[Form 4] Hamilton Lane INC Insider Trading Activity

Rhea-AI Filing Summary

Hamilton Lane director and >10% owner O. Griffith Sexton acquired 1,331 Class A shares as restricted stock on 09/16/2025 for no cash consideration; those shares vest one year from the transaction date. Following the grant, Mr. Sexton directly beneficially owns 4,852 Class A shares and indirectly holds 17,414 Class A shares through the O. Griffith Sexton 2016 Revocable Trust. He also holds 291,233 Class B shares reported through multiple trusts and Class B units exchangeable one-for-one into Class A shares.

The Form 4 notes the Class B shares carry ten votes per share but limited economic value beyond par on liquidation, and several holdings are held indirectly through trusts where Mr. Sexton serves as trustee.

Insights

Corporate Governance Expert

TL;DR Director received restricted stock that vests in one year; significant voting control remains concentrated via Class B shares.

The grant of 1,331 restricted Class A shares for service aligns the director's economic interest with public shareholders upon vesting, supporting governance alignment. However, the large holding of 291,233 Class B shares, which carry ten votes per share, preserves concentrated voting power even though those shares have limited liquidation value beyond par. Indirect holdings through multiple trusts where Mr. Sexton serves as trustee indicate centralized control and potential for continued influence over corporate decisions.

Securities Analyst

TL;DR Small equity grant; material ownership skewed toward high-vote Class B stock, affecting share class governance dynamics.

The reported 1,331 share restricted grant is modest in size and vests after one year, suggesting a standard director compensation practice rather than a major equity redistribution. The indirect ownership of 17,414 Class A shares and 291,233 Class B shares implies meaningful voting influence but limited economic upside of the Class B shares beyond par value on liquidation. For investors, the key takeaway is the persistence of concentrated voting structure rather than an immediate economic shift from this transaction.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

SEXTON O GRIFFITH

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		A		1,331(1)	A	$0	4,852	D
Class A Common Stock								17,414	I	See footnote(2)
Class B Common Stock								291,233(3)	I	See footnote(4)
Class B Common Stock								291,233(3)	I	See footnote(5)

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
Class B Units	(6)							(6)	(6)	Class A Common Stock	291,233		291,233	I	By the 2008 Sexton Des. Trust FBO Laura Sexton(7)
Class B Units	(6)							(6)	(6)	Class A Common Stock	291,233		291,233	I	By the 2008 Sexton Des. Trust FBO Matthew Sexton(8)

Explanation of Responses:

1. Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's Amended and Restated 2017 Equity Incentive Plan in consideration of the reporting person's service on the board of directors of the Issuer. The shares vest one year from the transaction date.

2. Mr. Sexton indirectly holds these shares through the O. Griffith Sexton 2016 Revocable Trust. Mr. Sexton is sole settlor, beneficiary, and trustee of the trust.

3. 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.

4. The securities reported in this row are owned by the Laura Sexton Trust. Mr. Sexton serves as trustee of this trust.

5. The securities reported in this row are owned by the Matthew Sexton Trust. Mr. Sexton serves as trustee of this trust.

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. The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.

8. The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.

Remarks:

In addition to serving as a director of the Issuer, Mr. Sexton 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	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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