Hamilton Lane (HLNE) CAO reports ESPP share buy and tax withholding

Rhea-AI Filing Summary

Hamilton Lane Inc. Chief Accounting Officer Carl Drew Thomas reported routine share movements tied to compensation and tax withholding. He acquired 46 shares of Class A common stock on December 31, 2025 through the company’s Employee Share Purchase Plan, a transaction exempt under Rule 16b-3(d). On March 14, 2026, 85 shares of Class A common were delivered back to the company to cover withholding taxes due upon the vesting of previously granted restricted stock awards, reducing his direct holdings to 1,178 shares. He also holds performance stock representing a contingent right to receive 1,356 shares of Class A common stock, which will vest only if the stock achieves a specified total shareholder return growth rate over a performance period ending on September 16, 2030.

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^*

Carl Drew Thomas

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	12/31/2025		A(1)	V	46	A	$114.16	1,263(2)	D
Class A Common Stock	03/14/2026		F(3)		85	D	$96.85	1,178(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	(4)							(4)	(4)	Class A Common Stock	1,356		1,356	D

Explanation of Responses:

1. These 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. Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.

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

Remarks:

	/s/ Lauren Platko, attorney-in-fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HLNE’s Carl Drew Thomas report?

Carl Drew Thomas reported one acquisition and one disposition. He acquired 46 Class A shares via the Employee Share Purchase Plan and later delivered 85 shares to Hamilton Lane to pay withholding taxes on vesting restricted stock awards.

How many Hamilton Lane (HLNE) shares does Carl Drew Thomas hold after these transactions?

After the reported transactions, he holds 1,178 Class A shares directly. This figure reflects the 85 shares delivered to the company for tax withholding, as well as previously acquired shares including those under compensation plans.

What is the nature of the tax-related share disposition reported by HLNE’s CAO?

The 85-share disposition was a tax-withholding event, not an open-market sale. These shares were delivered to Hamilton Lane to satisfy withholding taxes owed when previously granted restricted stock awards vested.

How were the 46 Hamilton Lane (HLNE) shares acquired by Carl Drew Thomas?

The 46 shares were acquired through Hamilton Lane’s Employee Share Purchase Plan. According to the disclosure, this transaction was exempt from certain insider trading rules under Rule 16b-3(d) and reflects a compensation-related acquisition, not an open-market purchase.

What performance stock holdings does HLNE’s Carl Drew Thomas report?

He reports performance stock tied to 1,356 underlying Class A shares. Each performance stock unit represents a contingent right to one share, vesting only if a specified total shareholder return growth rate is achieved by the end of the performance period on September 16, 2030.

How does the performance stock granted to HLNE’s CAO vest?

The performance stock vests based on total shareholder return (TSR) performance. Vesting occurs at the end of the performance period if Hamilton Lane’s Class A shares achieve a specified TSR growth rate over the period ending September 16, 2030.