Hamilton Lane (HLNE) executive buys 9,225 Class A common shares

Rhea-AI Filing Summary

Hamilton Lane Inc. Executive Co-Chairman and 10% owner Mario L. Giannini purchased 9,225 shares of Class A common stock in open-market transactions at a weighted average price of $107.3182 per share. Following this purchase, his direct Class A holdings total 105,723 shares.

The filing also updates indirect holdings of 1,312,331 Class B units and corresponding Class B common shares, which provide enhanced voting rights and, under an exchange agreement, are exchangeable on a one-for-one basis into Class A common stock or cash at the issuer’s election.

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^*

Giannini Mario L

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

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	$107.3182(1)	105,723	D
Class B Common Stock								1,312,331(2)	I	See footnote(3)

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	(4)							(4)	(4)	Class A Common Stock	1,312,331		1,312,331	I	See footnote(3)

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 $106.92 to $107.86 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. 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.

3. Represents 1,028,699 securities owned directly by Hamilton Lane Advisors, Inc., an S-corporation that is wholly owned by Mr. Giannini, and 283,632 securities owned directly by HLA Investments, LLC.

4. 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. 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 do not have an expiration date.

Remarks:

In addition to serving as Executive Co-Chairman 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).
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FAQ

What insider transaction did Mario Giannini report for Hamilton Lane (HLNE)?

Mario L. Giannini reported an open-market purchase of 9,225 shares of Hamilton Lane Class A common stock. The weighted average purchase price was $107.3182 per share, reflecting multiple trades between $106.92 and $107.86 on the transaction date.

How many Hamilton Lane (HLNE) Class A shares does Mario Giannini own after this Form 4?

After the reported transaction, Mario L. Giannini directly holds 105,723 shares of Hamilton Lane Class A common stock. This figure reflects his updated direct ownership position following the 9,225-share open-market purchase disclosed in the filing.

What price did Mario Giannini pay for Hamilton Lane (HLNE) shares in this filing?

The filing reports a weighted average purchase price of $107.3182 per share for the 9,225 Class A shares. Trades occurred in multiple transactions within a price range of $106.92 to $107.86 per share on the transaction date.

What are Hamilton Lane (HLNE) Class B units and how can they be exchanged?

Class B Units of Hamilton Lane Advisors, L.L.C. are exchangeable on a one-for-one basis into Class A common stock or, at the issuer’s election, for cash. Upon such an exchange, the corresponding Class B common stock share is redeemed at par value and cancelled.

What rights does Hamilton Lane (HLNE) Class B common stock provide?

Hamilton Lane Class B common stock primarily carries voting power, giving holders ten votes per share on all stockholder matters. Economically, it is limited to receiving only par value on liquidation, dissolution, or upon exchange tied to the related Class B units.

How are Mario Giannini’s indirect Hamilton Lane (HLNE) holdings structured?

The filing notes 1,312,331 securities held indirectly through Hamilton Lane Advisors, Inc., an S-corporation wholly owned by Mr. Giannini, and HLA Investments, LLC. These interests relate to Class B units and corresponding Class B common stock associated with the firm’s ownership structure.