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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):
January 28, 2026
Houlihan Lokey, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-37537 95-2770395
(State or Other Jurisdiction of
Incorporation)		 (Commission File Number) (IRS Employer
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 ClassTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001HLINew 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 January 28, 2026, Houlihan Lokey, Inc. issued a press release announcing its financial results for the third fiscal quarter ended December 31, 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 January 28, 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:January 28, 2026Houlihan Lokey, Inc.
  
  
 By:/s/ J. Lindsey Alley 
  Name: J. Lindsey Alley 
  Position: Chief Financial Officer 



EXHIBIT INDEX
Exhibit No.Description
99.1
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Houlihan Lokey Reports Third Quarter Fiscal 2026 Financial Results

– Third Quarter Fiscal 2026 Revenues of $717 million –
– Third Quarter Fiscal 2026 Diluted EPS of $1.70 –
– Adjusted Third Quarter Fiscal 2026 Diluted EPS of $1.94 –
– Announces Dividend of $0.60 per Share for Fourth Quarter Fiscal 2026 –

LOS ANGELES and NEW YORK - January 28, 2026 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its third quarter ended December 31, 2025.
For the third quarter ended December 31, 2025, revenues were $717 million, compared with $634 million for the third quarter ended December 31, 2024. Net income was $117 million, or $1.70 per diluted share, for the third quarter ended December 31, 2025, compared with $95 million, or $1.39 per diluted share, for the third quarter ended December 31, 2024. Adjusted net income for the third quarter ended December 31, 2025 was $133 million, or $1.94 per diluted share, compared with $114 million, or $1.64 per diluted share, for the third quarter ended December 31, 2024.
“We are pleased with our results for the quarter and our performance year-to-date. We continue to benefit from improving investor sentiment and acceleration in the private equity markets. Most importantly, we continue to broaden and deepen our bench of exceptional talent around the world, most recently with our two transactions in Europe,” stated Scott Adelson, Chief Executive Officer of Houlihan Lokey.
Selected Financial Data
(In thousands, except per share data)
U.S. GAAP
Three Months Ended December 31,Nine Months Ended December 31,
2025202420252024
Revenues by segment
Corporate Finance$473,688 $421,602 $1,310,868 $1,114,047 
Financial Restructuring156,253 130,942 418,272 379,932 
Financial and Valuation Advisory87,131 81,884 252,733 229,015 
Revenues
$717,072 $634,428 $1,981,873 $1,722,994 
Operating expenses:
Compensation$458,571 $402,971 $1,274,610 $1,093,724 
Non-compensation97,771 95,355 305,392 267,759 
Operating income
160,730 136,102 401,871 361,511 
Other (income) expense, net(8,918)(9,016)(25,880)(19,569)
Income before provision for income taxes
169,648 145,118 427,751 381,080 
Provision for income taxes53,100 49,816 101,889 103,289 
Net income$116,548 $95,302 $325,862 $277,791 
Diluted earnings per share
$1.70 $1.39 $4.74 $4.05 

Revenues

For the third quarter ended December 31, 2025, revenues were $717 million, compared with $634 million for the third quarter ended December 31, 2024. For the third quarter ended December 31, 2025, Corporate Finance (“CF”) revenues increased 12%, Financial Restructuring (“FR”) revenues increased 19%, and Financial and Valuation Advisory (“FVA”) revenues increased 6%, in each case, when compared with the third quarter ended December 31, 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. GAAPAdjusted (Non-GAAP) *
Three Months Ended December 31,
($ in thousands)2025202420252024
Expenses:
Compensation$458,571 $402,971 $441,001 $390,173 
% of Revenues64.0 %63.5 %61.5 %61.5 %
Non-compensation$97,771 $95,355 $93,699 $83,002 
% of Revenues13.6 %15.0 %13.1 %13.1 %
Per full-time employee (1)
$36 $35 $34 $31 
Provision for income taxes$53,100 $49,816 $58,465 $56,734 
% of Pre-tax income31.3 %34.3 %30.6 %33.3 %
U.S. GAAPAdjusted (Non-GAAP) *
Nine Months Ended December 31,
($ in thousands)2025202420252024
Expenses:
Compensation$1,274,610 $1,093,724 $1,218,852 $1,059,641 
% of Revenues64.3 %63.5 %61.5 %61.5 %
Non-compensation$305,392 $267,759 $270,487 $244,211 
% of Revenues15.4 %15.5 %13.6 %14.2 %
Per full-time employee (1)
$113 $101 $100 $92 
Provision for income taxes$101,889 $103,289 $110,820 $140,583 
% of Pre-tax income23.8 %27.1 %21.4 %32.0 %
*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 $459 million for the third quarter ended December 31, 2025, compared with $403 million for the third quarter ended December 31, 2024. This resulted in a compensation ratio of 64.0% for the third quarter ended December 31, 2025, compared with 63.5% for the third quarter ended December 31, 2024. Adjusted compensation expenses were $441 million for the third quarter ended December 31, 2025, compared with $390 million for the third quarter ended December 31, 2024. This resulted in an adjusted compensation ratio of 61.5% for both the third quarter ended December 31, 2025 and the third quarter ended December 31, 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 $98 million for the third quarter ended December 31, 2025, compared with $95 million for the third quarter ended December 31, 2024. Adjusted non-compensation expenses were $94 million for the third quarter ended December 31, 2025, compared with $83 million for the third quarter ended December 31, 2024. The increase in adjusted non-compensation expenses was primarily a result of increases in information technology and communications expense and professional fees.

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The provision for income taxes was $53 million, representing an effective tax rate of 31.3% for the third quarter ended December 31, 2025, compared with $50 million, representing an effective tax rate of 34.3% for the third quarter ended December 31, 2024. The adjusted provision for income taxes was $58 million, representing an adjusted effective tax rate of 30.6% for the third quarter ended December 31, 2025, compared with $57 million, representing an adjusted effective tax rate of 33.3% for the third quarter ended December 31, 2024. The decrease in the Company’s GAAP and adjusted effective tax rate was primarily a result of decreased state taxes and decreased non-deductible expenses.
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Segment Reporting for the Third Fiscal Quarter

Corporate Finance
CF revenues were $474 million for the third quarter ended December 31, 2025, compared with $422 million for the third quarter ended December 31, 2024, representing an increase of 12%. Revenues increased due to an increase in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a short-term trend in the average fee on closed transactions. Revenues also increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions.
Three Months Ended December 31,Nine Months Ended December 31,
($ in thousands)2025202420252024
Corporate Finance
Revenues$473,688 $421,602 $1,310,868 $1,114,047 
# of Managing Directors (1)
238 238 238 238 
# of Closed transactions (2)
177 170 473 417 

Financial Restructuring
FR revenues were $156 million for the third quarter ended December 31, 2025, compared with $131 million for the third quarter ended December 31, 2024, representing an increase of 19%. Revenues increased due to an increase in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.
Three Months Ended December 31,Nine Months Ended December 31,
($ in thousands)2025202420252024
Financial Restructuring
Revenues$156,253 $130,942 $418,272 $379,932 
# of Managing Directors (1)
59 57 59 57 
# of Closed transactions (2)
41 41 113 107 

Financial and Valuation Advisory
FVA revenues were $87 million for the third quarter ended December 31, 2025, compared with $82 million for the third quarter ended December 31, 2024, representing an increase of 6%. Revenues increased due to an increase in the number of Fee Events, driven by improvements in the M&A markets.
Three Months Ended December 31,Nine Months Ended December 31,
($ in thousands)2025202420252024
Financial and Valuation Advisory
Revenues$87,131 $81,884 $252,733 $229,015 
# of Managing Directors (1)
44 42 44 42 
# of Fee Events (2)
1,103 1,005 1,987 1,804 
(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 March 15, 2026 to stockholders of record as of the close of business on March 2, 2026. Also in our third quarter, we repurchased approximately 418,000 shares as part of our share repurchase program. As of December 31, 2025, the Company had $1.18 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, January 28, 2026, to discuss its third 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 10205652. 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 January 28, 2026 through February 4, 2026, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10205652. 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 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.

Contact Information
Investor Relations
212.331.8225
IR@HL.com		ORMedia Relations
212.331.8223
PR@HL.com
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data and par value)December 31, 2025March 31, 2025
Assets:
Cash and cash equivalents$1,056,482 $971,007 
Investment securities127,600 195,624 
Accounts receivable, net of allowance for credit losses210,876 257,326 
Unbilled work in process, net of allowance for credit losses232,673 157,760 
Property and equipment, net141,433 149,350 
Operating lease right-of-use assets415,132 362,669 
Goodwill1,292,804 1,284,589 
Other intangible assets, net199,597 212,670 
Other assets260,158 228,713 
Total assets$3,936,755 $3,819,708 
Liabilities and stockholders' equity
Liabilities:
Accrued salaries and bonuses$881,133 $936,619 
Accounts payable and accrued expenses107,659 137,228 
Operating lease liabilities497,131 438,185 
Other liabilities157,065 132,799 
Total liabilities1,642,988 1,644,831 
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 54,333,722 and 53,822,189 shares, respectively54 54 
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 15,351,712 and 16,021,106 shares, respectively15 16 
Additional paid-in capital734,490 843,350 
Retained earnings1,588,678 1,394,738 
Accumulated other comprehensive loss(29,470)(63,281)
Total stockholders’ equity2,293,767 2,174,877 
Total liabilities and stockholders’ equity$3,936,755 $3,819,708 
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended December 31,Nine Months Ended December 31,
(In thousands, except share and per share data)2025202420252024
Revenues$717,072 $634,428 $1,981,873 $1,722,994 
Operating expenses:
Employee compensation and benefits441,001 390,173 1,218,852 1,059,641 
Acquisition related compensation and benefits17,570 12,798 55,758 34,083 
Travel, meals, and entertainment18,736 17,942 53,891 50,024 
Rent19,523 22,259 55,502 56,717 
Depreciation and amortization8,297 9,561 34,590 25,861 
Information technology and communications20,357 16,945 54,873 50,889 
Professional fees11,740 11,744 33,733 29,898 
Other operating expenses19,118 16,904 54,908 53,542 
Revaluation of acquisition contingent consideration— — 17,895 828 
Total operating expenses556,342 498,326 1,580,002 1,361,483 
Operating income160,730 136,102 401,871 361,511 
Other (income) expense, net(8,918)(9,016)(25,880)(19,569)
Income before provision for income taxes169,648 145,118 427,751 381,080 
Provision for income taxes53,100 49,816 101,889 103,289 
Net income$116,548 $95,302 $325,862 $277,791 
Weighted average shares of common stock outstanding:
Basic66,633,965 65,831,122 66,615,145 65,563,605 
Fully diluted68,426,644 68,760,959 68,691,432 68,558,325 
Earnings per share
Basic$1.75 $1.45 $4.89 $4.24 
Fully diluted$1.70 $1.39 $4.74 $4.05 

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
Three Months Ended December 31,Nine Months Ended December 31,
(In thousands, except share and per share data)2025202420252024
Revenues$717,072 $634,428 $1,981,873 $1,722,994 
Compensation expenses
Compensation expenses (GAAP)$458,571 $402,971 $1,274,610 $1,093,724 
Less: Acquisition related compensation and benefits (1)
(17,570)(12,798)(55,758)(34,083)
Compensation expenses (adjusted)441,001 390,173 1,218,852 1,059,641 
Non-compensation expenses
Non-compensation expenses (GAAP)$97,771 $95,355 $305,392 $267,759 
Less: Acquisition related legal structure reorganization (2)
(593)(3,619)(1,467)(4,824)
Less: Integration and acquisition related costs (3)
(2,169)(4,668)(2,169)(8,222)
Less: Acquisition amortization (4)
(1,310)(4,066)(13,374)(9,674)
Less: Revaluation of acquisition contingent consideration (5)
— — (17,895)(828)
Non-compensation expenses (adjusted)93,699 83,002 270,487 244,211 
Operating income
Operating income (GAAP)$160,730 $136,102 $401,871 $361,511 
Plus: Adjustments (6)
21,642 25,151 90,663 57,631 
Operating income (adjusted)182,372 161,253 492,534 419,142 
Other (income) expense, net
Other (income) expense, net (GAAP)$(8,918)$(9,016)$(25,880)$(19,569)
Other (income) expense, net (adjusted)(8,918)(9,016)(25,880)(19,569)
Provision for income taxes
Provision for income taxes (GAAP)$53,100 $49,816 $101,889 $103,289 
Plus: Impact of the excess tax benefit for stock vesting (7)
— — — 21,921 
Less: Non-deductible acquisition related costs (8)
(1,250)(1,462)(3,303)(1,462)
Less: Reversal of deferred tax asset (9)
— — — (1,690)
Adjusted provision for income taxes51,850 48,354 98,586 122,058 
Plus: Resulting tax impact (10)
6,615 8,380 12,234 18,525 
Provision for income taxes (adjusted)58,465 56,734 110,820 140,583 
Net income
Net income (GAAP)$116,548 $95,302 $325,862 $277,791 
Plus: Adjustments (11)
16,277 18,233 81,732 20,337 
Net income (adjusted)$132,825 $113,535 $407,594 $298,128 
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP)68,426,644 68,760,959 68,691,432 68,558,325 
Plus: Impact of unvested GCA retention and deferred share awards172,940 334,677 232,440 454,494 
Fully diluted shares outstanding (adjusted)68,599,584 69,095,636 68,923,872 69,012,819 
Fully diluted EPS (GAAP)$1.70 $1.39 $4.74 $4.05 
Fully diluted EPS (adjusted)$1.94 $1.64 $5.91 $4.32 


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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 stock-based compensation tax deductions recognized upon vesting of stock-based awards, where the fair value at vesting exceeded 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)Consists of all adjustments identified above net of the associated tax impact.



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