Hamilton Lane (HLNE) GC granted 1,139 restricted shares plus performance stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gavalis Lydia reported acquisition or exercise transactions in this Form 4 filing.

Hamilton Lane Inc. reported that General Counsel & Secretary Lydia Gavalis received an award of 1,139 Class A common shares as restricted stock under the company’s 2017 Equity Incentive Plan. The award vests in four equal annual installments starting on May 29, 2027.

Following this grant, Gavalis directly holds 34,028 Class A shares, which include unvested restricted stock. She also holds performance stock awards that each represent a contingent right to receive Class A shares if performance goals are met, covering 6,522 underlying shares with a performance period ending on September 16, 2030 and 1,356 underlying shares with a performance period ending on September 16, 2029.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gavalis Lydia

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,139	$0.00	--
holding	Performance Stock	--	--	--
holding	Performance Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 34,028 shares (Direct, null); Performance Stock — 1,356 shares (Direct, null)

Footnotes (1)

Class A common stock, $0.001 par value per share (the "Class A Shares") issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The award vests in four equal annual installments commencing on May 29, 2027. Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan. Each share of performance stock represents a contingent right to receive one share of Class A Share. The performance stock vests at the end of the performance period if the Issuer's Class A Shares achieve a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030. Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests upon the Issuer's Class A Shares achieving a specified price per share. The performance period of the performance stock ends on September 16, 2029.

Key Figures

Restricted stock grant: 1,139 Class A shares Shares held after grant: 34,028 Class A shares Performance stock underlying: 6,522 Class A shares +2 more

5 metrics

Restricted stock grant 1,139 Class A shares Award to General Counsel on May 29, 2026

Shares held after grant 34,028 Class A shares Direct holdings following award, includes unvested restricted stock

Performance stock underlying 6,522 Class A shares Contingent on TSR growth; performance period ends September 16, 2030

Performance stock underlying 1,356 Class A shares Contingent on share price; performance period ends September 16, 2029

Vesting schedule Four equal annual installments Restricted stock starting May 29, 2027

Key Terms

restricted stock, performance stock, 2017 Equity Incentive Plan, TSR

4 terms

restricted stock financial

"issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance stock financial

"Each share of performance stock represents a contingent right to receive one share of Class A Share"

2017 Equity Incentive Plan financial

"under the Issuer's 2017 Equity Incentive Plan"

TSR financial

"achieve a specified growth rate of TSR over the performance period"

Total shareholder return (TSR) measures the full financial return an investor would get from owning a stock over a set period, combining share price movement and dividends into a single percentage. Think of it as the total change in value plus pocketed income, like tracking both your house’s price change and the rent you collected. Investors use TSR to compare which companies truly rewarded owners, since it captures both income and growth in one simple number.

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 04:45 PM

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
Estimated average burden
hours per response:			0.5

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^*

Gavalis Lydia

(Last)

(First)

(Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN

PENNSYLVANIA

19428

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/29/2026		A⁽¹⁾		1,139	A	$0	34,028⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,356		1,356	D
Performance Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	6,522		6,522	D

Explanation of Responses:

1. Class A common stock, $0.001 par value per share (the "Class A Shares") issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The award vests in four equal annual installments commencing on May 29, 2027.

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 Share. The performance stock vests at the end of the performance period if the Issuer's Class A Shares achieve a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030.

4. Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests upon the Issuer's Class A Shares achieving a specified price per share. The performance period of the performance stock ends on September 16, 2029.

Remarks:

	/s/ Lauren Platko, attorney-in-fact	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Hamilton Lane (HLNE) report for Lydia Gavalis?

Hamilton Lane reported that General Counsel & Secretary Lydia Gavalis received an award of 1,139 Class A common shares as restricted stock. The grant is part of the company’s 2017 Equity Incentive Plan and represents compensation, not an open-market share purchase.

How many Hamilton Lane (HLNE) shares does Lydia Gavalis hold after this Form 4?

After the restricted stock grant, Lydia Gavalis directly holds 34,028 Hamilton Lane Class A shares. This total includes unvested restricted stock granted under the company’s 2017 Equity Incentive Plan, reflecting her equity-based compensation position with the firm.

When do Lydia Gavalis’s new restricted Hamilton Lane (HLNE) shares vest?

The 1,139 restricted Class A shares awarded to Lydia Gavalis vest in four equal annual installments beginning on May 29, 2027. This structure ties her compensation to continued service and aligns her interests with longer-term company performance over several years.

What is the performance stock held by Lydia Gavalis at Hamilton Lane (HLNE)?

Each performance stock share gives a contingent right to receive one Class A share if specified goals are met. Gavalis holds awards linked to 6,522 underlying shares with a performance period ending September 16, 2030 and 1,356 underlying shares ending September 16, 2029.

Which performance goals affect Lydia Gavalis’s Hamilton Lane (HLNE) performance stock?

One performance stock grant vests based on Hamilton Lane’s Class A shares achieving a specified TSR growth rate over the performance period to September 16, 2030. Another vests if the shares reach a specified price per share before the period ending September 16, 2029.