Hamilton Lane (HLNE) Co-CEO Hirsch adds 9,225 Class A shares in open-market buy

Rhea-AI Filing Summary

Hamilton Lane Inc. director and Co-CEO Erik R. Hirsch purchased 9,225 shares of Class A common stock in an open-market transaction at a weighted average price of $107.1285 per share on February 20, 2026. Following this purchase, he directly holds 70,494 Class A shares, which include unvested restricted stock granted under the 2017 Equity Incentive Plan. He also has 544,000 shares of performance stock, each representing a contingent right to one Class A share that vests only if the stock reaches specified price targets before September 16, 2031.

Separately, 809,781 Class B Units of Hamilton Lane Advisors, L.L.C. are held on his behalf by HL Management Investors, LLC; each unit is exchangeable on a one-for-one basis for Class A common stock or, at the issuer’s election, cash, and has no expiration date. A corresponding 809,781 shares of Class B common stock, which carry ten votes per share but limited economic value, remain outstanding in connection with these units.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hirsch Erik R.

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hamilton Lane INC [ HLNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/20/2026		P		9,225	A	$107.1285(1)	70,494(2)(3)	D
Class B Common Stock								809,781(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock	(5)							(5)	(5)	Class A Common Stock	544,000		544,000	D
Class B Units	(6)							(6)	(6)	Class A Common Stock	809,781		809,781(3)	I	See footnote(7)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") were purchased in multiple transactions at prices ranging from $106.71 to $107.26 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the range set forth in this footnote.

2. Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.

3. Since the date of the Reporting Person's last ownership report, Reporting Person transferred 59,006 shares of Class A Common Stock and 300,000 shares of Class B common stock of the Issuer to his ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.

4. The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote.

5. Each share of performance stock represents a contingent right to receive one share of Class A common stock. The performance stock vests upon the Issuer's Class A common stock achieving a specified price per share. The performance period of the performance stock ends on September 16, 2031.

6. Pursuant to an Exchange Agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") are exchangeable, on a one-for-one basis, for shares of Class A common stock or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units of HLA do not have an expiration date.

7. Held on behalf of the reporting person by HL Management Investors, LLC.

Remarks:

In addition to serving as an officer and director of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock

	/s/ Lauren Platko, attorney-in-fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Hamilton Lane (HLNE) Co-CEO Erik R. Hirsch report in this Form 4?

Erik R. Hirsch reported buying 9,225 Hamilton Lane Class A shares in the open market. The weighted average purchase price was $107.1285 per share, increasing his direct Class A holdings to 70,494 shares, including unvested restricted stock granted under the 2017 Equity Incentive Plan.

How many Hamilton Lane Class A shares does Erik R. Hirsch now directly own?

After the reported transaction, Erik R. Hirsch directly owns 70,494 Class A common shares. This amount includes unvested restricted stock issued under Hamilton Lane’s 2017 Equity Incentive Plan, as noted in the filing’s footnotes describing the composition of his reported Class A ownership.

At what price did Erik R. Hirsch buy Hamilton Lane (HLNE) Class A stock?

Hirsch bought the Class A shares at a weighted average price of $107.1285 per share. The filing explains the purchase occurred through multiple trades between $106.71 and $107.26 per share, and he can provide full trade breakdowns upon request to interested parties.

What performance stock holdings does Erik R. Hirsch report for Hamilton Lane (HLNE)?

Hirsch reports 544,000 shares of performance stock, each representing a contingent right to one Class A share. These awards vest only if Hamilton Lane’s Class A stock hits specified price targets before the performance period ends on September 16, 2031, as detailed in the footnotes.

What are the Class B Units and Class B common stock reported in the HLNE Form 4?

The filing lists 809,781 Class B Units of Hamilton Lane Advisors, L.L.C., held on Hirsch’s behalf by HL Management Investors, LLC. Each unit can be exchanged one-for-one for Class A shares or cash, and is paired with Class B common stock carrying ten votes per share but limited economic value.

How do Hamilton Lane (HLNE) Class B common shares differ from Class A shares?

The Class B common stock carries ten votes per share on all stockholder matters but has minimal economic rights. Holders receive only par value upon liquidation, dissolution, or exchange, unlike Class A common shares, which carry the primary economic interest in Hamilton Lane’s equity.