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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form | 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number: 001-37537

Houlihan Lokey, Inc.
(Exact name of registrant as specified in its charter)
Delaware |  | 95-2770395
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

10250 Constellation Blvd.
5 th 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, former address and former fiscal year, if changed since last report)
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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | x | Accelerated filer | ¨
Non-accelerated filer | ¨ | Smaller reporting company | ☐
|  | 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of October 31, 2025, the registrant had 54,515,003 shares of Class A common stock, $0.001 par value per share, and 15,553,707 shares of Class B common stock, $0.001 par value per share, outstanding.

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

|  | Page
| PART I. FINANCIAL INFORMATION |
Item 1. | Financial Statements | 1
| Consolidated Balance Sheets | 1
| Consolidated Statements of Comprehensive Income | 2
| Consolidated Statements of Changes in Stockholders' Equity | 3
| Consolidated Statements of Cash Flows | 5
| Notes to Consolidated Financial Statements | 6
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 27
Item 4. | Controls and Procedures | 28
| PART II. OTHER INFORMATION |
Item 1. | Legal Proceedings | 28
Item 1A. | Risk Factors | 28
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28
Item 3. | Defaults Upon Senior Securities | 29
Item 4. | Mine Safety Disclosures | 29
Item 5. | Other Information | 29
Item 6. | Exhibits | 30
Signatures |  | 31

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
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 of $14,645 and $13,843, respectively | 251,156 |  |  | 257,326 |
Unbilled work in progress, net of allowance for credit losses of $9,488 and $6,764, respectively | 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 |
Commitments and contingencies (Note 16) |  |  |
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 |

See accompanying Notes to Consolidated Financial Statements
1

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE 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 |
Other comprehensive income, net of tax: |  |  |  |  |  |  |
Foreign currency translation adjustments | (14,064) |  |  | 31,361 |  |  | 34,255 |  |  | 28,399 |
Comprehensive income | $ | 97,717 |  |  | $ | 124,910 |  |  | $ | 243,569 |  |  | $ | 210,888 |
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 (Note 13) |  |  |  |  |  |  |
Basic | $ | 1.67 |  |  | $ | 1.42 |  |  | $ | 3.14 |  |  | $ | 2.79 |
Fully diluted | $ | 1.63 |  |  | $ | 1.37 |  |  | $ | 3.04 |  |  | $ | 2.67 |

See accompanying Notes to Consolidated Financial Statements
2

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)

| Class A Common Stock |  | Class B Common Stock |  | Additional Paid-In Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Stockholders' Equity
(In thousands, except share data) | Shares |  | $ |  | Shares |  | $ |  | $ |  | $ |  | $ |  | $
Balances – July 1, 2025 | 54,330,177 |  |  | $ | 54 |  |  | 16,004,974 |  |  | $ | 16 |  |  | $ | 743,715 |  |  | $ | 1,448,993 |  |  | $ | (14,962) |  |  | $ | 2,177,816 |
Shares issued | — |  |  | — |  |  | 12,764 |  |  | 1 |  |  | — |  |  | — |  |  | — |  |  | 1 |
Stock compensation expense (Note 14) | — |  |  | — |  |  | — |  |  | — |  |  | 46,455 |  |  | — |  |  | — |  |  | 46,455 |
Dividends | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (44,620) |  |  | — |  |  | (44,620) |
Conversion of Class B to Class A shares | 389,930 |  |  | 1 |  |  | (389,930) |  |  | (1) |  |  | — |  |  | — |  |  | — |  |  | — |
Other shares repurchased/forfeited | (146,738) |  |  | — |  |  | (62,949) |  |  | — |  |  | (30,477) |  |  | — |  |  | — |  |  | (30,477) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 111,781 |  |  | — |  |  | 111,781 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (14,064) |  |  | (14,064) |
Balances – September 30, 2025 | 54,573,369 |  |  | $ | 55 |  |  | 15,564,859 |  |  | $ | 16 |  |  | $ | 759,693 |  |  | $ | 1,516,154 |  |  | $ | (29,026) |  |  | $ | 2,246,892 |

| Class A Common Stock |  | Class B Common Stock |  | Additional Paid-In Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Stockholders' Equity
(In thousands, except share data) | Shares |  | $ |  | Shares |  | $ |  | $ |  | $ |  | $ |  | $
Balances – July 1, 2024 | 53,053,499 |  |  | $ | 53 |  |  | 16,456,793 |  |  | $ | 16 |  |  | $ | 691,651 |  |  | $ | 1,207,328 |  |  | $ | (69,570) |  |  | $ | 1,829,478 |
Shares issued | — |  |  | — |  |  | 29,576 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Stock compensation expense (Note 14) | — |  |  | — |  |  | — |  |  | — |  |  | 44,349 |  |  | — |  |  | — |  |  | 44,349 |
Dividends | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (40,927) |  |  | — |  |  | (40,927) |
Conversion of Class B to Class A shares | 350,440 |  |  | — |  |  | (350,440) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Other shares repurchased/forfeited | — |  |  | — |  |  | (53,191) |  |  | — |  |  | (723) |  |  | — |  |  | — |  |  | (723) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 93,549 |  |  | — |  |  | 93,549 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 31,361 |  |  | 31,361 |
Balances – September 30, 2024 | 53,403,939 |  |  | $ | 53 |  |  | 16,082,738 |  |  | $ | 16 |  |  | $ | 735,277 |  |  | $ | 1,259,950 |  |  | $ | (38,209) |  |  | $ | 1,957,087 |

See accompanying Notes to Consolidated Financial Statements
3

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)

| Class A Common Stock |  | Class B Common Stock |  | Additional Paid-In Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Stockholders' Equity
(In thousands, except share data) | Shares |  | $ |  | Shares |  | $ |  | $ |  | $ |  | $ |  | $
Balances – April 1, 2025 | 53,822,189 |  |  | $ | 54 |  |  | 16,021,106 |  |  | $ | 16 |  |  | $ | 843,350 |  |  | $ | 1,394,738 |  |  | $ | (63,281) |  |  | $ | 2,174,877 |
Shares issued | 3,998 |  |  | — |  |  | 1,403,809 |  |  | 2 |  |  | 3,759 |  |  | — |  |  | — |  |  | 3,761 |
Stock compensation expense (Note 14) | — |  |  | — |  |  | — |  |  | — |  |  | 87,923 |  |  | — |  |  | — |  |  | 87,923 |
Dividends | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (87,898) |  |  | — |  |  | (87,898) |
Conversion of Class B to Class A shares | 942,748 |  |  | 1 |  |  | (942,748) |  |  | (1) |  |  | — |  |  | — |  |  | — |  |  | — |
Other shares repurchased/forfeited | (195,566) |  |  | — |  |  | (917,308) |  |  | (1) |  |  | (175,339) |  |  | — |  |  | — |  |  | (175,340) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 209,314 |  |  | — |  |  | 209,314 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 34,255 |  |  | 34,255 |
Balances – September 30, 2025 | 54,573,369 |  |  | $ | 55 |  |  | 15,564,859 |  |  | $ | 16 |  |  | $ | 759,693 |  |  | $ | 1,516,154 |  |  | $ | (29,026) |  |  | $ | 2,246,892 |

| Class A Common Stock |  | Class B Common Stock |  | Additional Paid-In Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Stockholders' Equity
(In thousands, except share data) | Shares |  | $ |  | Shares |  | $ |  | $ |  | $ |  | $ |  | $
Balances – April 1, 2024 | 52,348,511 |  |  | $ | 52 |  |  | 16,746,676 |  |  | $ | 17 |  |  | $ | 739,870 |  |  | $ | 1,163,419 |  |  | $ | (66,608) |  |  | $ | 1,836,750 |
Shares issued | 96,904 |  |  | — |  |  | 1,248,217 |  |  | 1 |  |  | 22,232 |  |  | — |  |  | — |  |  | 22,233 |
Stock compensation expense (Note 14) | — |  |  | — |  |  | — |  |  | — |  |  | 75,131 |  |  | — |  |  | — |  |  | 75,131 |
Dividends | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (85,958) |  |  | — |  |  | (85,958) |
Conversion of Class B to Class A shares | 958,524 |  |  | 1 |  |  | (958,524) |  |  | (1) |  |  | — |  |  | — |  |  | — |  |  | — |
Shares issued to non-employee directors (Note 14) | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Other shares repurchased/forfeited | — |  |  | — |  |  | (953,631) |  |  | (1) |  |  | (101,956) |  |  | — |  |  | — |  |  | (101,957) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 182,489 |  |  | — |  |  | 182,489 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 28,399 |  |  | 28,399 |
Balances – September 30, 2024 | 53,403,939 |  |  | $ | 53 |  |  | 16,082,738 |  |  | $ | 16 |  |  | $ | 735,277 |  |  | $ | 1,259,950 |  |  | $ | (38,209) |  |  | $ | 1,957,087 |

See accompanying Notes to Consolidated Financial Statements
4

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

| Six Months Ended September 30,
(In thousands) | 2025 |  | 2024
Cash flows from operating activities: |  |  |
Net income | $ | 209,314 |  |  | $ | 182,489 |
Adjustments to reconcile net income to net cash used in operating activities: |  |  |
Provision for bad debts, net | 5,619 |  |  | 5,234 |
Non-cash lease expense | 15,100 |  |  | 15,222 |
Depreciation and amortization | 26,293 |  |  | 16,300 |
Revaluation of acquisition contingent consideration | 17,895 |  |  | 804 |
Compensation expense – equity and liability classified share awards (Note 14) | 88,852 |  |  | 78,396 |
Other | (536) |  |  | (939) |
Changes in operating assets and liabilities: |  |  |
Accounts receivable | 3,600 |  |  | (15,106) |
Unbilled work in progress | (36,212) |  |  | 55,786 |
Other assets | (22,823) |  |  | (643) |
Accrued salaries and bonuses | (111,735) |  |  | (84,213) |
Accounts payable and accrued expenses and other liabilities | (1,951) |  |  | (28,619) |
Net cash provided by operating activities | 193,416 |  |  | 224,711 |
Cash flows from investing activities: |  |  |
Purchases of investment securities | (283,176) |  |  | (23,496) |
Sales or maturities of investment securities | 294,694 |  |  | 5,611 |
Acquisition of business, net of cash acquired | (725) |  |  | (32,058) |
Purchase of property and equipment | (15,423) |  |  | (21,368) |
Net cash used in investing activities | (4,630) |  |  | (71,311) |
Cash flows from financing activities: |  |  |
Dividends paid | (94,252) |  |  | (89,674) |
Share repurchases | (37,532) |  |  | (240) |
Payments to settle employee tax obligations on share-based awards | (137,691) |  |  | (101,716) |
Earnouts paid | — |  |  | (9,706) |
Other financing activities | 710 |  |  | 710 |
Net cash used in financing activities | (268,765) |  |  | (200,626) |
Effects of exchange rate changes on cash, cash equivalents, and restricted cash | 32,798 |  |  | 18,234 |
Net decrease in cash, cash equivalents, and restricted cash | (47,181) |  |  | (28,992) |
Cash, cash equivalents, and restricted cash – beginning of period | 975,579 |  |  | 721,854 |
Cash, cash equivalents, and restricted cash – end of period | $ | 928,398 |  |  | $ | 692,862 |
Supplemental disclosures of non-cash activities: |  |  |
Shares issued via vesting of liability classified awards | $ | 3,049 |  |  | $ | 5,953 |
Shares issued as consideration for acquisition | — |  |  | 12,489 |
Cash acquired through acquisitions | $ | — |  |  | $ | 2,207 |
Cash paid during the period for: |  |  |
Taxes, net of refunds | $ | 55,354 |  |  | $ | 37,211 |

See accompanying Notes to Consolidated Financial Statements
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 1 — Background
Houlihan Lokey, Inc. is a Delaware corporation. Unless the context otherwise requires, as used in this Quarterly Report on Form 10-Q, the terms “Houlihan Lokey”, “HL, Inc.”, “the Company”, “we”, “our”, and “us”, refer to Houlihan Lokey, Inc., and, in each case, unless otherwise stated, all of its subsidiaries.
The Company offers financial services and financial advice to a broad clientele through more than thirty offices in the United States of America, South America, Europe, the Middle East, and the Asia-Pacific region. The Company earns professional fees by providing focused services across the following three business segments:
•Corporate Finance ("CF") provides general financial advisory services and advice on mergers and acquisitions and capital markets offerings. We advise public and private institutions, including financial sponsors, on a wide variety of matters, including buy-side and sell-side M&A transactions, debt and equity financings in both the private and public markets, and other corporate finance transactions. The majority of our CF revenues consists of fees paid upon the successful completion of the transaction or engagement (“Completion Fees”). A CF transaction can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the fees paid at the time an engagement letter is signed (“Retainer Fees”) and, in some cases, fees paid during the course of the engagement (“Progress Fees”).
•Financial Restructuring ("FR") provides advice to debtors, creditors and other parties-in-interest in connection with recapitalization/deleveraging transactions implemented through bankruptcy proceedings and out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. As part of these engagements, our FR business segment offers a wide range of advisory services to our clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; liability management transactions; corporate viability assessment; dispute resolution and expert testimony; and procuring debtor-in-possession financing. The majority of our FR revenues consists of Completion Fees. Although atypical, FR transactions can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to Retainer Fees and/or Progress Fees.
•Financial and Valuation Advisory ("FVA") primarily provides financial advisory and valuation services with respect to companies, debt and equity interests (including complex illiquid investments), and other types of assets and liabilities; fairness opinions in connection with mergers and acquisitions and other transactions, solvency opinions in connection with corporate spin-offs and dividend recapitalizations, and other types of financial opinions in connection with other transactions; as well as diligence, tax, transaction accounting, and other financial advisory services to companies, boards of directors, special committees, retained counsel, financial and strategic investors, trustees, and other parties. Also, our FVA business segment provides dispute resolution services to clients, for which fees are usually based on the hourly rates of our financial professionals. The majority of our FVA revenues consists of Retainer Fees, Progress Fees and/or Completion Fees, which are recognized on the achievement of our performance obligations.
Note 2 — Basis of Presentation and Consolidation
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"), pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), and include all information and footnotes required for interim consolidated financial statement presentation. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for the full fiscal year. The unaudited interim consolidated financial statements and notes to consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the "2025 Annual Report").
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
In connection with certain acquisitions, contingent consideration is issued as part of the purchase price. Historically, the associated quarterly fair-value remeasurements of this consideration were recorded in Other (income) expense, net. Beginning with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, these remeasurements are presented on the face of the Consolidated Statements of Comprehensive Income under the line item Revaluation of acquisition contingent consideration. Prior period amounts have been recast to conform with this presentation. These reclassifications did not affect net income, stockholders’ equity, or cash flows as previously reported.
Additionally, certain other prior year amounts have been reclassified to conform to the current period's presentation. These reclassifications had no impact on net income, shareholders' equity or net cash flows as previously reported.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries where it has a controlling financial interest. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Management estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period, and disclosure of contingent assets and liabilities at the reporting date. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Items subject to such estimates and assumptions include, but are not limited to: the allowance for credit losses; the valuation of deferred tax assets, valuation of acquired intangibles and goodwill, accrued expenses, and share based compensation; the allocation of goodwill and other assets across the reporting units (segments); and reserves for income tax uncertainties and other contingencies.
Translation of Foreign Currency Transactions
From time to time, we enter into transactions to hedge our exposure to certain foreign currency fluctuations through the use of derivative instruments or other methods. As of September 30, 2025, we had no open foreign currency forward contracts outstanding. As of September 30, 2024, we had two foreign currency forward contracts outstanding between the U.S. Dollar and the Pound Sterling with an aggregate notional value of $37,000. The change in fair value of these contracts represented a net gain included in other operating expenses of $0 and $2,410 during the three months ended September 30, 2025 and 2024, respectively.
Fair Value Measurements
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement:
•Level I Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
•Level II Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
•Level III Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
The carrying value of cash and cash equivalents, restricted cash, accounts receivable, unbilled work in progress, accounts payable and accrued expenses, and deferred income approximates fair value due to the short maturity of these instruments.
The carrying value of loans to employees included in other assets approximates fair value due to the variable interest rate borne by those instruments.
Cash and Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash held at banks and highly liquid investments with original maturities of three months or less.
The following table provides a reconciliation of cash and cash equivalents and restricted cash included within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows.

| September 30, 2025 |  | March 31, 2025
Cash and cash equivalents | $ | 923,576 |  |  | $ | 971,007 |
Restricted cash (1) | 4,822 |  |  | 4,572 |
Total cash, cash equivalents, and restricted cash | $ | 928,398 |  |  | $ | 975,579 |

(1)Restricted cash included cash deposits in support of two letters of credit for our Frankfurt office, cash held in escrow accounts, and collateral to support rent guarantees. Restricted cash is included within Other assets in the Consolidated Balance Sheets.
Recent Accounting Pronouncements
The Company has evaluated all recently issued accounting pronouncements and, except as discussed below, has determined that there are no such standards that are not yet effective that, if and when they become effective, would have a material impact on the Company's consolidated financial statements and related disclosures.
In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the accounting for costs associated with internal-use software by replacing the project-stage approach with a principles-based model for capitalization. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company has early adopted this ASU as of September 30, 2025, and the adoption did not have a material impact on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances transparency in income tax reporting by expanding disclosure requirements for the rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its income tax disclosures.
Note 3 — Revenue Recognition
Disaggregation of Revenues
The Company has disclosed disaggregated revenues based on its business segment and geographical area, which provides a reasonable representation of how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. See Note 17 for additional information.
Contract Balances
The timing of revenue recognition may differ from the timing of payment by customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred income (contract liability) until the performance obligations are satisfied.
Costs incurred in fulfilling advisory contracts with point-in-time revenue recognition are recorded as a contract asset when the costs (i) relate directly to a contract, (ii) generate or enhance resources of the Company that will be used in satisfying performance obligations, and (iii) are expected to be recovered. The Company amortizes the contract asset costs related to fulfilling a contract based on recognition of fee revenues for the corresponding contract.
Costs incurred in fulfilling an advisory contract with over-time revenue recognition are expensed as incurred.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
The change in the Company’s contract assets and liabilities during the period primarily reflects the timing difference between the Company’s performance and the customer’s payment. The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:

| April 1, 2025 |  | Increase/(Decrease) |  | September 30, 2025
Receivables (1) | $ | 247,622 |  |  | $ | (5,739) |  |  | $ | 241,883 |
Unbilled work in progress, net of allowance for credit losses | 157,760 |  |  | 33,488 |  |  | 191,248 |
Contract Assets (1) | 9,704 |  |  | (431) |  |  | 9,273 |
Contract Liabilities (2) | 48,215 |  |  | (6,047) |  |  | 42,168 |

(1)Included within Accounts receivable, net of allowance for credit losses in the Consolidated Balance Sheets.
(2)Represents deferred income which is included within Other liabilities in the Consolidated Balance Sheets.
During the six months ended September 30, 2025, $28,762 of revenues were recognized that were included in the deferred income balance at the beginning of the period.
As a practical expedient, the Company does not disclose information about remaining performance obligations pertaining to (i) contracts that have an original expected duration of one year or less, and/or (ii) contracts where the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that is or forms part of a single performance obligation. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material as of September 30, 2025.
Note 4 — Related Party Transactions
Other assets in the accompanying Consolidated Balance Sheets includes loans receivable from certain employees of $34,695 and $44,290 as of September 30, 2025 and March 31, 2025, respectively.
Note 5 — Fair Value Measurements
The following table presents information about the Company's financial assets, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values:

| September 30, 2025
| Level I |  | Level II |  | Level III |  | Total
Corporate debt securities | $ | — |  |  | $ | 160,981 |  |  | $ | — |  |  | $ | 160,981 |
U.S. treasury securities | — |  |  | 23,283 |  |  | — |  |  | 23,283 |
Common stock | 24 |  |  | — |  |  | — |  |  | 24 |
Certificates of deposit | — |  |  | 354 |  |  | — |  |  | 354 |
Total assets measured at fair value | $ | 24 |  |  | $ | 184,618 |  |  | $ | — |  |  | $ | 184,642 |

| March 31, 2025
| Level I |  | Level II |  | Level III |  | Total
Corporate debt securities | $ | — |  |  | $ | 178,150 |  |  | $ | — |  |  | $ | 178,150 |
U.S. treasury securities | — |  |  | 16,904 |  |  | — |  |  | 16,904 |
Common stock | 21 |  |  | — |  |  | — |  |  | 21 |
Certificates of deposit | — |  |  | 549 |  |  | — |  |  | 549 |
Total assets measured at fair value | $ | 21 |  |  | $ | 195,603 |  |  | $ | — |  |  | $ | 195,624 |

The Company had no transfers between fair value levels during the six months ended September 30, 2025.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 6 — Investment Securities
The amortized cost and gross unrealized gains (losses) of marketable investment securities accounted under the fair value method were as follows:

| September 30, 2025
| Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized (Losses) |  | Fair Value
Corporate debt securities | $ | 160,466 |  |  | $ | 578 |  |  | $ | (63) |  |  | $ | 160,981 |
U.S. treasury securities | 23,220 |  |  | 144 |  |  | (81) |  |  | 23,283 |
Common stock | 24 |  |  | — |  |  | — |  |  | 24 |
Certificates of deposit | 354 |  |  | — |  |  | — |  |  | 354 |
Total securities with unrealized gains/(losses) | $ | 184,064 |  |  | $ | 722 |  |  | $ | (144) |  |  | $ | 184,642 |

| March 31, 2025
| Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized (Losses) |  | Fair Value
Corporate debt securities | $ | 177,687 |  |  | $ | 627 |  |  | $ | (164) |  |  | $ | 178,150 |
U.S. treasury securities | 17,044 |  |  | 17 |  |  | (157) |  |  | 16,904 |
Common stock | 21 |  |  | — |  |  | — |  |  | 21 |
Certificates of deposit | 549 |  |  | — |  |  | — |  |  | 549 |
Total securities with unrealized gains/(losses) | $ | 195,301 |  |  | $ | 644 |  |  | $ | (321) |  |  | $ | 195,624 |

Scheduled maturities of the debt securities held by the Company included within the investment securities portfolio were as follows:

| September 30, 2025 |  | March 31, 2025
| Amortized Cost |  | Estimated Fair Value |  | Amortized Cost |  | Estimated Fair Value
Due within one year | $ | 155,578 |  |  | $ | 155,945 |  |  | $ | 166,799 |  |  | $ | 167,328 |
Due within years two through five | 28,463 |  |  | 28,673 |  |  | 28,502 |  |  | 28,296 |
Total debt within the investment securities portfolio | $ | 184,041 |  |  | $ | 184,618 |  |  | $ | 195,301 |  |  | $ | 195,624 |

Note 7 — Allowance for Credit Losses
The following table presents information about the Company's allowance for credit losses:

Balance as of April 1, 2025 | $ | 20,607 |  |  |  |  |  |  |
Provision for bad debt, net | 5,619 |  |  |  |  |  |  |
Recovery/(write-off) of uncollectible accounts, net | (2,093) |  |  |  |  |  |  |
Balance as of September 30, 2025 | $ | 24,133 |  |  |  |  |  |  |

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 8 — Property and Equipment
Property and equipment, net of accumulated depreciation consists of the following:

| September 30, 2025 |  | March 31, 2025
Equipment | $ | 11,472 |  |  | $ | 10,409 |
Furniture and fixtures | 40,502 |  |  | 37,801
Leasehold improvements | 165,159 |  |  | 159,961
Computers and software | 13,821 |  |  | 13,620
Other | 8,231 |  |  | 8,092
Total cost | 239,185 |  |  | 229,883 |
Less: accumulated depreciation | (93,992) |  |  | (80,533) |
Total net book value | $ | 145,193 |  |  | $ | 149,350 |

Additions to property and equipment during the six months ended September 30, 2025 were primarily related to leasehold improvement costs incurred.
Depreciation expense of $7,713 and $5,377 was recognized for the three months ended September 30, 2025 and 2024, respectively, and $14,228 and $10,692 for the six months ended September 30, 2025 and 2024, respectively.
Note 9 — Goodwill and Other Intangible Assets
The following table provides a reconciliation of Goodwill and Other intangible assets, net reported on the Consolidated Balance Sheets.

| Useful Lives |  | September 30, 2025 |  | March 31, 2025
Goodwill | Indefinite |  | $ | 1,292,121 |  |  | $ | 1,284,589 |
Tradename-Houlihan Lokey | Indefinite |  | 192,210 |  |  | 192,210 |
Other intangible assets | Varies |  | 134,589 |  |  | 133,785 |
Total cost |  |  | 1,618,920 |  |  | 1,610,584 |
Less: accumulated amortization |  |  | (125,918) |  |  | (113,325) |
Goodwill and Other intangible assets, net |  |  | $ | 1,493,002 |  |  | $ | 1,497,259 |

The following table provides a reconciliation of goodwill attributable to the Company’s business segments:

| April 1, 2025 |  | Change (1) |  | September 30, 2025
Corporate Finance | $ | 1,017,983 |  |  | $ | 6,066 |  |  | $ | 1,024,049 |
Financial Restructuring | 162,815 |  |  | — |  |  | 162,815 |
Financial and Valuation Advisory | 103,791 |  |  | 1,466 |  |  | 105,257 |
Goodwill | $ | 1,284,589 |  |  | $ | 7,532 |  |  | $ | 1,292,121 |

(1)Changes pertain primarily to foreign currency translation adjustments.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Amortization expense of approximately $2,590 and $2,067 was recognized for the three months ended September 30, 2025 and 2024, respectively, and $12,064 and $5,608 was recognized for the six months ended September 30, 2025 and 2024, respectively.
The estimated future amortization for finite-lived intangible assets for each of the next five fiscal years and thereafter are as follows:

| Year Ending March 31,
Remainder of 2026 | $ | 1,965 |
2027 | 866 |
2028 | 708 |
2029 | 682 |
2030 and thereafter | 4,147 |

Note 10 — Other Liabilities
On August 23, 2019, the Company entered into a syndicated revolving line of credit with Bank of America, N.A. and certain other financial institutions party thereto, which was amended by the First Amendment to Credit Agreement dated as of August 2, 2022, and further amended by the Second Amendment to Credit Agreement on August 19, 2025 (as amended, the "HLI Line of Credit"). The HLI Line of Credit allows for borrowings of up to $150,000 (and, subject to certain conditions, provides the Company with an uncommitted expansion option, which, if exercised in full, would provide for a total credit facility of $200,000) and matures on August 19, 2030 (or if such date is not a business day, the immediately preceding business day). Borrowings under the HLI Line of Credit bear interest at a floating rate, which can be either, at the Company's option, (i) a term Secured Overnight Financing Rate ("SOFR") plus a 0.95% margin per annum or (ii) a base rate, which is the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) a term SOFR rate plus a 1.00% margin. Commitment fees apply to unused amounts. The HLI Line of Credit contains certain financial covenants and other restrictions, including a financial loan covenant to maintain a consolidated leverage ratio of less than 2.00 to 1.00. As of September 30, 2025 and March 31, 2025, no principal was outstanding under the HLI Line of Credit.
In December 2024, the Company acquired Waller Helms Advisors LLC (“WHA”). Contingent consideration was issued in connection with the acquisition of WHA, which had a fair value of $47,900 and $30,000 as of September 30, 2025 and March 31, 2025, respectively.
Note 11 — Accumulated Other Comprehensive (Loss)
Accumulated other comprehensive (loss) is comprised entirely of foreign currency translation adjustments.
Note 12 — Income Taxes
The Company’s provision for income taxes was $48,272 and $42,539 for the three months ended September 30, 2025 and 2024, respectively. These represent effective tax rates of 30.2% and 31.3% for the three months ended September 30, 2025 and 2024, respectively.
The Company’s provision for income taxes was $48,789 and $53,473 for the six months ended September 30, 2025 and 2024, respectively. These represent effective tax rates of 18.9% and 22.7% for the six months ended September 30, 2025 and 2024, respectively. The decrease in the Company’s effective tax rate was primarily a result of increased stock-based compensation deductions.
On July 4, 2025 the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S. The legislation has multiple effective dates, and the Company is currently evaluating the potential impact of OBBBA.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 13 — Earnings Per Share
The calculations of basic and diluted earnings per share attributable to holders of shares of common stock are presented below. The determination of weighted average shares of common stock outstanding includes both the Company's Class A common stock and Class B common stock.

| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Numerator: |  |  |  |  |  |  |
Net income | $ | 111,781 |  |  | $ | 93,549 |  |  | $ | 209,314 |  |  | $ | 182,489 |
Denominator: |  |  |  |  |  |  |
Weighted average shares of common stock outstanding — basic | 66,963,260 |  |  | 65,822,690 |  |  | 66,605,683 |  |  | 65,429,115 |
Weighted average number of incremental shares pertaining to unvested restricted stock and issuable in respect of unvested restricted stock units, as calculated using the treasury stock method | 1,627,771 |  |  | 2,599,910 |  |  | 2,154,860 |  |  | 3,021,751 |
Weighted average shares of common stock outstanding — diluted | 68,591,031 |  |  | 68,422,600 |  |  | 68,760,543 |  |  | 68,450,866 |
Basic earnings per share | $ | 1.67 |  |  | $ | 1.42 |  |  | $ | 3.14 |  |  | $ | 2.79 |
Diluted earnings per share | $ | 1.63 |  |  | $ | 1.37 |  |  | $ | 3.04 |  |  | $ | 2.67 |

Note 14 — Employee Benefit Plans
Defined Contribution Plans
The Company sponsors a 401(k) defined contribution savings plan for its domestic employees and defined contribution retirement plans for its international employees. The Company contributed approximately $3,806 and $3,361 to these plans during the three months ended September 30, 2025 and 2024, respectively, $7,193 and $6,406 to these plans during the six months ended September 30, 2025 and 2024, respectively.
Share-Based Incentive Plans
Awards of restricted shares and restricted stock units have been and will be made under the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the "2016 Incentive Plan"), which became effective in August 2015 and was amended in October 2024. Under the 2016 Incentive Plan, it is anticipated that the Company will continue to grant cash and equity-based incentive awards to eligible service providers in order to attract, motivate and retain the talent necessary to operate the Company's business. Equity-based incentive awards issued under the 2016 Incentive Plan generally vest over a four-year period.
Excess tax benefits recognized during the three months ended September 30, 2025 and 2024 were immaterial. Excess tax benefits of $30,562 and $21,921 were recognized during the six months ended September 30, 2025 and 2024, respectively, as a component of the provision for income taxes. The excess tax benefits recognized during the six months ended September 30, 2025 and 2024 were primarily related to shares vested in May 2025 and May 2024, respectively.
We recognize compensation expense for all stock-based awards, including restricted stock and restricted stock units (“RSU”s), based on the estimate of fair value of the award at the grant date. The fair value of each restricted stock and RSU award is measured based on the closing stock price of our common stock on the date of grant. We account for forfeitures as they occur. The compensation expense is recognized using a straight-line basis over the requisite service periods of the awards, which is four years.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
The share awards are generally classified as equity awards at the time of grant unless the number of shares granted is unknown. Awards that are settleable in shares based upon a future determinable stock price are classified as liabilities until the price is established and the resulting number of shares is known, at which time they are re-classified from liabilities to equity awards. Activity in equity-classified share awards which relate to the 2016 Incentive Plan during the six months ended September 30, 2025 and 2024 was as follows:

Unvested Share Awards |  | Shares |  | Weighted Average Grant Date Fair Value
Balance as of April 1, 2025 |  | 3,686,093 |  |  | $ | 99.02 |
Granted |  | 1,090,173 |  |  | 173.36 |
Vested |  | (1,562,307) |  |  | 91.73 |
Forfeited/Repurchased |  | (153,599) |  |  | 107.64 |
Balance as of September 30, 2025 |  | 3,060,360 |  |  | $ | 128.78 |
Balance as of April 1, 2024 |  | 4,519,024 |  |  | $ | 83.37 |
Granted |  | 940,701 |  |  | 134.20 |
Vested |  | (1,614,779) |  |  | 80.24 |
Forfeited/Repurchased |  | (181,369) |  |  | 88.78 |
Balance as of September 30, 2024 |  | 3,663,577 |  |  | $ | 97.54 |

Activity in liability-classified share awards during the six months ended September 30, 2025 and 2024 was as follows:

Awards Settleable in Shares |  | Fair Value
Balance as of April 1, 2025 |  | $ | 10,342 |
Offer to grant |  | 95 |
Converted to equity grants (unvested) |  | (3,127) |
Share price determined-transferred to equity grants |  | (4,703) |
Forfeited |  | (1,070) |
Balance as of September 30, 2025 |  | $ | 1,537 |
Balance as of April 1, 2024 |  | $ | 17,184 |
Offer to grant |  | 1,659 |
Share price determined-converted to cash payments |  | (5) |
Share price determined-transferred to equity grants |  | (7,265) |
Forfeited |  | (317) |
Balance as of September 30, 2024 |  | $ | 11,256 |

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Activity in Restricted Stock Unit awards during the six months ended September 30, 2025 and 2024 was as follows:

Restricted Stock Units |  | RSUs |  | Weighted Average Grant Date Fair Value
RSUs as of April 1, 2025 |  | 677,013 |  |  | $ | 107.39 |
Issued |  | 59,178 |  |  | 173.33 |
Forfeitures |  | (6,231) |  |  | 93.78 |
Vested |  | (295,942) |  |  | 102.20 |
RSUs as of September 30, 2025 |  | 434,018 |  |  | $ | 120.11 |
RSUs as of April 1, 2024 |  | 843,730 |  |  | $ | 95.09 |
Issued |  | 68,601 |  |  | 134.08 |
Forfeitures |  | (24,453) |  |  | 94.62 |
Vested |  | (269,614) |  |  | 94.71 |
RSUs as of September 30, 2024 |  | 618,264 |  |  | $ | 99.60 |

Compensation expenses for the Company associated with both equity-classified and liability-classified awards totaled $46,632 and $45,325 for the three months ended September 30, 2025 and 2024, respectively, and $88,852 and $78,396 for the six months ended September 30, 2025 and 2024, respectively.
As of September 30, 2025 and 2024, there was $401,499 and $418,918, respectively, of total unrecognized compensation cost related to unvested share awards granted under the 2016 Incentive Plan. These costs will be recognized over a weighted average period of 2.4 years and 1.4 years, as of September 30, 2025 and 2024, respectively.
On October 24, 2024, our board of directors approved an amendment (the “Amendment”) to the 2016 Incentive Plan reducing the number of shares of common stock available for issuance under the 2016 Incentive Plan. Under the Amendment, the aggregate number of shares of common stock available for issuance under awards granted pursuant to the 2016 Incentive Plan on or after October 24, 2024 was equal to 8.0 million. Pursuant to the Amendment, the number of shares available for issuance increased on April 1, 2025 by 4,231,218.
Note 15 — Stockholders' Equity
Dividends
Previously declared dividends related to unvested shares of $15,086 and $15,803 were unpaid as of September 30, 2025 and 2024, respectively.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)
Share Repurchases
In April 2022, the board of directors authorized an increase to the existing July 2021 share repurchase program, which provides for share repurchases of a new aggregate amount of up to $500,000 of the Company's Class A common stock and Class B common stock. As of September 30, 2025, shares with a value of $355,113 remained available for purchase under the program.
During the three months ended September 30, 2025 and 2024, the Company repurchased 156 and 2,814 shares, respectively, of Class B common stock, to satisfy $640 and $723, respectively, of required withholding taxes in connection with the vesting of restricted awards. During the three months ended September 30, 2025, the Company repurchased 146,738 shares of its outstanding Class A common stock at a weighted average price of $202.51 per share, excluding commissions, for an aggregate purchase price of $29,716. There were no regular share repurchases made under the existing share repurchase program during the three months ended September 30, 2024.
During the six months ended September 30, 2025 and 2024, the Company repurchased 763,709 and 675,395 shares, respectively, of Class B common stock, to satisfy $137,691 and $101,716, respectively, of required withholding taxes in connection with the vesting of restricted awards. During the six months ended September 30, 2025, the Company repurchased 195,566 shares of its outstanding Class A common stock at a weighted average price of $191.88 per share, excluding commissions, for an aggregate purchase price of $37,526. There were no regular share repurchases made under the existing share repurchase program during the six months ended September 30, 2024.
Note 16 — Commitments and Contingencies
The Company has been named in various legal actions arising in the normal course of business. In the opinion of the Company, in consultation with legal counsel, the final resolutions of these matters are not expected to have a material adverse effect on the Company’s financial condition, operations and cash flows.
There have been no material changes outside of the ordinary course of business to our known contractual obligations, which are included in Item 7 of our 2025 Annual Report.
Note 17 — Segment and Geographical Information
The Company’s reportable segments, described in Note 1, were identified based on several primary factors, including: each segment operates under independent management, offers distinct services, and requires specialized expertise for service delivery. Revenues by segment represent fees earned on the various services offered within each segment. Our operating expenses are classified as employee compensation and benefits expense and non-compensation expense; revenue and headcount are the primary drivers of our operating expenses. Our employee compensation and benefits expense consists of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards. The balance of our operating expenses (non-compensation expense) includes costs for travel, meals and entertainment, rent, depreciation and amortization, information technology and communications, professional fees, and other operating expenses. Segment profit consists of segment revenues, less (1) direct expenses including employee compensation and benefits, travel, meals and entertainment, professional fees, and bad debt and (2) expenses allocated by headcount such as communications, rent, depreciation and amortization, and office expense. The corporate expense category includes costs not allocated to individual segments, including certain acquisition related charges and share-based payments to corporate employees, as well as expenses of senior management and corporate departmental functions managed on a worldwide basis, including office of the executives, accounting, human capital, marketing, information technology, and legal and compliance. The following tables present information about revenues, profit and assets by segment and geography. The Company's CODM is its Chief Executive Officer. The CODM oversees the performance of the Company's three reportable segments by analyzing their financial metrics, including revenues by segment and segment profit. The financial metrics the CODM regularly receives does not include asset information and does not use segment asset information to assess performance or allocate resources. Comparable prior year information has been recast to reflect the additional disclosure of employee compensation and benefits by segment and non-compensation expense by segment.
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)

| 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 |
Employee compensation and benefits by segment (1) |  |  |  |  |  |  |
Corporate Finance | 246,502 |  |  | 214,257 |  |  | 466,006 |  |  | 395,774 |
Financial Restructuring | 72,913 |  |  | 59,350 |  |  | 144,632 |  |  | 126,444 |
Financial and Valuation Advisory | 46,759 |  |  | 47,316 |  |  | 92,693 |  |  | 85,366 |
Non-compensation expense by segment |  |  |  |  |  |  |
Corporate Finance | 44,829 |  |  | 40,116 |  |  | 97,063 |  |  | 86,594 |
Financial Restructuring | 10,790 |  |  | 11,299 |  |  | 23,643 |  |  | 22,478 |
Financial and Valuation Advisory | 14,820 |  |  | 12,656 |  |  | 30,171 |  |  | 24,735 |
Segment profit |  |  |  |  |  |  |
Corporate Finance | 147,330 |  |  | 109,655 |  |  | 274,111 |  |  | 210,077 |
Financial Restructuring | 50,100 |  |  | 60,919 |  |  | 93,744 |  |  | 100,068 |
Financial and Valuation Advisory | 25,409 |  |  | 19,389 |  |  | 42,738 |  |  | 37,030 |
Total segment profit | 222,839 |  |  | 189,963 |  |  | 410,593 |  |  | 347,175 |
Corporate expenses (2) | 71,498 |  |  | 59,294 |  |  | 169,452 |  |  | 121,766 |
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 |

(1)We adjust the compensation expense for a business segment in situations where an employee residing in one business segment is performing work in another business segment where the revenues are accrued. Segment profit may vary significantly between periods depending on the levels of collaboration among the different segments.
(2)Corporate expenses include costs not allocated to individual segments, including certain acquisition related charges and share-based payments to corporate employees, as well as expenses of senior management and corporate departmental functions managed on a worldwide basis, including office of the executives, accounting, human capital, marketing, information technology, and legal and compliance.

| September 30, 2025 |  | March 31, 2025
Assets by segment |  |  |
Corporate Finance | $ | 1,322,976 |  |  | $ | 1,312,291 |
Financial Restructuring | 186,851 |  |  | 179,498 |
Financial and Valuation Advisory | 221,390 |  |  | 207,162 |
Total segment assets | 1,731,217 |  |  | 1,698,951 |
Corporate assets | 2,062,148 |  |  | 2,120,757 |
Total assets | $ | 3,793,365 |  |  | $ | 3,819,708 |

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In thousands, except share data or as otherwise stated)

| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Income before provision for income taxes by geography |  |  |  |  |  |  |
United States | $ | 98,599 |  |  | $ | 90,506 |  |  | $ | 160,392 |  |  | $ | 151,564 |
International | 61,454 |  |  | 45,582 |  |  | 97,711 |  |  | 84,398 |
Income before provision for income taxes | $ | 160,053 |  |  | $ | 136,088 |  |  | $ | 258,103 |  |  | $ | 235,962 |

| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Revenues by geography |  |  |  |  |  |  |
United States | $ | 435,658 |  |  | $ | 435,322 |  |  | $ | 858,078 |  |  | $ | 801,881 |
International | 223,794 |  |  | 139,635 |  |  | 406,723 |  |  | 286,685 |
Revenues | $ | 659,452 |  |  | $ | 574,957 |  |  | $ | 1,264,801 |  |  | $ | 1,088,566 |

| September 30, 2025 |  | March 31, 2025
Assets by geography |  |  |
United States | $ | 2,323,008 |  |  | $ | 2,439,032 |
International | 1,470,357 |  | 1,380,676
Total assets | $ | 3,793,365 |  |  | $ | 3,819,708 |

Note 18 — Subsequent Events
On October 23, 2025, the Company's board of directors declared a quarterly cash dividend of $0.60 per share of Class A and Class B common stock, payable on December 15, 2025, to stockholders of record as of the close of business on December 1, 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion should be read together with our consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. We make statements in this discussion that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “intends,” “predicts,” “potential” or “continue,” the negative of these terms or other similar expressions. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including but not limited to, the factors listed under the heading “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended March 31, 2025 (the “2025 Annual Report”). Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements speak only as of the date of this filing. You should not rely upon forward-looking statements as a prediction of future events. We are under no duty to and we do not undertake any obligation to update or review any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations whether as a result of new information, future developments or otherwise.
Key Financial Measures
Revenues
Revenues include fee revenues and reimbursements of expenses. Revenues are generated from our Corporate Finance (“CF”), Financial Restructuring (“FR”), and Financial and Valuation Advisory (“FVA”) business segments and primarily consist of fees for advisory services.
Revenues for all three business segments are recognized upon satisfaction of the performance obligation and may be satisfied over time or at a point in time. The amount and timing of the fees paid vary by the type of engagement. In general, advisory fees are paid at the time an engagement letter is signed (“Retainer Fees”), during the course of the engagement (“Progress Fees”), or upon the successful completion of a transaction or engagement (“Completion Fees”).
CF provides general financial advisory services and advice on mergers and acquisitions and capital markets offerings. We advise public and private institutions, including financial sponsors, on a wide variety of matters, including buy-side and sell-side M&A transactions, debt and equity financings in both the private and public markets, and other corporate finance transactions. The majority of our CF revenues consists of Completion Fees. A CF transaction can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to Retainer Fees and in some cases Progress Fees that may have been received.
FR provides advice to debtors, creditors and other parties-in-interest in connection with recapitalization/deleveraging transactions implemented through bankruptcy proceedings and out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. As part of these engagements, our FR business segment offers a wide range of advisory services to our clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; liability management transactions; corporate viability assessment; dispute resolution and expert testimony; and procuring debtor-in-possession financing. The majority of our FR revenues consists of Completion Fees. Although atypical, FR transactions can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the Retainer Fees and/or Progress Fees.
FVA primarily provides financial advisory and valuation services with respect to companies, debt and equity interests (including complex illiquid investments), and other types of assets and liabilities; fairness opinions in connection with mergers and acquisitions and other transactions, solvency opinions in connection with corporate spin-offs and dividend recapitalizations, and other types of financial opinions in connection with other transactions; as well as diligence, tax, transaction accounting, and other financial advisory services to companies, boards of directors, special committees, retained counsel, financial and strategic investors, trustees, and other parties. Also, our FVA business segment provides dispute resolution services to clients, for which fees are usually based on the hourly rates of our financial professionals. The majority of our FVA revenues consists of Retainer Fees, Progress Fees and/or Completion Fees, which are recognized on the achievement of our performance obligations.
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Operating Expenses
Our operating expenses are classified as compensation expense and non-compensation expenses; revenue and headcount are the primary drivers of our operating expenses. Reimbursements of certain out-of-pocket deal expenses are recorded on a gross basis and are therefore included in both Revenues and Operating expenses on the Consolidated Statements of Comprehensive Income.
Compensation Expenses. Our compensation expenses are comprised of employee compensation and benefits and acquisition related compensation and benefits expenses. Compensation expenses account for the majority of our operating expenses, and are determined by management based on revenues earned, headcount, the competitiveness of the prevailing labor market, and anticipated compensation expectations of our employees. These factors may fluctuate, and as a result, our compensation expenses may fluctuate materially in any particular period. Accordingly, the amount of compensation expenses recognized in any particular period may not be consistent with prior periods or indicative of future periods.
Compensation expenses consist of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards. Base salary and benefits are paid ratably throughout the year. Equity awards are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which typically occurs in the first quarter of each fiscal year; accordingly, expenses are amortized over the stated vesting period. In most circumstances, the unvested portion of these awards is subject to forfeiture should the employee depart from the Company, and in certain cases if certain financial metrics are not met. Certain annual equity-based bonus awards granted prior to December 31, 2024 include fixed share compensation awards and liability classified fixed dollar awards as a component of the annual bonus awards for certain employees. Cash bonuses, which are accrued monthly, are discretionary and dependent upon a number of factors including the Company's performance and are generally paid in the first quarter of each fiscal year with respect to prior year performance. Generally, a portion of the cash bonus is deferred and paid in the third quarter of the fiscal year in which the bonus is awarded.
We refer to the ratio of our compensation expenses to our revenues as our “Compensation Ratio.”
Non-Compensation Expense. The balance of our operating expenses includes costs for travel, meals and entertainment, rent, depreciation and amortization, information technology and communications, professional fees, other operating expenses, and gains and/or losses associated with the reduction/increase in fair value of earnout liabilities. We refer to all of these expenses as non-compensation expenses. A portion of our non-compensation expenses fluctuates in response to changes in headcount.
Other (Income) Expense, Net
Other (income) expense, net includes (i) interest income earned on non-marketable and investment securities, cash and cash equivalents, loans receivable from affiliates, employee loans, and commercial paper, (ii) interest expense and fees on our HLI Line of Credit (defined herein) and (iii) other miscellaneous non-operating expenses.
Results of Consolidated Operations
The following is a discussion of our results of operations for the three and six months ended September 30, 2025 and 2024.

| Three Months Ended September 30, |  | Six Months Ended September 30,
($ in thousands) | 2025 |  | 2024 |  | Change |  | 2025 |  | 2024 |  | Change
Revenues | $ | 659,452 |  |  | $ | 574,957 |  |  | 15 | % |  | $ | 1,264,801 |  |  | $ | 1,088,566 |  |  | 16 | %
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Compensation | 423,202 |  |  | 360,637 |  |  | 17 | % |  | 816,039 |  |  | 690,753 |  |  | 18 | %
Non-compensation | 84,909 |  |  | 83,651 |  |  | 2 | % |  | 207,621 |  |  | 172,404 |  |  | 20 | %
Total operating expenses | 508,111 |  |  | 444,288 |  |  | 14 | % |  | 1,023,660 |  |  | 863,157 |  |  | 19 | %
Operating income | 151,341 |  |  | 130,669 |  |  | 16 | % |  | 241,141 |  |  | 225,409 |  |  | 7 | %
Other (income) expense, net | (8,712) |  |  | (5,419) |  |  | 61 | % |  | (16,962) |  |  | (10,553) |  |  | 61 | %
Income before provision for income taxes | 160,053 |  |  | 136,088 |  |  | 18 | % |  | 258,103 |  |  | 235,962 |  |  | 9 | %
Provision for income taxes | 48,272 |  |  | 42,539 |  |  | 13 | % |  | 48,789 |  |  | 53,473 |  |  | (9) | %
Net income | $ | 111,781 |  |  | $ | 93,549 |  |  | 19 | % |  | $ | 209,314 |  |  | $ | 182,489 |  |  | 15 | %

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Three Months Ended September 30, 2025 versus September 30, 2024
Revenues were $659.5 million for the three months ended September 30, 2025, compared with $575.0 million for the three months ended September 30, 2024, representing an increase of 15%. The increase in revenues were primarily driven by higher revenues from our CF and FVA business segments, as described in further detail below.
Operating expenses were $508.1 million for the three months ended September 30, 2025, compared with $444.3 million for the three months ended September 30, 2024, representing an increase of 14%. Compensation expenses, as a component of operating expenses, were $423.2 million for the three months ended September 30, 2025, compared with $360.6 million for the three months ended September 30, 2024, representing an increase of 17%. The increase was primarily a result of an increase in revenues for the quarter when compared with the same quarter last year. The Compensation Ratio was 64.2% for the three months ended September 30, 2025, compared with 62.7% for the three months ended September 30, 2024. Non-compensation expense, as a component of operating expenses, was relatively flat at $84.9 million for the three months ended September 30, 2025, compared with $83.7 million for the three months ended September 30, 2024, representing an increase of 2%.
Other (income) expense, net was $(8.7) million for the three months ended September 30, 2025, compared with $(5.4) million for the three months ended September 30, 2024. Other (income) expense, net increased primarily due to higher interest income.
The provision for income taxes for the three months ended September 30, 2025 was $48.3 million, which reflected an effective tax rate of 30.2%. The provision for income taxes for the three months ended September 30, 2024 was $42.5 million, which reflected an effective tax rate of 31.3%.
Six Months Ended September 30, 2025 versus September 30, 2024
Revenues were $1.26 billion for the six months ended September 30, 2025, compared with $1.09 billion for the six months ended September 30, 2024, representing an increase of 16%.
Operating expenses were $1,023.7 million for the six months ended September 30, 2025, compared with $863.2 million for the six months ended September 30, 2024, an increase of 19%. Compensation expenses, as a component of operating expenses, were $816.0 million for the six months ended September 30, 2025, compared with $690.8 million for the six months ended September 30, 2024, an increase of 18%. The increase in compensation expenses was primarily a result of higher revenues when compared with the same period last year. The Compensation Ratio was 64.5% for the six months ended September 30, 2025, compared with 63.5% for the six months ended September 30, 2024. Non-compensation expense, as a component of operating expenses, was $207.6 million for the six months ended September 30, 2025, compared with $172.4 million for the six months ended September 30, 2024, representing an increase of 20%. The increase in non-compensation expense was primarily a result of an increase in revaluation of acquisition contingent consideration and increased depreciation and amortization when compared with the same period last year.
Other (income) expense, net was $(17.0) million for the six months ended September 30, 2025, compared with $(10.6) million for the six months ended September 30, 2024. Other (income) expense, net increased primarily due to higher interest income.
The provision for income taxes for the six months ended September 30, 2025 was $48.8 million, which reflected an effective tax rate of 18.9%. The provision for income taxes for the six months ended September 30, 2024 was $53.5 million, which reflected an effective tax rate of 22.7%. The decrease in the Company’s effective tax rate was primarily a result of increased stock-based compensation deductions.
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Business Segments
The following table presents revenues, expenses and profit from our business segments. The revenues by segment represent each segment’s revenues, and the profit by segment represents profit for each segment before corporate expenses, other (income) expense, net, and income taxes.

| Three Months Ended September 30, |  | Six Months Ended September 30,
($ in thousands) | 2025 |  | 2024 |  | Change |  | 2025 |  | 2024 |  | Change
Revenues by segment |  |  |  |  |  |  |  |  |  |  |
Corporate Finance | $ | 438,661 |  |  | $ | 364,028 |  |  | 21 | % |  | $ | 837,180 |  |  | $ | 692,445 |  |  | 21 | %
Financial Restructuring | 133,803 |  |  | 131,568 |  |  | 2 | % |  | 262,019 |  |  | 248,990 |  |  | 5 | %
Financial and Valuation Advisory | 86,988 |  |  | 79,361 |  |  | 10 | % |  | 165,602 |  |  | 147,131 |  |  | 13 | %
Revenues | $ | 659,452 |  |  | $ | 574,957 |  |  | 15 | % |  | $ | 1,264,801 |  |  | $ | 1,088,566 |  |  | 16 | %
Segment profit (1) |  |  |  |  |  |  |  |  |  |  |
Corporate Finance | $ | 147,330 |  |  | $ | 109,655 |  |  | 34 | % |  | $ | 274,111 |  |  | $ | 210,077 |  |  | 30 | %
Financial Restructuring | 50,100 |  |  | 60,919 |  |  | (18) | % |  | 93,744 |  |  | 100,068 |  |  | (6) | %
Financial and Valuation Advisory | 25,409 |  |  | 19,389 |  |  | 31 | % |  | 42,738 |  |  | 37,030 |  |  | 15 | %
Total segment profit | 222,839 |  |  | 189,963 |  |  | 17 | % |  | 410,593 |  |  | 347,175 |  |  | 18 | %
Corporate expenses (2) | 71,498 |  |  | 59,294 |  |  | 21 | % |  | 169,452 |  |  | 121,766 |  |  | 39 | %
Other (income) expense, net | (8,712) |  |  | (5,419) |  |  | 61 | % |  | (16,962) |  |  | (10,553) |  |  | 61 | %
Income before provision for income taxes | $ | 160,053 |  |  | $ | 136,088 |  |  | 18 | % |  | $ | 258,103 |  |  | $ | 235,962 |  |  | 9 | %
Segment metrics |  |  |  |  |  |  |  |  |  |  |
Number of Managing Directors (3) |  |  |  |  |  |  |  |  |  |  |
Corporate Finance | 242 |  |  | 224 |  |  | 8 | % |  | 242 |  |  | 224 |  |  | 8 | %
Financial Restructuring | 58 |  |  | 58 |  |  | — | % |  | 58 |  |  | 58 |  |  | — | %
Financial and Valuation Advisory | 45 |  |  | 41 |  |  | 10 | % |  | 45 |  |  | 41 |  |  | 10 | %
Number of closed transactions/Fee Events (4) |  |  |  |  |  |  |  |  |  |  |
Corporate Finance | 171 |  |  | 131 |  |  | 31 | % |  | 296 |  |  | 247 |  |  | 20 | %
Financial Restructuring | 37 |  |  | 33 |  |  | 12 | % |  | 72 |  |  | 66 |  |  | 9 | %
Financial and Valuation Advisory | 1,075 |  |  | 903 |  |  | 19 | % |  | 1,517 |  |  | 1,316 |  |  | 15 | %

(1)We adjust the compensation expense for a business segment in situations where an employee residing in one business segment is performing work in another business segment where the revenues are accrued. Segment Profit may vary significantly between periods depending on the levels of collaboration among the different segments.
(2)Corporate expenses include costs not allocated to individual segments, including certain acquisition related charges and share-based payments to corporate employees, as well as expenses of senior management and corporate departmental functions managed on a worldwide basis, including office of the executives, accounting, human capital, marketing, information technology, and legal and compliance.
(3)As of the end of the respective reporting period.
(4)Fee Events applicable to FVA only; a Fee Event includes any engagement that involves revenue activity during the measurement period with a revenue minimum of $1,000. References 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.
Corporate Finance
Three Months Ended September 30, 2025 versus September 30, 2024
Revenues for CF were $438.7 million for the three months ended September 30, 2025, compared with $364.0 million for the three months 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.
Segment profit for CF was $147.3 million for the three months ended September 30, 2025, compared with $109.7 million for the three months ended September 30, 2024, an increase of 34%. Profitability increased primarily as a result of an increase in revenues and lower compensation expenses as a percentage of revenues when compared to the same quarter last year.
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Six Months Ended September 30, 2025 versus September 30, 2024
Revenues for CF were $837.2 million for the six months ended September 30, 2025, compared with $692.4 million for the six months ended September 30, 2024, representing an increase of 21%. Revenues increased primarily due to an increase in the number of closed transactions during the period, driven by favorable market conditions for M&A and capital solutions transactions.
Segment profit for CF was $274.1 million for the six months ended September 30, 2025, compared with $210.1 million for the six months ended September 30, 2024, an increase of 30%. Profitability increased primarily as a result of an increase in revenues and lower compensation expenses as a percentage of revenues when compared to the same period last year.
Financial Restructuring
Three Months Ended September 30, 2025 versus September 30, 2024
Revenues for FR were $133.8 million for the three months ended September 30, 2025, compared with $131.6 million for the three months 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.
Segment profit for FR was $50.1 million for the three months ended September 30, 2025, compared with $60.9 million for the three months ended September 30, 2024, a decrease of (18)%. Profitability decreased primarily as a result of an increase in compensation expenses as a percentage of revenues when compared to the same quarter last year.
Six Months Ended September 30, 2025 versus September 30, 2024
Revenues for FR were $262.0 million for the six months ended September 30, 2025, compared with $249.0 million for the six months ended September 30, 2024, representing an increase of 5%. Revenues increased due to an increase in the number of closed transactions during the period, 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.
Segment profit for FR was $93.7 million for the six months ended September 30, 2025, compared with $100.1 million for the six months ended September 30, 2024, a decrease of (6)%. Profitability decreased primarily as a result of higher compensation expenses as a percentage of revenues when compared to the same period last year.
Financial and Valuation Advisory
Three Months Ended September 30, 2025 versus September 30, 2024
Revenues for FVA were $87.0 million for the three months ended September 30, 2025, compared with $79.4 million for the three months 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.
Segment profit for FVA was $25.4 million for the three months ended September 30, 2025, compared with $19.4 million for the three months ended September 30, 2024, an increase of 31%. Profitability increased primarily as a result of increased revenues and lower compensation expenses as a percentage of revenues when compared to the same quarter last year.
Six Months Ended September 30, 2025 versus September 30, 2024
Revenues for FVA were $165.6 million for the six months ended September 30, 2025, compared with $147.1 million for the six months ended September 30, 2024, representing an increase of 13%. The increase in revenues was primarily due to an increase in the number of Fee Events, driven by improvements in the M&A markets.
Segment profit for FVA was $42.7 million for the six months ended September 30, 2025, compared with $37.0 million for the six months ended September 30, 2024, an increase of 15%. Profitability increased primarily as a result of increased revenues when compared to the same period last year.
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Corporate Expenses
Three Months Ended September 30, 2025 versus September 30, 2024
Corporate expenses were $71.5 million for the three months ended September 30, 2025, compared with $59.3 million for the three months ended September 30, 2024. This 21% increase was driven primarily by increased compensation expense.
Six Months Ended September 30, 2025 versus September 30, 2024
Corporate expenses were $169.5 million for the six months ended September 30, 2025, compared with $121.8 million for the six months ended September 30, 2024. This 39% increase was driven primarily by increased compensation expense and increased revaluation of acquisition contingent consideration when compared to the same period last year.
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Liquidity and Capital Resources
Our current assets are primarily comprised of cash and cash equivalents, investment securities, accounts receivable, and unbilled work in progress related to fees earned from providing advisory services. Our current liabilities primarily include accrued salaries and bonuses, accounts payable and accrued expenses, and deferred income.
Our cash and cash equivalents include cash held at banks. We maintain moderate levels of cash on hand in support of regulatory requirements for our registered broker-dealer. As of September 30, 2025 and March 31, 2025, we had $714.4 million and $686.2 million of cash in foreign subsidiaries, respectively. Our excess cash may be invested from time to time in short-term investments, including treasury securities, commercial paper, certificates of deposit, and investment grade corporate and government debt securities. Please refer to Note 6 for further detail.
As of September 30, 2025 and March 31, 2025, our unrestricted cash and cash equivalents and investment securities were as follows:

(In thousands) | September 30, 2025 |  | March 31, 2025
Cash and cash equivalents | $ | 923,576 |  |  | $ | 971,007 |
Investment securities | 184,642 |  |  | 195,624 |
Total unrestricted cash and cash equivalents, including investment securities | 1,108,218 |  |  | 1,166,631 |

Our liquidity is highly dependent upon cash receipts from clients that are generally dependent upon the successful completion of transactions, as well as the timing of receivables collections, which typically occur within 60 days of billing. As of September 30, 2025, accounts receivable, net of allowance for credit losses was $251.2 million. As of September 30, 2025, unbilled work in progress, net of allowance for credit losses was $191.2 million.
On August 23, 2019, the Company entered into a syndicated revolving line of credit with Bank of America, N.A. and certain other financial institutions party thereto, which was amended by the First Amendment to Credit Agreement dated as of August 2, 2022, and further amended by the Second Amendment to Credit Agreement on August 19, 2025 (as amended, the "HLI Line of Credit"). The HLI Line of Credit allows for borrowings of up to $150 million (and, subject to certain conditions, provides the Company with an uncommitted expansion option, which, if exercised in full, would provide for a total credit facility of $200 million) and matures on August 19, 2030 (or if such date is not a business day, the immediately preceding business day). Borrowings under the HLI Line of Credit bear interest at a floating rate, which can be either, at the Company's option, (i) a term Secured Overnight Financing Rate ("SOFR") plus a 0.95% margin per annum or (ii) a base rate, which is the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) a term SOFR rate plus a 1.00% margin. Commitment fees apply to unused amounts. The HLI Line of Credit contains certain financial covenants and other restrictions, including a financial loan covenant to maintain a consolidated leverage ratio of less than 2.00 to 1.00. As of September 30, 2025, we were, and expect to continue to be, in compliance with this financial covenant. As of September 30, 2025 and March 31, 2025, no principal was outstanding under the HLI Line of Credit.
The majority of the Company's payment obligations and commitments pertain to routine operating leases. The Company also has various obligations relating to notes payable and contingent consideration issued in connection with businesses previously acquired (see Note 10 included in Part I, Item 1 of this Form 10-Q).
In connection with certain acquisitions, certain employees may be entitled to deferred consideration, primarily in the form of retention payments, should certain service and/or performance conditions be met in the future. As a result of these conditions, such deferred consideration would be expensed as compensation in current and future periods and has been accrued as liabilities on the Consolidated Balance Sheets as of September 30, 2025 and March 31, 2025.
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Cash Flows
Our operating cash flows are primarily influenced by the amount and timing of receipt of advisory fees and the payment of operating expenses, including payments of incentive compensation to our employees. We pay a significant portion of our incentive compensation during the first and third quarters of each fiscal year. A summary of our operating, investing, and financing cash flows is as follows:

| Six Months Ended September 30,
(In thousands) | 2025 |  | 2024 |  | Change
Operating activities: |  |  |  |  |
Net income | $ | 209,314 |  |  | $ | 182,489 |  |  | 15 | %
Non-cash charges | 153,223 |  |  | 115,017 |  |  | 33 | %
Other operating activities | (169,121) |  |  | (72,795) |  |  | 132 | %
Net cash provided by operating activities | 193,416 |  |  | 224,711 |  |  | (14) | %
Net cash used in investing activities | (4,630) |  |  | (71,311) |  |  | (94) | %
Net cash used in financing activities | (268,765) |  |  | (200,626) |  |  | 34 | %
Effects of exchange rate changes on cash, cash equivalents, and restricted cash | 32,798 |  |  | 18,234 |  |  | 80 | %
Net decrease in cash, cash equivalents, and restricted cash | (47,181) |  |  | (28,992) |  |  | 63 | %
Cash, cash equivalents, and restricted cash — beginning of period | 975,579 |  |  | 721,854 |  |  | 35 | %
Cash, cash equivalents, and restricted cash — end of period | $ | 928,398 |  |  | $ | 692,862 |  |  | 34 | %

Six Months Ended September 30, 2025
Operating activities resulted in a net inflow of $193.4 million, primarily attributable to net income, partially offset by cash bonus payments in May 2025. Investing activities resulted in a net outflow of $4.6 million, primarily attributable to purchases of investment securities and purchases of property and equipment, partially offset by sales or maturities of investment securities. Financing activities resulted in a net outflow of $268.8 million, primarily attributable to payments made to settle employee tax obligations on share-based awards, dividends paid, and share repurchases.
Six Months Ended September 30, 2024
Operating activities resulted in a net inflow of $224.7 million, primarily attributable to net income, partially offset by cash bonus payments paid in May 2024. Investing activities resulted in a net outflow of $71.3 million, primarily attributable to the acquisition of Triago during the three months ended June 30, 2024, purchases of investment securities, and purchases of property and equipment. Financing activities resulted in a net outflow of $200.6 million, primarily attributable to payments made to settle employee tax obligations on share-based awards and dividends paid.
Contractual Obligations
There have been no material changes outside of the ordinary course of business to our known contractual obligations, which are included in Item 7 of our 2025 Annual Report.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period for which they are determined to be necessary.
During the six months ended September 30, 2025, there were no significant changes to our critical accounting policies and estimates. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended March 31, 2025, for a more complete discussion of our critical accounting policies and estimates.
Recent Accounting Developments
For information on recently issued accounting developments and their impact or potential impact on our consolidated financial statements, see Note 2 to our unaudited consolidated financial statements in this Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk and Credit Risk
Our business is not capital intensive and we generally do not issue debt or invest in derivative instruments. As a result, our balance sheet is not subject to significant market risk (including interest rate risk) or credit risk (except in relation to receivables). We maintain our cash and cash equivalents with financial institutions with high credit ratings. Although these deposits are generally not insured, management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Our cash and cash equivalents are denominated primarily in U.S. Dollars, Pound Sterling, Euros, and Yen, and we face foreign currency risk in our cash balances and other assets and liabilities held in accounts outside the U.S. due to potential currency movements.
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable and recoverable expense balances, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to us. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover losses that may be incurred.
Risks Related to Cash and Short-Term Investments
Our cash is maintained in U.S. and non-U.S. bank accounts. We have exposure to foreign exchange risks through all of our international affiliates, and through some of our investments. However, we believe our cash is not subject to any material interest rate risk, equity price risk, credit risk or other market risk. Consistent with our past practice, we expect to maintain our cash in bank accounts or invested in highly liquid securities.
Exchange Rate Risk
The exchange rate of the U.S. Dollar relative to the currencies in the non-U.S. countries in which we operate may have an effect on the reported value of our non-U.S. Dollar denominated or based assets and liabilities and, therefore, be reflected as a change in other comprehensive income, net of tax. Our non-U.S. assets and liabilities that are sensitive to exchange rates consist primarily of trade payables and receivables, work in progress, and cash. For the three months ended September 30, 2025 and 2024, the net impact of the fluctuation of foreign currencies in other comprehensive income within the Consolidated Statements of Comprehensive Income was $(14.1) million and $31.4 million, respectively. For the six months ended September 30, 2025 and 2024, the net impact of the fluctuation of foreign currencies in other comprehensive income within the Consolidated Statements of Comprehensive Income was $34.3 million and $28.4 million, respectively. A hypothetical 10% depreciation in the U.S. Dollar relative to the functional currencies of our foreign subsidiaries as of September 30, 2025, would have resulted in an increase in our other comprehensive income, net of tax, of approximately $103 million for the six months ended September 30, 2025.
In addition, the reported amounts of our revenues and expenses may be affected by movements in the rate of exchange between the currencies in the non-U.S. countries in which we operate and the U.S. Dollar, affecting our operating results. We have analyzed our potential exposure to changes in the value of the U.S. Dollar relative to the Pound Sterling and Euro, the primary currencies of our European operations, by performing a sensitivity analysis on our net income, and determined that while our earnings are subject to fluctuations from changes in foreign currency rates, at this time we do not believe we face any material risk in this respect.
From time to time, we enter into transactions to hedge our exposure to certain foreign currency fluctuations through the use of derivative instruments or other methods. As of September 30, 2025, we had no open foreign currency forward contracts outstanding. As of September 30, 2024, we had two foreign currency forward contracts outstanding between the U.S. Dollar and the Pound Sterling with an aggregate notional value of $37.0 million. The change in fair value of these contracts represented a net gain included in other operating expenses of $0 and $2.4 million during the three months ended September 30, 2025 and 2024, respectively.
In summary, we have been impacted by changes in exchange rates and the potential impact of future currency fluctuation will increase as our international expansion continues. The magnitude of this impact will depend on the timing and volume of revenues and expenses of, and the amounts of assets and liabilities in, our foreign subsidiaries along with the timing of changes in the relative value of the U.S. Dollar to the currencies of the non-U.S. countries in which we operate.
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Item 4. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management, including the chief executive officer and chief financial officer, recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control over financial reporting performed during the fiscal quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. There has been no material change in the nature of our legal proceedings from the descriptions contained in our 2025 Annual Report.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There have been no sales of unregistered equity securities during the quarter ended September 30, 2025.
Purchases of Equity Securities
The following table summarizes all of the repurchases of Houlihan Lokey, Inc. equity securities, on a trade date basis, during the quarter ended September 30, 2025:

Period |  | Total Number of Shares Purchased |  | Average Price Paid Per Share |  | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs |  | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2025 - July 31, 2025 (2) |  | 156 |  |  | $ | 189.59 |  |  | — |  |  | $ | 397,724,154 |
August 1, 2025 - August 31, 2025 |  | — |  |  | — |  |  | — |  |  | 397,724,154 |
September 1, 2025 - September 30, 2025 |  | 209,707 |  |  | 203.19 |  |  | 209,707 |  |  | 355,112,851 |
Total |  | 209,863 |  |  | $ | 203.18 |  |  | 209,707 |  |  | $ | 355,112,851 |

(1)The shares of Class A common stock repurchased through this program have been retired. On May 12, 2022, the Company announced that the Company's board of directors had authorized a replacement program to the previous July 2021 share repurchase program, which provides for share repurchases of a new aggregate amount of up to $500 million of the Company's Class A common stock and Class B common stock. This share repurchase program does not expire.
(2)Total Number of Shares Purchased consists of 156 unvested shares of Class B common stock at an average price per share of $189.59, which were withheld from employees to satisfy tax withholding obligations resulting from the vesting of certain restricted stock awards.
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Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) During the fiscal quarter ended September 30, 2025 no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
Revised Form of Indemnification Agreement
On October 30, 2025, the Company entered into a new form of indemnification agreement (the “Indemnification Agreement”) with each of its directors and executive officers (each, an “indemnitee”). The Indemnification Agreement replaced the Company's existing form of indemnification agreement for directors and executive officers.
The Indemnification Agreement provides, among other things, for indemnification to the fullest extent permitted by law and our bylaws against any and all expenses, judgments, fines, and amounts paid in settlement of any claim incurred by an indemnitee in connection with a legal proceeding if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in the Company’s best interests. The Indemnification Agreement also provides for the advancement or payment of all expenses incurred by an indemnitee and for the reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law and our bylaws.
The above description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Indemnification Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.2 and is incorporated herein by reference.
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Item 6. Exhibits

|  |  |  | Incorporated by Reference
Exhibit Number |  | Exhibit Description |  | Form |  | File No. |  | Exhibit |  | Filing Date |  | Filed / Furnished Herewith
3.1 |  | Second Amended and Restated Certificate of Incorporation of Houlihan Lokey, Inc., dated September 21, 2023. |  | 8-K |  | 001-37537 |  | 3.1 |  | 9/22/23 |  |
3.2 |  | Amended and Restated Bylaws of the Company, dated July 26, 2023. |  | 8-K |  | 001-37537 |  | 3.1 |  | 8/1/23 |  |
10.1 |  | Second Amendment to Credit Agreement, Amendment to Pledge Agreement and Joinder Agreement, dated as of August 19, 2025, by and among the Company, its subsidiaries that are party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as agent. |  | 8-K |  | 001-37537 |  | 10.1 |  | 8/21/25 |  |
10.2 |  | Form of Indemnification Agreement between Houlihan Lokey, Inc. and its directors and executive officers |  |  |  |  |  |  |  |  |  | *
31.1 |  | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. |  |  |  |  |  |  |  |  |  | *
31.2 |  | Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. |  |  |  |  |  |  |  |  |  | *
32.1 |  | Section 1350 Certification of Chief Executive Officer. |  |  |  |  |  |  |  |  |  | **
32.2 |  | Section 1350 Certification of Chief Financial Officer. |  |  |  |  |  |  |  |  |  | **
101.INS |  | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |  |  |  |  |  |  |  |  |  | *
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document. |  |  |  |  |  |  |  |  |  | *
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |  |  |  |  |  |  |  |  |  | *
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document. |  |  |  |  |  |  |  |  |  | *
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document. |  |  |  |  |  |  |  |  |  | *
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |  |  |  |  |  |  |  |  |  | *
104.1 |  | Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |  |  |  |  |  |  |  |  |  | *

* |  | Filed herewith.
** |  | Furnished herewith.

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SIGNATURES
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, thereunto duly authorized.

|  | HOULIHAN LOKEY, INC. |
Date: | November 4, 2025 | /s/ SCOTT J. ADELSON |
|  | Scott J. Adelson |
|  | Chief Executive Officer |
|  | (Principal Executive Officer) |
Date: | November 4, 2025 | /s/ J. LINDSEY ALLEY |
|  | J. Lindsey Alley |
|  | Chief Financial Officer |
|  | (Principal Financial and Accounting Officer) |

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