Hamilton Lane (HLNE) CFO logs tax-withholding share transfer and performance stock holdings

Rhea-AI Filing Summary

Hamilton Lane Inc. Chief Financial Officer Jeffrey Brian Armbrister reported routine equity compensation activity. On March 14, 2026, 590 shares of Class A common stock were delivered back to Hamilton Lane at $96.85 per share to cover withholding taxes due on previously vested restricted stock awards. After this tax-withholding disposition, he directly held 10,849 shares of Class A common stock.

Armbrister also reported holdings of performance stock that each represent a contingent right to receive one share of Class A common stock. These awards vest only if Hamilton Lane’s Class A stock reaches specified price or total shareholder return targets, with performance periods ending on September 16, 2029, September 16, 2030, and September 16, 2031. The filing shows underlying performance stock positions tied to 4,348, 13,044, and 2,033 potential Class A shares, all held directly.

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^*

Armbrister Jeffrey Brian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		F(1)		590	D	$96.85	10,849(2)	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	(3)							(3)	(3)	Class A Common Stock	4,348		4,348	D
Performance Stock	(4)							(4)	(4)	Class A Common Stock	13,044		13,044	D
Performance Stock	(5)							(5)	(5)	Class A Common Stock	2,033		2,033	D

Explanation of Responses:

1. Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.

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

3. 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.

4. 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, 2029.

5. Each share of performance stock represents a contingent right to receive one share of Class A common stock of the Issuer. The performance stock vests at the end of the performance period if the Issuer's Class A common stock achieves a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030.

Remarks:

	/s/ Lauren Platko, attorney-in-fact	03/17/2026
	** 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).
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FAQ

What insider transaction did Hamilton Lane (HLNE) disclose for its CFO?

Hamilton Lane’s CFO Jeffrey Brian Armbrister reported 590 Class A shares delivered to the company to cover withholding taxes on vested restricted stock. This was a tax-withholding disposition, not an open-market sale, and left him holding 10,849 Class A shares directly.

Did Hamilton Lane (HLNE) CFO Jeffrey Armbrister sell shares on the open market?

The disclosed 590-share transaction was for tax withholding, not an open-market sale. Shares were delivered to Hamilton Lane to pay taxes on previously vested restricted stock awards, a routine administrative event tied to equity compensation rather than a discretionary stock sale.

How many Hamilton Lane (HLNE) Class A shares does the CFO hold after this filing?

Following the March 14, 2026 tax-withholding disposition, CFO Jeffrey Armbrister directly holds 10,849 shares of Hamilton Lane Class A common stock. This figure reflects his position after delivering 590 shares back to the company to satisfy related tax obligations.

What performance stock awards does Hamilton Lane (HLNE) CFO currently report?

The CFO reports multiple performance stock awards, each representing a contingent right to one Class A share. Underlying amounts include 4,348, 13,044, and 2,033 shares. These vest only if specified stock price or total shareholder return targets are met during defined performance periods.

When do Hamilton Lane (HLNE) performance stock awards for the CFO vest if conditions are met?

The performance stock awards have performance periods ending on September 16, 2029, September 16, 2030, and September 16, 2031. Vesting occurs only if Hamilton Lane’s Class A common stock achieves specified price levels or total shareholder return growth targets by those dates.

Are there exercise prices associated with Hamilton Lane (HLNE) CFO performance stock awards?

The performance stock awards carry a stated exercise price of $0.00, reflecting their nature as contingent rights rather than traditional options. Each unit can convert into one Class A share if specified stock price or total shareholder return conditions are satisfied within the performance period.