8-K
HOULIHAN LOKEY, INC. (HLI)
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):
July 29, 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 July 29, 2025, Houlihan Lokey, Inc. issued a press release announcing its financial results for the first fiscal quarter ended June 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 July 29, 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: | July 29, 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 July 29, 2025 |
Document
Houlihan Lokey Reports First Quarter Fiscal 2026 Financial Results
– First Quarter Fiscal 2026 Revenues of $605 million –
– First Quarter Fiscal 2026 Diluted EPS of $1.42 –
– Adjusted First Quarter Fiscal 2026 Diluted EPS of $2.14 –
– Announces Dividend of $0.60 per Share for Second Quarter Fiscal 2026 –
LOS ANGELES and NEW YORK - July 29, 2025 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its first quarter ended June 30, 2025.
For the first quarter ended June 30, 2025, revenues were $605 million, compared with $514 million for the first quarter ended June 30, 2024. Net income was $98 million, or $1.42 per diluted share, for the first quarter ended June 30, 2025, compared with $89 million, or $1.30 per diluted share, for the first quarter ended June 30, 2024. Adjusted net income for the first quarter ended June 30, 2025 was $148 million, or $2.14 per diluted share, compared with $84 million, or $1.22 per diluted share, for the first quarter ended June 30, 2024.
“We began fiscal 2026 with momentum across our business, despite an uncertain environment, and concluded the first quarter with solid performance by all three of our business lines. We continue to see the benefits of our diversified business model, particularly across industry and geography. While forecasts remain difficult in the current environment, we are cautiously optimistic that we can continue to build on this momentum in fiscal 2026,” stated Scott Adelson, Chief Executive Officer of Houlihan Lokey.
Selected Financial Data
| (In thousands, except per share data) | U.S. GAAP | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | ||||||
| 2025 | 2024 | |||||
| Revenues by segment | ||||||
| Corporate Finance | $ | 398,519 | $ | 328,417 | ||
| Financial Restructuring | 128,216 | 117,422 | ||||
| Financial and Valuation Advisory | 78,614 | 67,770 | ||||
| Revenues | $ | 605,349 | $ | 513,609 | ||
| Operating expenses: | ||||||
| Employee compensation and benefits | $ | 392,837 | $ | 330,116 | ||
| Non-compensation expenses | 122,712 | 88,753 | ||||
| Operating income | 89,800 | 94,740 | ||||
| Other income, net | (8,250) | (5,134) | ||||
| Income before provision for income taxes | 98,050 | 99,874 | ||||
| Provision for income taxes | 517 | 10,934 | ||||
| Net income | $ | 97,533 | $ | 88,940 | ||
| Diluted earnings per share attributable to Houlihan Lokey, Inc. | $ | 1.42 | $ | 1.30 |
Revenues
For the first quarter ended June 30, 2025, revenues were $605 million, compared with $514 million for the first quarter ended June 30, 2024. For the first quarter ended June 30, 2025, Corporate Finance (“CF”) revenues increased 21%, Financial Restructuring (“FR”) revenues increased 9%, and Financial and Valuation Advisory (“FVA”) revenues increased 16% when compared with the first quarter ended June 30, 2024.
Expenses
The Company’s employee compensation and benefits expenses, non-compensation expenses, and provision for income taxes during the periods presented and described below are on a GAAP and an adjusted basis.
| U.S. GAAP | Adjusted (Non-GAAP) * | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, | ||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Expenses: | ||||||||||||
| Employee compensation and benefits | $ | 392,837 | $ | 330,116 | $ | 372,289 | $ | 315,869 | ||||
| % of Revenues | 64.9 | % | 64.3 | % | 61.5 | % | 61.5 | % | ||||
| Non-compensation | $ | 122,712 | $ | 88,753 | $ | 94,469 | $ | 80,330 | ||||
| % of Revenues | 20.3 | % | 17.3 | % | 15.6 | % | 15.6 | % | ||||
| Per full-time employee (1) | $ | 46 | $ | 34 | $ | 35 | $ | 31 | ||||
| Provision/(benefit) for income taxes | $ | 517 | $ | 10,934 | $ | (1,164) | $ | 38,239 | ||||
| % of Pre-tax income | 0.5 | % | 10.9 | % | (0.8) | % | 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.
Employee compensation and benefits expenses were $393 million for the first quarter ended June 30, 2025, compared with $330 million for the first quarter ended June 30, 2024. Adjusted employee compensation and benefits expenses were $372 million for the first quarter ended June 30, 2025, compared with $316 million for the first quarter ended June 30, 2024. This resulted in an adjusted compensation ratio of 61.5% for both the first quarter ended June 30, 2025 and June 30, 2024. The increase in GAAP and adjusted employee compensation and benefits expenses was primarily a result of an increase in revenues for the quarter when compared with the same quarter last year.
Non-compensation expenses were $123 million for the first quarter ended June 30, 2025, compared with $89 million for the first quarter ended June 30, 2024. The increase in GAAP non-compensation expenses was primarily a result of increases in revaluation of acquisition contingent consideration, depreciation and amortization, and other operating expenses. Adjusted non-compensation expenses were $94 million for the first quarter ended June 30, 2025, compared with $80 million for the first quarter ended June 30, 2024. The increase in adjusted non-compensation expenses was primarily a result of increases in other operating expenses and professional fees for the quarter when compared with the same quarter last year.
The provision for income taxes was $1 million, representing an effective tax rate of 0.5% for the first quarter ended June 30, 2025, compared with $11 million, representing an effective tax rate of 10.9%, for the first quarter ended June 30, 2024. The decrease in the Company’s GAAP effective tax rate was primarily a result of increased stock-based compensation deductions. The adjusted (benefit)/provision for income taxes was ($1) million, representing an adjusted effective tax rate of (0.8)% for the first quarter ended June 30, 2025, compared with $38 million, representing an adjusted effective tax rate of 31.2% for the first quarter ended June 30, 2024. 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. Had we not made the adjustment for stock-based compensation deductions to the first quarter ended June 30, 2024, our adjusted effective tax rate for the quarter would have been 9.3%.
Segment Reporting for the First Quarter
Corporate Finance
CF revenues were $399 million for the first quarter ended June 30, 2025, compared with $328 million for the first quarter ended June 30, 2024, representing an increase of 21%. Revenues increased primarily due to an increase in the average transaction fee on closed transactions. The increase in the average transaction fee on closed transactions was driven by transaction mix, and does not represent a trend in the average transaction fee on closed transactions.
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | ||
| Corporate Finance | ||||
| Revenues | $ | 398,519 | $ | 328,417 |
| # of Managing Directors | 244 | 228 | ||
| # of Closed transactions (1) | 125 | 116 |
Financial Restructuring
FR revenues increased 9% to $128 million for the first quarter ended June 30, 2025, compared with $117 million for the first quarter ended June 30, 2024. Revenues increased primarily due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions.
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | ||
| Financial Restructuring | ||||
| Revenues | $ | 128,216 | $ | 117,422 |
| # of Managing Directors | 58 | 58 | ||
| # of Closed transactions (1) | 35 | 33 |
Financial and Valuation Advisory
FVA revenues increased 16% to $79 million for the first quarter ended June 30, 2025, compared with $68 million for the first quarter ended June 30, 2024. Revenues increased primarily due to an increase in the number of Fee Events. The increase in the number of Fee Events was driven by increasing our client base and expanding our scope of work for existing clients in one or more of the service lines within our FVA business.
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | ||
| Financial and Valuation Advisory | ||||
| Revenues | $ | 78,614 | $ | 67,770 |
| # of Managing Directors | 45 | 42 | ||
| # of Fee Events (1) | 957 | 847 |
(1)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 periodic reports on Forms 10-K and 10-Q.
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 September 15, 2025 to stockholders of record as of the close of business on September 2, 2025.
As of June 30, 2025, the Company had $867 million of cash and cash equivalents and investment securities, and $93 million of other liabilities.
Investor Conference Call and Webcast
The Company will host a conference call and live webcast at 5:00 p.m. Eastern Time on Tuesday, July 29, 2025, to discuss its first 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 10201108. 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 July 29, 2025 through August 5, 2025, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10201108. 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.
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)
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (In thousands, except share data and par value) | June 30, 2025 | March 31, 2025 | ||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents | $ | 793,823 | $ | 971,007 |
| Restricted cash | 4,573 | 4,572 | ||
| Investment securities | 72,878 | 195,624 | ||
| Accounts receivable, net of allowance for credit losses | 218,177 | 257,326 | ||
| Unbilled work in process, net of allowance for credit losses | 180,818 | 157,760 | ||
| Income taxes receivable | 2,458 | — | ||
| Deferred income taxes | 96,289 | 92,776 | ||
| Property and equipment, net | 150,619 | 149,350 | ||
| Operating lease right-of-use assets | 364,207 | 362,669 | ||
| Goodwill | 1,295,128 | 1,284,589 | ||
| Other intangible assets, net | 203,624 | 212,670 | ||
| Other assets | 135,209 | 131,365 | ||
| Total assets | $ | 3,517,803 | $ | 3,819,708 |
| Liabilities and stockholders' equity | ||||
| Liabilities: | ||||
| Accrued salaries and bonuses | $ | 640,460 | $ | 936,619 |
| Accounts payable and accrued expenses | 105,597 | 137,228 | ||
| Deferred income | 51,496 | 48,215 | ||
| Income taxes payable | — | 6,396 | ||
| Deferred income taxes | 8,997 | 8,784 | ||
| Operating lease liabilities | 440,380 | 438,185 | ||
| Other liabilities | 93,057 | 69,404 | ||
| Total liabilities | 1,339,987 | 1,644,831 | ||
| Stockholders' equity: | ||||
| Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 54,330,177 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 16,004,974 and 16,021,106 shares, respectively | 16 | 16 | ||
| Additional paid-in capital | 743,715 | 843,350 | ||
| Retained earnings | 1,448,993 | 1,394,738 | ||
| Accumulated other comprehensive loss | (14,962) | (63,281) | ||
| Total stockholders’ equity | 2,177,816 | 2,174,877 | ||
| Total liabilities and stockholders’ equity | $ | 3,517,803 | $ | 3,819,708 |
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| (In thousands, except share and per share data) | 2025 | 2024 | ||
| Revenues | $ | 605,349 | $ | 513,609 |
| Operating expenses: | ||||
| Employee compensation and benefits | 372,289 | 315,869 | ||
| Acquisition related compensation and benefits | 20,548 | 14,247 | ||
| Travel, meals, and entertainment | 19,987 | 18,512 | ||
| Rent | 18,229 | 19,284 | ||
| Depreciation and amortization | 15,990 | 8,856 | ||
| Information technology and communications | 17,812 | 16,189 | ||
| Professional fees | 11,672 | 8,477 | ||
| Other operating expenses | 21,127 | 16,607 | ||
| Revaluation of acquisition contingent consideration | 17,895 | 828 | ||
| Total operating expenses | 515,549 | 418,869 | ||
| Operating income | 89,800 | 94,740 | ||
| Other income, net | (8,250) | (5,134) | ||
| Income before provision for income taxes | 98,050 | 99,874 | ||
| Provision for income taxes | 517 | 10,934 | ||
| Net income | $ | 97,533 | $ | 88,940 |
| Weighted average shares of common stock outstanding: | ||||
| Basic | 66,244,178 | 65,031,216 | ||
| Fully diluted | 68,887,970 | 68,501,059 | ||
| Earnings per share attributable to Houlihan Lokey, Inc. | ||||
| Basic | $ | 1.47 | $ | 1.37 |
| Fully diluted | $ | 1.42 | $ | 1.30 |
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| (In thousands, except share and per share data) | 2025 | 2024 | ||
| Revenues | $ | 605,349 | $ | 513,609 |
| Employee compensation and benefits expenses | ||||
| Employee compensation and benefits expenses (GAAP) | $ | 392,837 | $ | 330,116 |
| Less: Acquisition related compensation and benefits | (20,548) | (14,247) | ||
| Employee compensation and benefits expenses (adjusted) | 372,289 | 315,869 | ||
| Non-compensation expenses | ||||
| Non-compensation expenses (GAAP) | $ | 122,712 | $ | 88,753 |
| Less: Acquisition related legal structure reorganization | (874) | (500) | ||
| Less: Integration and acquisition related costs | — | (3,554) | ||
| Less: Acquisition amortization | (9,474) | (3,541) | ||
| Less: Revaluation of acquisition contingent consideration | (17,895) | (828) | ||
| Non-compensation expenses (adjusted) | 94,469 | 80,330 | ||
| Operating income | ||||
| Operating income (GAAP) | $ | 89,800 | $ | 94,740 |
| Plus: Adjustments (1) | 48,791 | 22,670 | ||
| Operating income (adjusted) | 138,591 | 117,410 | ||
| Other income, net | ||||
| Other income, net (GAAP) | $ | (8,250) | $ | (5,134) |
| Other income, net (adjusted) | (8,250) | (5,134) | ||
| Provision for income taxes | ||||
| Provision for income taxes (GAAP) | $ | 517 | $ | 10,934 |
| Plus: Impact of the excess tax benefit for stock vesting | — | 21,921 | ||
| Less: Non-deductible acquisition related costs | (1,294) | — | ||
| Less: Reversal of deferred tax asset | — | (1,690) | ||
| Adjusted (benefit)/provision for income taxes | (777) | 31,165 | ||
| (Less)/plus: Resulting tax impact (2) | (387) | 7,074 | ||
| (Benefit)/provision for income taxes (adjusted) | (1,164) | 38,239 | ||
| Net income | ||||
| Net income (GAAP) | $ | 97,533 | $ | 88,940 |
| Plus/(less): Adjustments (3) | 50,472 | (4,635) | ||
| Net income (adjusted) | $ | 148,005 | $ | 84,305 |
| Fully diluted shares outstanding | ||||
| Fully diluted shares outstanding (GAAP) | 68,887,970 | 68,501,059 | ||
| Plus: Impact of unvested GCA retention and deferred share awards | 415,582 | 622,396 | ||
| Fully diluted shares outstanding (adjusted) | 69,303,552 | 69,123,455 | ||
| Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) | $ | 1.42 | $ | 1.30 |
| Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) | $ | 2.14 | $ | 1.22 |
(1)The aggregate of adjustments from employee compensation and benefits 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.
8