8-K

HOULIHAN LOKEY, INC. (HLI)

8-K 2025-10-31 For: 2025-10-30
View Original
Added on April 04, 2026

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):

October 30, 2025

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 October 30, 2025, Houlihan Lokey, Inc. issued a press release announcing its financial results for the second fiscal quarter ended September 30, 2025. 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 October 30, 2025

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: October 30, 2025 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 October 30, 2025

Document

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Houlihan Lokey Reports Second Quarter Fiscal 2026 Financial Results

– Second Quarter Fiscal 2026 Revenues of $659 million –

– Second Quarter Fiscal 2026 Diluted EPS of $1.63 –

– Adjusted Second Quarter Fiscal 2026 Diluted EPS of $1.84 –

– Announces Dividend of $0.60 per Share for Third Quarter Fiscal 2026 –

LOS ANGELES and NEW YORK - October 30, 2025 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its second quarter ended September 30, 2025.

For the second quarter ended September 30, 2025, revenues were $659 million, compared with $575 million for the second quarter ended September 30, 2024. Net income was $112 million, or $1.63 per diluted share, for the second quarter ended September 30, 2025, compared with $94 million, or $1.37 per diluted share, for the second quarter ended September 30, 2024. Adjusted net income for the second quarter ended September 30, 2025 was $127 million, or $1.84 per diluted share, compared with $100 million, or $1.46 per diluted share, for the second quarter ended September 30, 2024.

“Our results for the quarter reflect our strong business model and improving market conditions. We enter the second half of the year with optimism for continued momentum,” stated Scott Adelson, Chief Executive Officer of Houlihan Lokey.

Selected Financial Data

(In thousands, except per share data) U.S. GAAP
Three Months Ended September 30, Six Months Ended September 30,
2025 2024 2025 2024
Revenues by segment
Corporate Finance $ 438,661 $ 364,028 $ 837,180 $ 692,445
Financial Restructuring 133,803 131,568 262,019 248,990
Financial and Valuation Advisory 86,988 79,361 165,602 147,131
Revenues $ 659,452 $ 574,957 $ 1,264,801 $ 1,088,566
Operating expenses:
Compensation $ 423,202 $ 360,637 $ 816,039 $ 690,753
Non-compensation 84,909 83,651 207,621 172,404
Operating income 151,341 130,669 241,141 225,409
Other (income) expense, net (8,712) (5,419) (16,962) (10,553)
Income before provision for income taxes 160,053 136,088 258,103 235,962
Provision for income taxes 48,272 42,539 48,789 53,473
Net income $ 111,781 $ 93,549 $ 209,314 $ 182,489
Diluted earnings per share $ 1.63 $ 1.37 $ 3.04 $ 2.67

Revenues

For the second quarter ended September 30, 2025, revenues were $659 million, compared with $575 million for the second quarter ended September 30, 2024. For the second quarter ended September 30, 2025, Corporate Finance (“CF”) revenues increased 21%, Financial Restructuring (“FR”) revenues increased 2%, and Financial and Valuation Advisory (“FVA”) revenues increased 10%, in each case, when compared with the second quarter ended September 30, 2024.

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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) *
Three Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Expenses:
Compensation $ 423,202 $ 360,637 $ 405,562 $ 353,599
% of Revenues 64.2 % 62.7 % 61.5 % 61.5 %
Non-compensation $ 84,909 $ 83,651 $ 82,319 $ 80,879
% of Revenues 12.9 % 14.5 % 12.5 % 14.1 %
Per full-time employee (1) $ 31 $ 32 $ 30 $ 31
Provision for income taxes $ 48,272 $ 42,539 $ 53,518 $ 45,610
% of Pre-tax income 30.2 % 31.3 % 29.7 % 31.3 %

*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.

(1)Calculated using the average of the number of full-time employees at the beginning of the reporting period and the end of the reporting period.

U.S. GAAP Adjusted (Non-GAAP) *
Six Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Expenses:
Compensation $ 816,039 $ 690,753 $ 777,851 $ 669,468
% of Revenues 64.5 % 63.5 % 61.5 % 61.5 %
Non-compensation $ 207,621 $ 172,404 $ 176,788 $ 161,209
% of Revenues 16.4 % 15.8 % 14.0 % 14.8 %
Per full-time employee (1) $ 76 $ 65 $ 65 $ 61
Provision for income taxes $ 48,789 $ 53,473 $ 52,355 $ 83,849
% of Pre-tax income 18.9 % 22.7 % 16.0 % 31.2 %

*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.

(1)Calculated using the average of the number of full-time employees at the beginning of the reporting period and the end of the reporting period.

Compensation expenses were $423 million for the second quarter ended September 30, 2025, compared with $361 million for the second quarter ended September 30, 2024. This resulted in a compensation ratio of 64.2% for the second quarter ended September 30, 2025, compared with 62.7% for the second quarter ended September 30, 2024. Adjusted compensation expenses were $406 million for the second quarter ended September 30, 2025, compared with $354 million for the second quarter ended September 30, 2024. This resulted in an adjusted compensation ratio of 61.5% for both the second quarter ended September 30, 2025 and the second quarter ended September 30, 2024. The increase in GAAP and adjusted compensation expenses was a result of an increase in revenues for the quarter when compared with the same quarter last year.

Non-compensation expenses were relatively flat at $85 million for the second quarter ended September 30, 2025, compared with $84 million for the second quarter ended September 30, 2024. Adjusted non-compensation expenses were relatively flat at $82 million for the second quarter ended September 30, 2025, compared with $81 million for the second quarter ended September 30, 2024.

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The provision for income taxes was $48 million, representing an effective tax rate of 30.2% for the second quarter ended September 30, 2025, compared with $43 million, representing an effective tax rate of 31.3% for the second quarter ended September 30, 2024. The adjusted provision for income taxes was $54 million, representing an adjusted effective tax rate of 29.7% for the second quarter ended September 30, 2025, compared with $46 million, representing an adjusted effective tax rate of 31.3% for the second quarter ended September 30, 2024.

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Segment Reporting for the Second Fiscal Quarter

Corporate Finance

CF revenues were $439 million for the second quarter ended September 30, 2025, compared with $364 million for the second quarter ended September 30, 2024, representing an increase of 21%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for M&A and Capital Solutions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Corporate Finance
Revenues $ 438,661 $ 364,028 $ 837,180 $ 692,445
# of Managing Directors (1) 242 224 242 224
# of Closed transactions (2) 171 131 296 247

Financial Restructuring

FR revenues were $134 million for the second quarter ended September 30, 2025, compared with $132 million for the second quarter ended September 30, 2024, representing an increase of 2%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Financial Restructuring
Revenues $ 133,803 $ 131,568 $ 262,019 $ 248,990
# of Managing Directors (1) 58 58 58 58
# of Closed transactions (2) 37 33 72 66

Financial and Valuation Advisory

FVA revenues were $87 million for the second quarter ended September 30, 2025, compared with $79 million for the second quarter ended September 30, 2024, representing an increase of 10%. Revenues increased due to an increase in the number of Fee Events, driven by improvements in the M&A markets.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Financial and Valuation Advisory
Revenues $ 86,988 $ 79,361 $ 165,602 $ 147,131
# of Managing Directors (1) 45 41 45 41
# of Fee Events (2) 1,075 903 1,517 1,316

(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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Balance Sheet and Capital Allocation

The Board of Directors of the Company declared a regular quarterly cash dividend of $0.60 per share of Class A and Class B common stock. The dividend will be payable on December 15, 2025 to stockholders of record as of the close of business on December 1, 2025. As of September 30, 2025, the Company had $1.11 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 Thursday, October 30, 2025, to discuss its second quarter fiscal 2026 results. The number to call is 1-844-825-9789 (domestic) or 1-412-317-5180 (international) and entering the conference ID 10203876. 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 October 30, 2025 through November 6, 2025, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10203876. 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

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 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 a description 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.” Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations, and cash flows.

About Houlihan Lokey

Houlihan Lokey, Inc. (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital solutions, financial restructuring, and financial and valuation advisory. Houlihan Lokey serves corporations, institutions, and governments worldwide with offices in the Americas, Europe, the Middle East, and the Asia Pacific region. Independent advice and intellectual rigor are hallmarks of the firm’s commitment to client success across its advisory services. The firm is the No. 1 investment bank for all global M&A transactions for the past two years, the No. 1 M&A advisor for the past 10 years in the U.S., the No. 1 global restructuring advisor for the past 11 years, and the No. 1 global M&A fairness opinion advisor over the past 25 years, all based on number of transactions and according to data provided by LSEG.

For more information, please visit www.HL.com.

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Contact Information

Investor Relations<br>212.331.8225<br>IR@HL.com OR Media Relations<br>212.331.8223<br>PR@HL.com

Appendix

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Income (Unaudited)

Reconciliation of GAAP to Adjusted Financial Information (Unaudited)

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share data and par value) September 30, 2025 March 31, 2025
Assets:
Cash and cash equivalents $ 923,576 $ 971,007
Investment securities 184,642 195,624
Accounts receivable, net of allowance for credit losses 251,156 257,326
Unbilled work in process, net of allowance for credit losses 191,248 157,760
Property and equipment, net 145,193 149,350
Operating lease right-of-use assets 352,622 362,669
Goodwill 1,292,121 1,284,589
Other intangible assets, net 200,881 212,670
Other assets 251,926 228,713
Total assets $ 3,793,365 $ 3,819,708
Liabilities and stockholders' equity
Liabilities:
Accrued salaries and bonuses $ 822,763 $ 936,619
Accounts payable and accrued expenses 108,861 137,228
Operating lease liabilities 432,899 438,185
Other liabilities 181,950 132,799
Total liabilities 1,546,473 1,644,831
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 54,573,369 and 53,822,189 shares, respectively 55 54
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 15,564,859 and 16,021,106 shares, respectively 16 16
Additional paid-in capital 759,693 843,350
Retained earnings 1,516,154 1,394,738
Accumulated other comprehensive loss (29,026) (63,281)
Total stockholders’ equity 2,246,892 2,174,877
Total liabilities and stockholders’ equity $ 3,793,365 $ 3,819,708

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except share and per share data) 2025 2024 2025 2024
Revenues $ 659,452 $ 574,957 $ 1,264,801 $ 1,088,566
Operating expenses:
Employee compensation and benefits 405,562 353,599 777,851 669,468
Acquisition related compensation and benefits 17,640 7,038 38,188 21,285
Travel, meals, and entertainment 15,168 13,570 35,155 32,082
Rent 17,750 15,174 35,979 34,458
Depreciation and amortization 10,303 7,444 26,293 16,300
Information technology and communications 16,704 17,755 34,516 33,944
Professional fees 10,321 9,677 21,993 18,154
Other operating expenses 14,663 20,031 35,790 36,638
Revaluation of acquisition contingent consideration 17,895 828
Total operating expenses 508,111 444,288 1,023,660 863,157
Operating income 151,341 130,669 241,141 225,409
Other (income) expense, net (8,712) (5,419) (16,962) (10,553)
Income before provision for income taxes 160,053 136,088 258,103 235,962
Provision for income taxes 48,272 42,539 48,789 53,473
Net income $ 111,781 $ 93,549 $ 209,314 $ 182,489
Weighted average shares of common stock outstanding:
Basic 66,963,260 65,822,690 66,605,683 65,429,115
Fully diluted 68,591,031 68,422,600 68,760,543 68,450,866
Earnings per share
Basic $ 1.67 $ 1.42 $ 3.14 $ 2.79
Fully diluted $ 1.63 $ 1.37 $ 3.04 $ 2.67

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION

(UNAUDITED)

Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except share and per share data) 2025 2024 2025 2024
Revenues $ 659,452 $ 574,957 $ 1,264,801 $ 1,088,566
Compensation expenses
Compensation expenses (GAAP) $ 423,202 $ 360,637 $ 816,039 $ 690,753
Less: Acquisition related compensation and benefits (17,640) (7,038) (38,188) (21,285)
Compensation expenses (adjusted) 405,562 353,599 777,851 669,468
Non-compensation expenses
Non-compensation expenses (GAAP) $ 84,909 $ 83,651 $ 207,621 $ 172,404
Less: Acquisition related legal structure reorganization (705) (874) (1,205)
Less: Integration and acquisition related costs (3,554)
Less: Acquisition amortization (2,590) (2,067) (12,064) (5,608)
Less: Revaluation of acquisition contingent consideration (17,895) (828)
Non-compensation expenses (adjusted) 82,319 80,879 176,788 161,209
Operating income
Operating income (GAAP) $ 151,341 $ 130,669 $ 241,141 $ 225,409
Plus: Adjustments (1) 20,230 9,810 69,021 32,480
Operating income (adjusted) 171,571 140,479 310,162 257,889
Other (income) expense, net
Other (income) expense, net (GAAP) $ (8,712) $ (5,419) $ (16,962) $ (10,553)
Other (income) expense, net (adjusted) (8,712) (5,419) (16,962) (10,553)
Provision for income taxes
Provision for income taxes (GAAP) $ 48,272 $ 42,539 $ 48,789 $ 53,473
Plus: Impact of the excess tax benefit for stock vesting 21,921
Less: Non-deductible acquisition related costs (759) (2,053)
Less: Reversal of deferred tax asset (1,690)
Adjusted provision for income taxes 47,513 42,539 46,736 73,704
Plus: Resulting tax impact (2) 6,005 3,071 5,619 10,145
Provision for income taxes (adjusted) 53,518 45,610 52,355 83,849
Net income
Net income (GAAP) $ 111,781 $ 93,549 $ 209,314 $ 182,489
Plus: Adjustments (3) 14,984 6,739 65,455 2,104
Net income (adjusted) $ 126,765 $ 100,288 $ 274,769 $ 184,593
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 68,591,031 68,422,600 68,760,543 68,450,866
Plus: Impact of unvested GCA retention and deferred share awards 313,996 458,865 349,380 532,840
Fully diluted shares outstanding (adjusted) 68,905,027 68,881,465 69,109,923 68,983,706
Fully diluted EPS (GAAP) $ 1.63 $ 1.37 $ 3.04 $ 2.67
Fully diluted EPS (adjusted) $ 1.84 $ 1.46 $ 3.98 $ 2.68

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

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

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

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