million, or $6.29 per diluted share, for the fiscal year ended March 31, 2025.

Net income attributable to Houlihan Lokey, Inc. was $100 million, or $1.47 per diluted share, for the fourth quarter ended March 31, 2026, compared with $122 million, or $1.76 per diluted share, for the fourth quarter ended March 31, 2025. Adjusted net income attributable to Houlihan Lokey, Inc. was $111 million, or $1.63 per diluted share, for the fourth quarter ended March 31, 2026, compared with $136 million, or $1.96 per diluted share, for the fourth quarter ended March 31, 2025.

“Despite a challenging external environment, fiscal 2026 was another record year for our firm, demonstrating the resilience and diversification of our business model. Although there is some uncertainty in the market as we enter fiscal 2027, we remain optimistic about the prospects across all three of our business lines,” stated Scott Adelson, Chief Executive Officer of Houlihan Lokey.

Selected Financial Data

(In thousands, except per share data) U.S. GAAP
Three Months Ended March 31, Year Ended March 31,
2026 2025 2026 2025
Revenues by segment
Corporate Finance $ 433,766 $ 412,709 $ 1,744,634 $ 1,526,756
Financial Restructuring 110,383 164,546 528,655 544,478
Financial and Valuation Advisory 91,494 89,167 344,227 318,182
Revenues 635,643 666,422 2,617,516 2,389,416
Operating expenses:
Compensation 408,781 430,544 1,683,391 1,524,268
Non-compensation 101,714 94,822 407,106 362,581
Operating income 125,148 141,056 527,019 502,567
Other (income) expense, net (9,366) (9,199) (35,246) (28,768)
Income before provision for income taxes 134,514 150,255 562,265 531,335
Provision for income taxes 36,202 28,335 138,091 131,624
Net income 98,312 121,920 424,174 399,711
Net (income) loss attributable to noncontrolling interest 1,523 1,523
Net income attributable to Houlihan Lokey, Inc. $ 99,835 $ 121,920 $ 425,697 $ 399,711
Diluted earnings per share attributable to Houlihan Lokey, Inc. $ 1.47 $ 1.76 $ 6.22 $ 5.82

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Revenues

For the fiscal year ended March 31, 2026, revenues were $2.62 billion, compared with $2.39 billion for the fiscal year ended March 31, 2025. For the fiscal year ended March 31, 2026, Corporate Finance (“CF”) revenues increased 14%, Financial Restructuring (“FR”) revenues decreased (3)%, and Financial and Valuation Advisory (“FVA”) revenues increased 8% when compared with the fiscal year ended March 31, 2025.

For the fourth quarter ended March 31, 2026, revenues were $636 million, compared with $666 million for the fourth quarter ended March 31, 2025. For the fourth quarter ended March 31, 2026, CF revenues increased 5%, FR revenues decreased (33)%, and FVA revenues increased 3% when compared with the fourth quarter ended March 31, 2025.

Expenses

The Company’s compensation expenses, non-compensation expenses, and provision for income taxes during the periods presented and described below are on a GAAP and an adjusted basis.

U.S. GAAP Adjusted (Non-GAAP) *
Year Ended March 31,
($ in thousands) 2026 2025 2026 2025
Expenses:
Compensation $ 1,683,391 $ 1,524,268 $ 1,609,770 $ 1,469,491
% of Revenues 64.3 % 63.8 % 61.5 % 61.5 %
Non-compensation $ 407,106 $ 362,581 $ 364,671 $ 329,476
% of Revenues 15.6 % 15.2 % 13.9 % 13.8 %
Provision for income taxes $ 138,091 $ 131,624 $ 161,069 $ 184,782
% of Pre-tax income 24.6 % 24.8 % 23.7 % 29.8 %
U.S. GAAP Adjusted (Non-GAAP) *
--- --- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended March 31,
($ in thousands) 2026 2025 2026 2025
Expenses:
Compensation $ 408,781 $ 430,544 $ 390,918 $ 409,850
% of Revenues 64.3 % 64.6 % 61.5 % 61.5 %
Non-compensation $ 101,714 $ 94,822 $ 94,184 $ 85,265
% of Revenues 16.0 % 14.2 % 14.8 % 12.8 %
Provision for income taxes $ 36,202 $ 28,335 $ 50,249 $ 44,199
% of Pre-tax income 26.9 % 18.9 % 31.4 % 24.5 %

*Adjusted figures represent non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.

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Year Ended March 31, 2026 Compared to the Year Ended March 31, 2025

Compensation expenses were $1.68 billion for the fiscal year ended March 31, 2026, compared with $1.52 billion for the fiscal year ended March 31, 2025. This resulted in a compensation ratio of 64.3% for the fiscal year ended March 31, 2026, compared with 63.8% for the fiscal year ended March 31, 2025. Adjusted compensation expenses were $1.61 billion for the fiscal year ended March 31, 2026, compared with $1.47 billion for the fiscal year ended March 31, 2025. This resulted in an adjusted compensation ratio of 61.5% for both the fiscal year ended March 31, 2026 and March 31, 2025. The increase in GAAP and adjusted compensation expenses was a result of an increase in revenues for the year when compared with the prior year.

Non-compensation expenses were $407 million for the fiscal year ended March 31, 2026, compared with $363 million for the fiscal year ended March 31, 2025. The increase in non-compensation expenses was primarily a result of an increase in revaluation of acquisition contingent consideration, travel, meals, and entertainment, and information technology and communications expense. Adjusted non-compensation expenses were $365 million for the fiscal year ended March 31, 2026, compared with $329 million for the fiscal year ended March 31, 2025. The increase in adjusted non-compensation expenses was primarily a result of an increase in professional fees, travel, meals, and entertainment, information technology and communications, and depreciation and amortization when compared with the prior year.

The effective tax rate was 24.6% for the fiscal year ended March 31, 2026, compared with 24.8% for the fiscal year ended March 31, 2025. The adjusted effective tax rate was 23.7% for the fiscal year ended March 31, 2026, compared with 29.8% for the fiscal year ended March 31, 2025. The decrease in the Company’s adjusted effective tax rate was primarily a result of a policy change that we are no longer adjusting out the impact of stock-based compensation deductions.

Quarter Ended March 31, 2026 Compared to the Quarter Ended March 31, 2025

Compensation expenses were $409 million for the fourth quarter ended March 31, 2026, compared with $431 million for the fourth quarter ended March 31, 2025. This resulted in a compensation ratio of 64.3% for the fourth quarter ended March 31, 2026, compared with 64.6% for the fourth quarter ended March 31, 2025. Adjusted compensation expenses were $391 million for the fourth quarter ended March 31, 2026, compared with $410 million for the fourth quarter ended March 31, 2025. This resulted in an adjusted compensation ratio of 61.5% for both the fourth quarter ended March 31, 2026 and March 31, 2025. The decrease in GAAP and adjusted compensation expenses was a result of a decrease in revenues when compared with the same quarter last year.

Non-compensation expenses were $102 million for the fourth quarter ended March 31, 2026, compared with $95 million for the fourth quarter ended March 31, 2025. The increase in non-compensation expenses was primarily a result of an increase in travel, meals, and entertainment, rent, information technology and communications, and other operating expenses, partially offset by a decrease in depreciation and amortization. Adjusted non-compensation expenses were $94 million for the quarter ended March 31, 2026, compared with $85 million for the fourth quarter ended March 31, 2025. The increase in adjusted non-compensation expenses was primarily a result of an increase in travel, meals, and entertainment and information technology and communication expenses when compared with the same quarter last year.

The effective tax rate was 26.9% for the fourth quarter ended March 31, 2026, compared with 18.9% for the fourth quarter ended March 31, 2025. The increase in the Company’s effective tax rate for the fourth quarter ended March 31, 2026, relative to the same period in 2025, was primarily a result of increased state taxes and the release of a provision for an uncertain tax position during the fourth quarter ended March 31, 2025. The adjusted effective tax rate was 31.4% for the fourth quarter ended March 31, 2026, compared with 24.5% for the fourth quarter ended March 31, 2025. The increase in the Company’s adjusted effective tax rate during the fourth quarter ended March 31, 2026, relative to the same period in 2025, was primarily due to a larger quarterly true-up based on our annual adjusted effective tax rate.

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Segment Reporting for the Fourth Fiscal Quarter

Corporate Finance

CF revenues were $434 million for the fourth quarter ended March 31, 2026, compared with $413 million for the fourth quarter ended March 31, 2025. Revenues increased primarily due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions, partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a short-term trend in the average fee on closed transactions.

Three Months Ended March 31, Year Ended March 31,
($ in thousands) 2026 2025 2026 2025
Corporate Finance
Revenues $ 433,766 $ 412,709 $ 1,744,634 $ 1,526,756
# of Managing Directors (1) 251 240 251 240
# of Closed transactions (2) 171 147 644 564

Financial Restructuring

FR revenues were $110 million for the fourth quarter ended March 31, 2026, compared with $165 million for the fourth quarter ended March 31, 2025. Revenues decreased primarily due to a decrease in the average transaction fee on closed transactions and a decrease in the number of closed transactions. The lower average transaction fee on closed transactions resulted from transaction mix and does not represent a trend, while the reduction in transaction volume was driven by timing of transaction closings and does not represent a trend.

Three Months Ended March 31, Year Ended March 31,
($ in thousands) 2026 2025 2026 2025
Financial Restructuring
Revenues $ 110,383 $ 164,546 $ 528,655 $ 544,478
# of Managing Directors (1) 59 57 59 57
# of Closed transactions (2) 30 38 143 145

Financial and Valuation Advisory

FVA revenues were $91 million for the quarter ended March 31, 2026, compared with $89 million for the fourth quarter ended March 31, 2025. Revenues increased due to an increase in the number of Fee Events, driven by improvements in the M&A markets.

Three Months Ended March 31, Year Ended March 31,
($ in thousands) 2026 2025 2026 2025
Financial and Valuation Advisory
Revenues $ 91,494 $ 89,167 $ 344,227 $ 318,182
# of Managing Directors (1) 44 42 44 42
# of Fee Events (1) 1,248 1,224 2,519 2,441

(1)As of the end of the respective reporting period.

(2)A Fee Event includes any engagement that involves revenue activity during the measurement period based on a revenue minimum of one thousand dollars. References in this press release to closed transactions should be understood to be the same as transactions that are “effectively closed” as described in our annual report on Form 10-K.

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Other Announcements

The Board of Directors of the Company declared a regular quarterly cash dividend of $0.70 per share of Class A and Class B common stock. The dividend will be payable on June 15, 2026 to stockholders of record as of the close of business on June 1, 2026. Also in our fourth fiscal quarter, we repurchased 301 thousand shares as part of our share repurchase program. As of March 31, 2026, the Company had $1.36 billion of unrestricted cash and cash equivalents and investment securities.

Investor Conference Call and Webcast

The Company will host a conference call and live webcast at 5:00 p.m. Eastern Time on Wednesday, May 6, 2026, to discuss its full year and fourth quarter fiscal 2026 results. The number to call is 1-844-825-9789 (domestic) or 1-412-317-5180 (international). A live webcast will be available in the Investor Relations section of the Company’s website. A replay of the conference call will be available from May 6, 2026 through May 13, 2026, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10207810. A replay of the webcast will be archived and available on the Company’s website.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

As a supplement to our financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company presents certain adjusted (non-GAAP) measures of financial performance. These non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or as more important than, the financial information prepared and presented in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all of the items associated with the Company’s results of operations as determined in accordance with GAAP.

Adjusted net income, total and on a per share basis, and certain adjusted items used to determine adjusted net income, are presented and discussed in this earnings press release and are non-GAAP measures that management believes, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s financial and operating performance. The non-GAAP financial measures exclude the following items, as applicable in any given reporting period:

•certain acquisition related costs, including (1) acquisition related deferred retention payments, which may be settled in cash or common stock of the Company; (2) amortization of intangible assets recognized in purchase accounting; (3) fair value remeasurements of acquisition-related contingent consideration; and (4) other integration and acquisition related costs, including asset write offs or impairments;

•legal and other professional fees associated with the simplification of our legal entity structure that has resulted from acquisitions;

•the income tax adjustments associated with the non-tax adjustments above, utilizing the adjusted effective tax rate; and

•significant discrete tax related items, including (1) acquisition-related costs which are non-deductible for income tax purposes; (2) prior to fiscal year 2026, stock-based compensation tax deductions recognized upon vesting of stock-based awards, where the fair value at vesting exceeded the grant date fair value; and (3) other unusual or unique tax-related items and activities, including the reversal of deferred income taxes related to non-deductible expenses resulting from the senior management transition in fiscal 2025.

In the future, the Company may also consider whether other items should also be excluded in calculating the non-GAAP financial measures used by the Company.

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These non-GAAP measures facilitate comparison of operating performance between periods and help investors to understand our underlying operating results by excluding certain items that may not be indicative of the Company’s core business, operating results, or future outlook. We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that could affect an understanding of our ongoing financial and business performance or trends. Internally, management uses these non-GAAP financial measures, along with GAAP financial measures, in assessing the Company’s operating results.

The adjusted items included in this earnings press release as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these adjusted amounts are not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to the Company’s financial information determined under GAAP. For additional descriptions of the Company’s use of these adjusted items and a reconciliation with comparable GAAP items, see the section of this press release titled “Reconciliation of GAAP to Adjusted Financial Information.”

We encourage investors to review our GAAP financial statements and other regulatory filings for a comprehensive understanding of our financial condition, results of operations, and cash flows.

About Houlihan Lokey

Houlihan Lokey, Inc. (NYSE:HLI) is a leading global investment bank recognized for delivering independent strategic and financial advice to corporations, financial sponsors, and governments. With uniquely deep industry expertise, broad international reach, and a partnership approach rooted in trust, the firm provides innovative, integrated solutions across mergers and acquisitions, capital solutions, financial restructuring, and financial and valuation advisory. Our unmatched transaction volumes provide differentiated, data-driven perspectives that help our clients achieve their most critical goals. To learn more about Houlihan Lokey, please visit HL.com.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share data and par value) March 31, 2026 March 31, 2025
Assets:
Cash and cash equivalents $ 1,189,454 $ 971,007
Investment securities 170,271 195,624
Accounts receivable, net of allowance for credit losses 228,307 257,326
Unbilled work in process, net of allowance for credit losses 271,243 157,760
Property and equipment, net 142,876 149,350
Operating lease right-of-use assets 407,454 362,669
Goodwill 1,395,857 1,284,589
Other intangible assets, net 204,202 212,670
Other assets 299,291 228,713
Total assets $ 4,308,955 $ 3,819,708
Liabilities, temporary equity and stockholders' equity
Liabilities:
Accrued salaries and bonuses $ 1,076,593 $ 936,619
Accounts payable and accrued expenses 135,944 137,228
Operating lease liabilities 492,108 438,185
Other liabilities 151,379 132,799
Total liabilities 1,856,024 1,644,831
Redeemable noncontrolling interest 110,554
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 54,220,275 and 53,822,189 shares, respectively 54 54
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 15,266,333 and 16,021,106 shares, respectively 15 16
Additional paid-in capital 746,118 843,350
Retained earnings 1,645,100 1,394,738
Accumulated other comprehensive loss (48,910) (63,281)
Total stockholders’ equity 2,342,377 2,174,877
Total liabilities, temporary equity and stockholders’ equity $ 4,308,955 $ 3,819,708

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended March 31, Year Ended March 31,
(In thousands, except share and per share data) 2026 2025 2026 2025
Revenues $ 635,643 $ 666,422 $ 2,617,516 $ 2,389,416
Operating expenses:
Employee compensation and benefits 390,918 409,850 1,609,770 1,469,491
Acquisition related compensation and benefits 17,863 20,694 73,621 54,777
Travel, meals, and entertainment 18,540 14,893 72,431 64,917
Rent 24,308 21,165 79,810 77,882
Depreciation and amortization 8,044 15,409 42,634 41,270
Information technology and communications 21,297 18,511 76,170 69,400
Professional fees 11,410 11,304 45,143 41,202
Other operating expenses 18,115 15,391 73,023 68,933
Revaluation of acquisition contingent consideration (1,851) 17,895 (1,023)
Total operating expenses 510,495 525,366 2,090,497 1,886,849
Operating income 125,148 141,056 527,019 502,567
Other (income) expense, net (9,366) (9,199) (35,246) (28,768)
Income before provision for income taxes 134,514 150,255 562,265 531,335
Provision for income taxes 36,202 28,335 138,091 131,624
Net income 98,312 121,920 424,174 399,711
Net (income) loss attributable to noncontrolling interest 1,523 1,523
Net income attributable to Houlihan Lokey, Inc. $ 99,835 $ 121,920 $ 425,697 $ 399,711
Weighted average shares of common stock outstanding:
Basic 66,341,893 66,216,014 66,547,768 65,724,473
Fully diluted 68,066,209 69,183,454 68,434,896 68,658,347
Earnings per share
Basic $ 1.50 $ 1.84 $ 6.40 $ 6.08
Fully diluted $ 1.47 $ 1.76 $ 6.22 $ 5.82

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION

(UNAUDITED)

Three Months Ended March 31, Year Ended March 31,
(In thousands, except share and per share data) 2026 2025 2026 2025
Revenues $ 635,643 $ 666,422 $ 2,617,516 $ 2,389,416
Compensation expenses
Compensation expenses (GAAP) $ 408,781 $ 430,544 $ 1,683,391 $ 1,524,268
Less: Acquisition related compensation and benefits (1) (17,863) (20,694) (73,621) (54,777)
Compensation expenses (adjusted) 390,918 409,850 1,609,770 1,469,491
Non-compensation expenses
Non-compensation expenses (GAAP) $ 101,714 $ 94,822 $ 407,106 $ 362,581
Less: Acquisition related legal structure reorganization (2) (1,754) (1,467) (6,578)
Less: Integration and acquisition related costs (3) (5,824) (7,993) (8,222)
Less: Acquisition amortization (4) (1,706) (9,654) (15,080) (19,328)
Less: Revaluation of acquisition contingent consideration (5) 1,851 (17,895) 1,023
Non-compensation expenses (adjusted) 94,184 85,265 364,671 329,476
Operating income
Operating income (GAAP) $ 125,148 $ 141,056 $ 527,019 $ 502,567
Plus: Adjustments (6) 25,393 30,251 116,056 87,882
Operating income (adjusted) 150,541 171,307 643,075 590,449
Other (income) expense, net
Other (income) expense, net (GAAP) $ (9,366) $ (9,199) $ (35,246) $ (28,768)
Other (income) expense, net (adjusted) (9,366) (9,199) (35,246) (28,768)
Provision for income taxes
Provision for income taxes (GAAP) $ 36,202 $ 28,335 $ 138,091 $ 131,624
Plus (less): Impact of the excess tax benefit for stock vesting (7) (1,582) 20,339
Plus: Release of the provision for an uncertain tax position as a result of the successful closure of a city audit 11,954 11,954
Less: Non-deductible acquisition related costs (8) (1,277) (2,208) (4,580) (3,670)
Less: Reversal of deferred tax asset (9) (1,690)
Adjusted provision for income taxes 34,925 36,499 133,511 158,557
Plus: Resulting tax impact (10) 15,324 7,700 27,558 26,225
Provision for income taxes (adjusted) 50,249 44,199 161,069 184,782
Net (income) loss attributable to noncontrolling interest
Net (income) loss attributable to noncontrolling interest (GAAP) $ 1,523 $ $ 1,523 $
Less: Impact of adjustments on noncontrolling interest, net of tax (11) (398) (398)
Net (income) loss attributable to noncontrolling interest (adjusted) 1,125 1,125
Net income attributable to Houlihan Lokey, Inc.
Net income attributable to Houlihan Lokey, Inc. (GAAP) $ 99,835 $ 121,920 $ 425,697 $ 399,711
Plus: Adjustments (12) 10,948 14,387 92,680 34,724
Net income attributable to Houlihan Lokey, Inc. (adjusted) $ 110,783 $ 136,307 $ 518,377 $ 434,435
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 68,066,209 69,183,454 68,434,896 68,658,347
Plus: Impact of unvested GCA retention and deferred share awards 282,498 170,251 406,479
Fully diluted shares outstanding (adjusted) 68,066,209 69,465,952 68,605,147 69,064,826
Fully diluted EPS (GAAP) $ 1.47 $ 1.76 $ 6.22 $ 5.82
Fully diluted EPS (adjusted) $ 1.63 $ 1.96 $ 7.56 $ 6.29

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Notes to Reconciliation of GAAP to Adjusted Financial Information

(1)Reflects acquisition related deferred retention payments.

(2)Reflects legal and other professional fees associated with the simplification of our legal entity structure that has resulted from acquisitions.

(3)Reflects integration and acquisition related costs, including asset write offs or impairments.

(4)Reflects amortization of intangible assets recognized in purchase accounting from our acquisitions.

(5)Reflects the fair value remeasurement of acquisition‑related contingent consideration.

(6)The aggregate of adjustments from compensation and non-compensation expenses.

(7)Prior to fiscal 2026, reflects the exclusion of tax effects recognized upon the vesting of stock-based awards, which result from the difference between the fair value at vesting and the grant date fair value.

(8)Reflects acquisition-related costs which are non-deductible for income tax purposes.

(9)Represents the reversal of deferred income taxes related to non-deductible expenses resulting from the senior management transition in fiscal 2025.

(10)Reflects the tax impact of utilizing the adjusted effective tax rate on the non-tax adjustments identified above.

(11)Reflects the impact of adjustments attributable to the noncontrolling interest, net of tax.

(12)Consists of all adjustments identified above, net of the associated tax impact.

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