Second Amendment to Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan

Exhibit 10.1

SECOND AMENDMENT TO

AMENDED AND RESTATED HOULIHAN LOKEY, INC.

2016 INCENTIVE AWARD PLAN

This Second Amendment (“Amendment”) to the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan, as amended (the “Plan”), is adopted by the Board of Directors (the “Board”) of Houlihan Lokey, Inc., a Delaware corporation (the “Company”), as of October 24, 2024. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

AMENDMENT

Effective as of the date set forth above, the Plan is hereby amended as follows.

“Overall Share Limit” means, with respect to Awards made under the Plan on or after October 24, 2024, the sum of (i) 8,000,000 Shares, and (ii) an increase on April 1, 2025 equal to the lesser of (a) 6,540,659 Shares, (b) 6% of the Shares of Class A Common Stock and Class B Common Stock outstanding on March 31, 2025, assuming the conversion of any shares of preferred stock, and including shares issuable upon the exercise or payment of stock options, warrants and other equity securities with respect to which shares have not actually been issued and (c) such smaller number of Shares as may be determined by the Board, which may be issued as Shares of Class A Common Stock or Shares of Class B Common Stock, as determined by the Administrator in its sole discretion and to the extent such class of Common Stock exists from time to time.”

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IN WITNESS WHEREOF, I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of Houlihan Lokey, Inc. on October 24, 2024.