Hamilton Lane (HLNE) COO adds Class A stock and performance awards in Form 4

Rhea-AI Filing Summary

Hamilton Lane Inc. Chief Operating Officer Andrea Anigati Kramer reported new equity awards and updated holdings. She received 3,543 shares of Class A common stock as restricted stock under the 2017 Equity Incentive Plan, which vest in four equal annual installments starting on May 29, 2027. She also acquired 62 Class A shares through the Employee Share Purchase Plan, a transaction exempt under Rule 16b-3(d), bringing her direct Class A holdings to 86,067 shares. In addition, she reports indirect interests in Class B and Class C units of Hamilton Lane Advisors, L.L.C. that are exchangeable one-for-one into Class A shares, and multiple tranches of performance stock that each represent a contingent right to receive Class A shares if specified stock-price or total shareholder return conditions are met through performance periods ending between 2029 and 2031.

Insights

Equity compensation analyst

Filing shows routine equity awards and updated positions, with no sales.

COO Andrea Anigati Kramer received 3,543 restricted Class A shares that vest over four years starting on May 29, 2027, plus 62 Class A shares through the Employee Share Purchase Plan. These are compensation-related, not open-market trades.

The filing also details sizeable derivative-style holdings: Class B and Class C units exchangeable one-for-one into Class A shares, and several tranches of performance stock covering 13,044, 2,033, and 5,435 underlying shares. Each performance award vests only if specified price or total shareholder return conditions are met by performance periods ending in 2029, 2030, and 2031.

Overall, this Form 4 primarily refreshes the picture of Kramer’s equity-linked exposure, with acquisitions only and no reported sales or dispositions in the period covered.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Kramer Andrea Anigati

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,543	$0.00	--
holding	Performance Stock	--	--	--
holding	Performance Stock	--	--	--
holding	Performance Stock	--	--	--
holding	Class B Units	--	--	--
holding	Class C Units	--	--	--
holding	Class B Common Stock	--	--	--
Grant/Award	Class A Common Stock	62	$84.89	$5K

Holdings After Transaction: Class A Common Stock — 86,067 shares (Direct, null); Performance Stock — 5,435 shares (Direct, null); Class B Units — 135,970 shares (Indirect, See footnote); Class C Units — 195,317 shares (Indirect, See footnote); Class B Common Stock — 135,970 shares (Direct, null)

Footnotes (1)

1. These shares of Class A common stock, $0.001 par value per share (the "Class A Shares") were acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d). Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan. Includes 17,913 Class A Shares held in an IRA previously reported as indirectly owned. 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. 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. 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, 2031. Each share of performance stock represents a contingent right to receive one Class A Share of the Issuer. The performance stock vests at the end of the performance period if the Issuer's Class A Shares achieves 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. Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. ("HLA") are exchangeable, on a one-for-one basis, for Class A Shares 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 and Class C Units of HLA do not have an expiration date. Held on behalf of the reporting person by HL Management Investors, LLC.

Key Figures

Restricted stock award: 3,543 shares ESPP acquisition: 62 shares at $84.89/share Direct Class A holdings: 86,067 shares +5 more

8 metrics

Restricted stock award 3,543 shares Class A common stock granted; vests over four years from May 29, 2027

ESPP acquisition 62 shares at $84.89/share Class A common stock via Employee Share Purchase Plan; exempt under Rule 16b-3(d)

Direct Class A holdings 86,067 shares Total Class A common stock held directly after reported transactions

Class C Units underlying 195,317 shares Underlying Class A shares for Class C Units, exchangeable one-for-one

Class B Units underlying 135,970 shares Underlying Class A shares for Class B Units, exchangeable one-for-one

Performance stock tranche 1 13,044 shares Contingent Class A shares; vests on price target by September 16, 2031

Performance stock tranche 2 2,033 shares Contingent Class A shares; vests on TSR growth by September 16, 2030

Performance stock tranche 3 5,435 shares Contingent Class A shares; vests on price target by September 16, 2029

Key Terms

Employee Share Purchase Plan, 2017 Equity Incentive Plan, performance stock, total shareholder return (TSR), +2 more

6 terms

Employee Share Purchase Plan financial

"were acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction"

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

2017 Equity Incentive Plan financial

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

performance stock financial

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

total shareholder return (TSR) financial

"achieves a specified growth rate of TSR over the performance period."

Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.

Exchange Agreement financial

"Pursuant to an Exchange Agreement entered into in connection with a reorganization"

Rule 16b-3(d) regulatory

"acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d)."

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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^*

Kramer Andrea Anigati

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/31/2026		A(1)	V	62	A	$84.89	82,524(2)(3)	D
Class A Common Stock	05/29/2026		A(4)		3,543	A	$0	86,067(2)(3)	D
Class B Common Stock								135,970(5)	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	(6)							(6)	(6)	Class A Common Stock	5,435		5,435	D
Performance Stock	(7)							(7)	(7)	Class A Common Stock	2,033		2,033	D
Performance Stock	(8)							(8)	(8)	Class A Common Stock	13,044		13,044	D
Class B Units	(9)							(9)	(9)	Class A Common Stock	135,970		135,970	I	See footnote(10)
Class C Units	(9)							(9)	(9)	Class A Common Stock	195,317		195,317	I	See footnote(10)

Explanation of Responses:

1. These shares of Class A common stock, $0.001 par value per share (the "Class A Shares") were acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d).

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

3. Includes 17,913 Class A Shares held in an IRA previously reported as indirectly owned.

4. 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.

5. 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.

6. 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, 2031.

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

8. 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.

9. Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. ("HLA") are exchangeable, on a one-for-one basis, for Class A Shares 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 and Class C Units of HLA do not have an expiration date.

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

Remarks:

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

	/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)

FAQ

What new shares did Hamilton Lane (HLNE) COO Andrea Kramer acquire?

Andrea Kramer acquired 3,543 shares of Class A common stock as restricted stock and 62 Class A shares through the Employee Share Purchase Plan, according to the Form 4. These awards increase her direct Class A holdings and are part of Hamilton Lane’s equity compensation programs.

How many Hamilton Lane (HLNE) Class A shares does the COO now hold directly?

After the reported transactions, Andrea Kramer holds 86,067 Class A common shares directly. This figure includes unvested restricted stock granted under the 2017 Equity Incentive Plan and 17,913 Class A shares held in an IRA that were previously reported as indirectly owned.

How do Andrea Kramer’s Hamilton Lane (HLNE) restricted stock awards vest?

The reported restricted stock award of 3,543 Class A shares vests in four equal annual installments starting on May 29, 2027. These shares were granted under Hamilton Lane’s 2017 Equity Incentive Plan and are subject to continued service and the plan’s standard conditions.

What performance stock awards linked to Hamilton Lane (HLNE) shares does the COO hold?

Andrea Kramer holds performance stock representing contingent rights to 13,044, 2,033, and 5,435 Class A shares. These vest only if specified share-price or total shareholder return targets are met over performance periods ending on September 16, 2031, 2030, and 2029, respectively.

What are Hamilton Lane (HLNE) Class B and Class C units mentioned in the filing?

The filing notes Class B and Class C units of Hamilton Lane Advisors, L.L.C. are exchangeable one-for-one into Class A common shares or, at the issuer’s election, for cash. Corresponding Class B common stock carries ten votes per share but minimal economic value beyond par on liquidation.

Were there any Hamilton Lane (HLNE) share sales by the COO in this Form 4?

No sales were reported. The Form 4 shows only acquisitions and holdings: restricted stock, Employee Share Purchase Plan shares, exchangeable Class B and Class C units, and performance stock. The transaction summary indicates zero open-market buys or sells during the reported period.