HLNE 8-K: Shelf offering disclosed with counsel opinion filed

Rhea-AI Filing Summary

Hamilton Lane Incorporated reported an underwriting agreement related to an offering of Class A Common Stock. The filing summarizes customary representations, warranties and indemnification provisions in the Underwriting Agreement and discloses a contractual restriction preventing the company, HLA and a selling stockholder from selling or transferring Class A Common Stock or securities convertible into Class A Common Stock for 45 days after September 2, 2025 without the underwriter's written consent. The offering was made under an effective shelf registration (File No. 333-283233) and a prospectus supplement dated September 2, 2025. The company filed the Underwriting Agreement as Exhibit 1.1 and counsel opinion of Simpson Thacher & Bartlett LLP as Exhibit 5.1.

Positive

• Underwriting Agreement disclosed with customary representations, warranties and indemnification provisions
• 45-day transfer restriction on sales by the company, HLA and a selling stockholder is explicitly disclosed
• Offering executed under an effective shelf registration (File No. 333-283233) with a prospectus supplement dated September 2, 2025
• Counsel opinion filed as Exhibit 5.1 (Simpson Thacher & Bartlett LLP) and Underwriting Agreement filed as Exhibit 1.1

Negative

• None.

Insights

Securities Analyst

TL;DR: Company executed an underwritten offering under an existing shelf with a standard 45-day lock-up; legal opinion and exhibits were filed.

The disclosure describes an underwritten sale of Class A Common Stock made pursuant to an effective shelf registration statement and a prospectus supplement dated September 2, 2025. The Underwriting Agreement contains customary representations, warranties and indemnities and imposes a 45-day resale restriction for the company, HLA and a selling stockholder. Exhibits filed include the Underwriting Agreement (Exhibit 1.1) and counsel opinion (Exhibit 5.1). From a market-disclosure perspective, this is a routine transactional filing providing legal and contractual details rather than financial results.

Corporate Governance Expert

TL;DR: Governance disclosure covers indemnities and a short lock-up; filings of key exhibits bolster transparency.

The Form 8-K describes the material terms of an underwriting arrangement and explicitly references indemnification provisions and a 45-day restriction on sales by specified parties. The filing also incorporates the shelf registration and prospectus supplement by reference and attaches the counsel opinion as an exhibit, which supports legal sufficiency of the offering documentation. The disclosure focuses on contractual and compliance elements rather than operational or financial changes.

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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): September 2, 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 8.01. Other Events.

On September 2, 2025, Hamilton Lane Incorporated (the “Company”), Hamilton Lane Advisors, L.L.C. (“HLA”) and a selling stockholder entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”) relating to the sale of 528,705 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of the Company at a price to the Underwriter of $146.51 per share in a registered public offering (the “Offering”). The Offering closed on September 4, 2025. The Company issued and sold 378,705 shares of Class A Common Stock, and the selling stockholder sold 150,000 shares of Class A Common Stock in the Offering. The Offering generated net proceeds for the Company of $55.48 million and net proceeds for the selling stockholder of $21.98 million. The Company intends to use the proceeds to settle in cash exchanges of membership units in HLA held by certain of its members. The Company did not receive any proceeds from the sale of shares by the selling stockholder.

The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company, HLA and the selling stockholder have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock for 45 days after September 2, 2025 without first obtaining the written consent of the Underwriter. The foregoing description is a summary and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

The Offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2024 (File No. 333-283233), a base prospectus included as part of the registration statement, and a prospectus supplement, dated September 2, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Simpson Thacher & Bartlett LLP, regarding the legality of the offer and sale of the Class A Common Stock in the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated September 2, 2025, among the Company, HLA, BofA Securities, Inc. and the selling stockholder referenced therein
5.1						Opinion of Simpson Thacher & Bartlett LLP, dated September 4, 2025
23.1						Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5.1 above)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 4, 2025
			By:			/s/ Lydia A. Gavalis
						Name:			Lydia A. Gavalis
						Title:			General Counsel and Secretary

FAQ

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

The company disclosed an Underwriting Agreement for an offering of Class A Common Stock, described customary indemnities and a 45-day resale restriction, and filed related exhibits.

How long is the resale restriction following the offering?

The filing states a 45-day restriction on selling or transferring Class A Common Stock or convertible securities without the underwriter's consent, effective after September 2, 2025.

Under what registration was the offering made?

The offering was made pursuant to an effective shelf registration statement, File No. 333-283233, and a prospectus supplement dated September 2, 2025.

Where can I find the Underwriting Agreement and legal opinion?

The Underwriting Agreement is filed as Exhibit 1.1 and the counsel opinion from Simpson Thacher & Bartlett LLP is filed as Exhibit 5.1 to the Current Report.

Does the 8-K disclose financial results or changes to operations?

No. The filing contains contractual and exhibit disclosures about the offering and does not present earnings, balance sheet items or operational changes.