Hamilton Lane CAO granted 2,226 performance shares

Hamilton Lane’s chief accounting officer received new performance stock awards and bought additional Class A shares through the employee share purchase plan.

Rhea-AI Filing Summary

Hamilton Lane Inc. (HLNE) reported that Chief Accounting Officer Carl Drew Thomas received new equity awards and made an employee share purchase. On September 16, 2026, he was granted 2,226 shares of performance stock, each representing a contingent right to receive one share of Class A common stock, vesting at the end of a performance period that runs through September 16, 2031 if the company’s Class A shares achieve a specified total shareholder return growth rate.

On June 30, 2026, he acquired 78 Class A shares at $67.01 per share under Hamilton Lane’s Employee Share Purchase Plan in a transaction exempt under Rule 16b-3(d), resulting in 1,924 Class A shares held directly, including unvested restricted stock granted under the 2017 Equity Incentive Plan. A separate performance stock position covers 1,356 underlying Class A shares with a performance period ending September 16, 2030. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

Grant/Award: 2,304 shares

Grant/Award 3 txns

Insider Carl Drew Thomas

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock F3	2,226	$0.00	$0.00
holding	Performance Stock F4	--	--	--
Grant/Award	Class A Common Stock F1, F2	78	$67.01	$5K

Holdings After Transaction: Performance Stock — 3,582 contracts for 1,356 underlying shares (Direct); Class A Common Stock — 1,924 shares (Direct)

Footnotes (4)

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. 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.
4. F4. 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, 2030.

Key Figures

Performance stock units granted: 2,226 units Performance stock 2031 performance period end: September 16, 2031 Existing performance stock underlying shares: 1,356 shares +4 more

7 metrics

Performance stock units granted 2,226 units Grant to Chief Accounting Officer on September 16, 2026, each convertible into one Class A share subject to TSR performance

Performance stock 2031 performance period end September 16, 2031 End of performance period for 2,226 newly granted performance stock units

Existing performance stock underlying shares 1,356 shares Underlying Class A shares for existing performance stock position with performance period ending September 16, 2030

Performance stock 2030 performance period end September 16, 2030 End of performance period for existing performance stock covering 1,356 underlying Class A shares

Class A shares purchased via ESPP 78 shares Acquired on June 30, 2026 under the Employee Share Purchase Plan, exempt under Rule 16b-3(d)

ESPP purchase price $67.01 per share Price paid for the 78 Class A shares acquired June 30, 2026

Class A shares held after ESPP purchase 1,924 shares Direct Class A holdings of Carl Drew Thomas after the June 30, 2026 transaction, including unvested restricted stock

Key Terms

Performance stock, Total shareholder return, Employee Share Purchase Plan, Rule 16b-3(d), +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.

Employee Share Purchase Plan financial

"acquired pursuant to the Issuer's Employee Share Purchase Plan"

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.

Rule 16b-3(d) regulatory

"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.

2017 Equity Incentive Plan financial

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

FAQ

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

What insider transactions did Hamilton Lane (HLNE) disclose for Carl Drew Thomas?

Hamilton Lane disclosed that Chief Accounting Officer Carl Drew Thomas received a grant of 2,226 performance stock units on September 16, 2026 and purchased 78 Class A shares at $67.01 per share on June 30, 2026 through the Employee Share Purchase Plan.

How many performance stock units did the HLNE chief accounting officer receive and when do they vest?

Carl Drew Thomas received 2,226 performance stock units on September 16, 2026. Each unit represents a contingent right to one Class A share and vests at the end of a performance period that ends on September 16, 2031, if specified total shareholder return growth targets are achieved.

What existing performance stock holdings does the HLNE officer have from earlier grants?

Separate from the new grant, Thomas holds performance stock tied to 1,356 underlying Class A shares. These vest at the end of a performance period that ends on September 16, 2030, subject to Hamilton Lane’s Class A shares achieving a specified total shareholder return growth rate.

How many Hamilton Lane (HLNE) Class A shares does Carl Drew Thomas hold after the June 30, 2026 transaction?

After the June 30, 2026 transaction, Carl Drew Thomas directly holds 1,924 Class A shares. This amount includes unvested restricted stock granted under Hamilton Lane’s 2017 Equity Incentive Plan, as stated in the filing footnotes.

At what price did the HLNE chief accounting officer buy shares under the Employee Share Purchase Plan?

On June 30, 2026, Carl Drew Thomas acquired 78 Class A shares at $67.01 per share through Hamilton Lane’s Employee Share Purchase Plan in a transaction described as exempt under Rule 16b-3(d).

Were the Hamilton Lane (HLNE) insider transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, and there is no footnote indicating that these transactions were executed under a Rule 10b5-1 or similar pre-arranged trading plan.

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

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Available on EDGAR 09/18/2026 - 04:46 PM Accepted by SEC EDGAR 09/18/2026 - 04:46 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^*

Carl Drew Thomas

(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)
	Chief Accounting 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	78	A	$67.01	1,924(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock	(3)	09/16/2026		A		2,226		(3)	(3)	Class A Common Stock	2,226	$0	2,226	D
Performance Stock	(4)							(4)	(4)	Class A Common Stock	1,356		1,356	D

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. 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.

4. 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, 2030.

Remarks:

	/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)