HOULIHAN LOKEY, INC. SEC Filings

Houlihan Lokey, Inc. is registering 365,078 shares of Class A common stock for potential resale by existing stockholders. The company will not receive proceeds from these sales, though it will bear certain registration expenses. The shares are issuable on a one‑for‑one basis upon conversion of Class B common stock, primarily held by former owners of Waller Helms Advisors and 7 Mile Advisors acquired in 2024 and 2023, respectively. Under related registration rights agreements, Houlihan Lokey may later need to register additional Class A shares with values of up to $45.0 million and $12.3 million if post‑closing performance targets are met or certain convertible notes are converted. The firm has a dual‑class structure where Class B holds ten votes per share and represented about 74% of total voting power as of July 28, 2026, while Class A trades on the NYSE under the symbol HLI.

Houlihan Lokey, Inc. has filed an automatic shelf registration as a well-known seasoned issuer, allowing the company and certain selling securityholders to offer and sell shares of Class A common stock from time to time after effectiveness. The registration covers primary offerings by the company and resale offerings by existing holders, with specific amounts, prices, and terms to be set in future prospectus supplements for each takedown.

The company will receive proceeds only from its own sales of Class A shares, while it will not receive any proceeds from sales by selling securityholders. Houlihan Lokey has a dual-class structure: as of July 28, 2026, 54,197,538 shares of Class A and 15,688,962 shares of Class B common stock were outstanding. Each Class A share carries one vote, and each Class B share carries ten votes and is convertible into one Class A share, with automatic conversion in certain transfer and sunset scenarios tied to ownership thresholds and a defined Final Conversion Date.

The company is authorized to issue up to 2,000,000,000 shares of common stock (split evenly between Class A and Class B) and 5,000,000 shares of preferred stock, which the board may issue in series with customized rights that could affect voting and takeover dynamics. The prospectus also summarizes existing registration rights arrangements with HL Holders and with sellers from the Waller Helms and 7 Mile Advisors acquisitions, including potential future resales of additional Class A shares upon achievement of performance targets. The Class A stock is listed on the NYSE under the symbol HLI, and the last reported sale price on August 7, 2026 was $129.00 per share.

Houlihan Lokey’s Chief Financial Officer purchased 4,020 shares of Class A common stock in open‑market transactions on August 3, 2026. The filing reports a weighted average purchase price of $124.52 per share, with individual trades executed at prices ranging from $122.96 to $126.07 per share. Following this transaction, the officer directly owns 4,020 shares of the company’s Class A common stock. The transaction is marked as not made pursuant to a Rule 10b5‑1 trading plan, indicating a discretionary open‑market purchase.

Houlihan Lokey, Inc. reported revenues of $511 million and net income of $78 million for the three months ended June 30, 2026, decreases of (16)% and (20)%, respectively, from the prior-year period. Diluted earnings per common share were $1.15 versus $1.42 a year earlier. The compensation ratio was broadly stable at 64.3%, with compensation expenses moving in line with revenues.

Corporate Finance revenues declined to $303 million, a (24)% decrease driven by lower average fees on closed transactions. Financial Restructuring revenues were $119 million, down (8)% on fewer closed transactions, while Financial and Valuation Advisory revenues grew 13% to $89 million, increasing segment profit by 34%. Total segment profit was $154 million, offset by $76 million of corporate expenses and $8 million of net other income.

Cash, cash equivalents and investment securities totaled $797 million at June 30, 2026, and there were no borrowings outstanding under a $150 million revolving credit facility maturing in 2030. Operating activities used $336 million of cash, primarily due to bonus payments. The board declared a quarterly cash dividend of $0.70 per share of Class A and Class B common stock, and the company repurchased Class A common stock for an aggregate $50 million during the quarter.

Houlihan Lokey reported first quarter fiscal 2027 results for the quarter ended June 30, 2026, with revenue of $511 million, down from $605 million a year earlier. Net income attributable to the company was $78 million, or $1.15 diluted EPS, versus $98 million and $1.42. Adjusted net income was $91 million and adjusted diluted EPS $1.35, compared with $148 million and $2.14.

Corporate Finance revenue fell to $303 million, Financial Restructuring to $119 million, while Financial and Valuation Advisory grew to $89 million. Management attributed weaker results mainly to headwinds in Corporate Finance from instability in the Middle East and disruptions in the technology sector and stated it believes these are temporary.

Compensation expense declined to $328 million, a 64.3% compensation ratio, and non-compensation expense to $105 million, while the effective tax rate rose to 9.8%. The board declared a $0.70 quarterly dividend for the second quarter of fiscal 2027, the company repurchased 348 thousand shares, and held $797 million in cash and investment securities as of June 30, 2026.

Houlihan Lokey, Inc. plans a 2026 annual stockholders meeting on September 16, 2026 in Los Angeles to elect four Class II directors, hold an advisory vote on executive pay, ratify KPMG LLP as auditor for fiscal 2027, and approve the Second Amended and Restated 2016 Incentive Award Plan.

The company uses a dual-class structure, with 54,197,538 Class A shares (one vote per share) and 15,688,962 Class B shares (ten votes per share) outstanding as of July 23, 2026. A Voting Trust holding employee-related shares controls a majority of voting power and is expected to support the board’s director slate.

For fiscal 2026, Houlihan Lokey reports record revenue of $2.62 billion, up 10% from fiscal 2025, and a quarterly dividend increase to $0.70 per share at the start of fiscal 2027. Executive bonuses were funded from a pool equal to 4.0% of revenue (about $104.7 million), allocated largely as cash and restricted stock.

Reported 2026 total pay was $13.0 million for CEO Scott J. Adelson and $17.5 million for Co‑Chairman P. Eric Siegert, with a mix of salary, cash incentives and time‑ and performance‑vesting Class B shares tied to revenue growth targets.

Houlihan Lokey, Inc. describes itself as a leading global independent investment bank focused on advisory work in three segments: Corporate Finance, Financial Restructuring, and Financial and Valuation Advisory. The firm highlights an entrepreneurial, employee-ownership culture and avoids lending or trading activities that could create conflicts.

As of March 31, 2026, it reports more than 1,900 financial professionals, about 2,800 employees worldwide and over 2,000 clients annually, with approximately 32.2% of revenue from international operations. Goodwill and other intangibles total $1.60 billion, underscoring acquisition-driven growth.

The filing emphasizes extensive risk factors, including sensitivity to global market conditions, reliance on contingent advisory fees, competition from larger banks and boutiques, international and regulatory exposure, cybersecurity threats, and integration risks from acquisitions. Governance risks feature prominently: the HL Voting Trust holds roughly 22% of the economic interest but controls about 74% of voting power through Class B shares, making HLI a New York Stock Exchange “controlled company” with a dual-class structure and a potential future conversion that could shift control to public Class A holders.

Houlihan Lokey co-chairman Paul Eric Siegert received a grant of 19,815 shares of Class B Common Stock under the company’s 2016 Incentive Award Plan. These shares vest in four equal annual installments following the grant date.

The same 19,815 Class B shares are associated with underlying Class A Common Stock on a one-for-one conversion basis and have no expiration date. Following related voting trust transactions, Siegert holds 395,113 Class B shares indirectly through the HL Voting Trust, while 19,815 Class B shares are held directly.