Hamilton Lane (HLNE) trims JPMorgan term loan, updates interest terms

Rhea-AI Filing Summary

Hamilton Lane Incorporated updated its borrowing arrangement with JPMorgan Chase Bank through a Second Amendment to its Multi-Draw Term Loan and Security Agreement. The amendment reduces the aggregate principal amount of term loans from $75 million to $50 million, while keeping in place an overall cap of $325 million on loans that may be outstanding under all Hamilton Lane Advisors agreements with JPMorgan.

The amendment also adjusts certain dates for interest payments and principal repayments and revises the interest rate. Borrowings will now accrue interest at the greater of the Prime Rate minus 1.35% or 3.00%, compared with the prior formula of the greater of the Prime Rate minus 1.50% or 3.00%. The conformed agreement reflecting the Second Amendment is filed as an exhibit.

Insights

Credit and Capital Structure Analyst

Hamilton Lane trims term capacity but modestly improves loan pricing.

Hamilton Lane amended its JPMorgan multi-draw term loan so that available term loans decrease from $75 million to $50 million, within an overall $325 million cap across all JPMorgan facilities. This points to a smaller dedicated term loan bucket while preserving broader lending headroom with the same banking partner.

The interest formula now uses the greater of the Prime Rate minus 1.35% or 3.00%, versus a prior Prime Rate minus 1.50% floor structure. At a given Prime Rate above the 3.00% floor, this slightly raises the effective spread paid to JPMorgan, though the 3.00% minimum remains unchanged. The filing also notes changes to interest and principal payment dates, which may shift cash flow timing but are not quantified here.

Overall this looks like a routine refinement of an existing credit facility rather than a transformational change. The key elements for future interpretation are the reduced term capacity of $50 million and the updated pricing formula, as captured in the conformed agreement dated October 20, 2022 and amended on October 1, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2025

Hamilton Lane Incorporated

(Exact Name of Registrant as specified in its charter)

Delaware

001-38021

26-2482738

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

110 Washington Street,

Suite 1300

Conshohocken,

PA

19428

(Address of principal executive offices)

(Zip Code)

 (610) 934-2222 

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

HLNE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 1, 2025, Hamilton Lane Advisors, L.L.C. (“HLA”), the operating subsidiary of Hamilton Lane Incorporated, entered into a Second Amendment to the Multi-Draw Term Loan and Security Agreement (the “Second Amendment”) with JPMorgan Chase Bank, N.A. (“JPM”), amending the Multi-Draw Term Loan and Security Agreement, dated as of October 20, 2022, between JPM and HLA (as previously amended, the “2022 Term Loan Agreement”).

The 2022 Term Loan Agreement provides for term loans in the aggregate principal amount of $75 million, subject to an aggregate cap of loans that may be outstanding under all of HLA’s loan agreements with JPM of $325 million (the “Cap”). Borrowings under the 2022 Term Loan Agreement accrue interest at a rate equal to the greater of (a) the Prime Rate (as defined therein) minus 1.50% and (b) 3.00%. The Second Amendment to the 2022 Term Loan Agreement, among other things, (a) changes the aggregate principal amount of terms loans from $75 million to $50 million, subject to the Cap, (b) changes certain dates related to interest payments and repayments of the term loans thereunder, and (c) changes the interest rate for borrowings thereunder to equal the greater of (a) the Prime Rate minus 1.35% and (b) 3.00%.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the new agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.						Description
10.1º						Multi-Draw Term Loan and Security Agreement, dated October 20, 2022, between JPMorgan Chase Bank, N.A. and Hamilton Lane Advisors, L.L.C. (conformed through Second Amendment).
104						Cover page Interactive Data File (embedded within the Inline XBRL document)

º Confidential information in this exhibit has been omitted.

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 hereunto duly authorized.

			HAMILTON LANE INCORPORATED
Date: October 6, 2025
			By:			/s/ Lydia A. Gavalis
						Name:			Lydia A. Gavalis
						Title:			General Counsel and Secretary

FAQ

What financing change did Hamilton Lane (HLNE) disclose in this 8-K?

Hamilton Lane Advisors entered into a Second Amendment to its Multi-Draw Term Loan and Security Agreement with JPMorgan Chase Bank, updating the size and terms of its term loan facility.

How did the term loan capacity change for Hamilton Lane (HLNE)?

The aggregate principal amount of term loans under the 2022 Term Loan Agreement was reduced from $75 million to $50 million, while remaining subject to an overall $325 million cap across all Hamilton Lane Advisors loan agreements with JPMorgan.

What is the new interest rate on Hamilton Lane’s JPMorgan term loan?

Borrowings now accrue interest at the greater of the Prime Rate minus 1.35% or 3.00%, replacing the prior formula of the greater of the Prime Rate minus 1.50% or 3.00%.

Does the amendment affect Hamilton Lane’s overall borrowing cap with JPMorgan?

No. The amendment keeps in place the aggregate cap of $325 million on loans that may be outstanding under all of Hamilton Lane Advisors’ loan agreements with JPMorgan.

What other terms were modified in Hamilton Lane’s amended term loan?

The Second Amendment changes certain dates related to interest payments and repayments of the term loans, in addition to revising the term loan size and interest rate formula.

Where can investors find the full details of Hamilton Lane’s amended term loan agreement?

The conformed Multi-Draw Term Loan and Security Agreement, reflecting the Second Amendment, is filed as Exhibit 10.1 and incorporated by reference.