Hamilton Lane grants COO 22,252 performance shares

Hamilton Lane’s COO received new performance stock awards with long-dated vesting targets and had a small share withholding to satisfy tax obligations.

Rhea-AI Filing Summary

Hamilton Lane Inc. (HLNE) reported that Chief Operating Officer Andrea Anigati Kramer received a grant of 22,252 shares of performance stock on September 16, 2026, each representing a contingent right to one Class A Share that vests based on total shareholder return or share-price hurdles with performance periods ending between 2029 and 2031. On the same date, 736 Class A Shares were delivered back to Hamilton Lane at $93.03 per share to cover withholding taxes on previously granted restricted stock awards, a non-market disposition. She also continues to hold multiple performance stock awards and indirect interests in Class B and Class C units of Hamilton Lane Advisors, L.L.C., which are exchangeable one-for-one into Class A Shares under an Exchange Agreement, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Kramer Andrea Anigati

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock F5	22,252	$0.00	$0.00
Tax Withholding	Class A Common Stock F3, F2	736	$93.03	$68K
holding	Performance Stock F6	--	--	--
holding	Performance Stock F7	--	--	--
holding	Performance Stock F8	--	--	--
holding	Class B Units F9, F10	--	--	--
holding	Class C Units F9, F10	--	--	--
holding	Class B Common Stock F4	--	--	--
Grant/Award	Class A Common Stock F1, F2	27	$67.01	$2K

Holdings After Transaction: Performance Stock — 42,764 contracts for 20,512 underlying shares (Direct); Class A Common Stock — 86,641 shares (Direct); Class B Units — 135,970 contracts (Indirect, See footnote); Class C Units — 195,317 contracts (Indirect, See footnote); Class B Common Stock — 135,970 shares (Direct)

Footnotes (10)

1. F1. Shares of Class A common stock, $0.001 par value per share (the "Class A Shares") acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d).
2. F2. Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.
3. F3. Class A Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
4. F4. 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.
5. F5. Each share of performance stock represents a contingent right to receive one 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, 2031.
6. F6. 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. F7. 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 achieve a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030.
8. F8. 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. F9. 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. F10. Held on behalf of the reporting person by HL Management Investors, LLC.

Key Figures

Performance stock grant: 22,252 shares Shares withheld for taxes: 736 Class A Shares Withholding price per share: $93.03 per share +5 more

8 metrics

Performance stock grant 22,252 shares Grant of performance stock to COO on September 16, 2026

Shares withheld for taxes 736 Class A Shares Delivered to issuer to cover withholding taxes on restricted stock vesting

Withholding price per share $93.03 per share Price for 736 Class A Shares delivered for tax withholding

Performance stock tranche 1 underlying 5,435 shares Underlying Class A Shares for one performance stock award

Performance stock tranche 2 underlying 2,033 shares Underlying Class A Shares for another performance stock award

Performance stock tranche 3 underlying 13,044 shares Underlying Class A Shares for a further performance stock award

Class B Units underlying 135,970 shares Indirect Class B Units exchangeable into Class A Shares

Class C Units underlying 195,317 shares Indirect Class C Units exchangeable into Class A Shares

Key Terms

Performance stock, Total shareholder return, Exchange Agreement, withholding taxes, +1 more

5 terms

Performance stock financial

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

Total shareholder return financial

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

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

Exchange Agreement financial

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

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

withholding taxes financial

"for the payment of withholding taxes due upon the vesting of previously granted restricted stock"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

Class B common stock financial

"The Class B common stock does not carry economic value beyond the right to receive the par value"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Hamilton Lane (HLNE) grant to its COO on September 16, 2026?

Hamilton Lane granted COO Andrea Anigati Kramer 22,252 shares of performance stock, each a contingent right to one Class A Share that vests if total shareholder return or share-price conditions are met over performance periods ending between 2029 and 2031.

How many Hamilton Lane (HLNE) shares were withheld to cover taxes for the COO?

On September 16, 2026, 736 Class A Shares of Hamilton Lane were delivered to the issuer at $93.03 per share to pay withholding taxes due upon the vesting of previously granted restricted stock awards.

What are the vesting conditions of the new Hamilton Lane (HLNE) performance stock?

Each share of performance stock represents a right to one Class A Share and vests only if Hamilton Lane’s Class A Shares reach specified total shareholder return or share-price targets over performance periods ending on September 16, 2029, 2030, or 2031, depending on the grant.

Does the Hamilton Lane (HLNE) Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, meaning the reported transactions, including the performance stock grant and tax withholding, are not stated to be under a Rule 10b5-1 trading plan.

What indirect interests in Hamilton Lane (HLNE) equity does the COO hold?

The COO has indirect holdings of Class B Units (135,970 underlying Class A Shares) and Class C Units (195,317 underlying Class A Shares) of Hamilton Lane Advisors, L.L.C., held on her behalf by HL Management Investors, LLC and exchangeable one-for-one into Class A Shares or cash.

What voting rights are attached to Hamilton Lane’s Class B common stock held by the COO?

The filing states that each share of Class B common stock carries ten votes per share on matters submitted to stockholders but has no economic value beyond receiving par value upon liquidation, dissolution, or exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 04:54 PM Accepted by SEC EDGAR 09/18/2026 - 04:52 PM Learn about SEC filing dates

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)
09/16/2026

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	06/30/2026		A(1)	V	27	A	$67.01	87,377(2)	D
Class A Common Stock	09/16/2026		F(3)		736	D	$93.03	86,641(2)	D
Class B Common Stock								135,970(4)	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	(5)	09/16/2026		A		22,252		(5)	(5)	Class A Common Stock	22,252	$0	22,252	D
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. Shares of Class A common stock, $0.001 par value per share (the "Class A Shares") 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. Class A Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.

4. 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.

5. Each share of performance stock represents a contingent right to receive one 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, 2031.

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 achieve 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/ Lydia Gavalis, attorney-in-fact	09/18/2026
	** 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)