Hamilton Lane (HLNE) Officer Granted 1,356 Performance Shares; Sold 1,217 Shares

Rhea-AI Filing Summary

Carl Drew Thomas, Chief Accounting Officer of Hamilton Lane Inc. (HLNE), reported transactions on 09/16/2025. He disposed of 1,217 shares of Class A common stock, which include unvested restricted stock from the 2017 Equity Incentive Plan. On the same date he was granted 1,356 performance stock units that each represent a contingent right to one share of Class A common stock and vest only if the company meets a specified total shareholder return growth target by the end of the performance period on September 16, 2030. The performance stock was granted at a $0 exercise price and is reported as directly owned following the award.

Positive

• Performance-based award of 1,356 units ties senior executive pay to long-term TSR through 09/16/2030
• Grant converts one-for-one into Class A common stock at $0, indicating retention-focused compensation

Negative

• Disposition of 1,217 Class A shares by the Chief Accounting Officer on 09/16/2025

Insights

Securities Analyst

TL;DR: Insider sold existing Class A shares and received performance-based awards that vest in 2030, aligning compensation with long-term TSR performance.

The reported Form 4 shows a contemporaneous disposition of 1,217 Class A shares and a grant of 1,356 performance stock units to the Chief Accounting Officer on 09/16/2025. The performance units convert one-for-one into Class A shares if a specified TSR growth target is met by 09/16/2030 and carry a $0 per-share price, indicating a retention and long-term incentive design rather than a market-priced purchase. The disclosure also notes some disposed shares were unvested restricted stock under the 2017 Equity Incentive Plan. For investors, this is a routine disclosure of compensation-related awards and an insider sale, with the grant structured to tie pay to multi-year shareholder returns.

Corporate Governance Expert

TL;DR: The filings indicate routine compensation grant mechanics and an ordinary disposition, with long-term performance conditions attached to new awards.

The Form 4 identifies the reporting person as an officer and details a performance-stock award subject to a five-year performance period ending 09/16/2030. The one-for-one conversion and $0 price suggest standard performance-based equity rather than an immediate cashless benefit. The contemporaneous sale of 1,217 shares, including previously granted restricted stock, is noted without explanation of reason or volume relative to total holdings. From a governance perspective, the transaction follows standard equity compensation practices and was properly reported by an attorney-in-fact signature on 09/18/2025.

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).

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)
09/16/2025

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								1,217(1)	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	(2)	09/16/2025		A		1,356		(2)	(2)	Class A Common Stock	1,356	$0	1,356	D

Explanation of Responses:

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

2. 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	09/18/2025
	** 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.

FAQ

What transactions did HLNE insider Carl Drew Thomas report on Form 4?

He reported a disposition of 1,217 Class A common shares and a grant of 1,356 performance stock units on 09/16/2025.

When do the performance stock units granted to the HLNE officer vest?

The performance stock vests at the end of the performance period on September 16, 2030, contingent on meeting a TSR growth target.

What is the conversion and price of the performance stock awarded to the HLNE officer?

Each performance stock unit represents a contingent right to one share of Class A common stock and was granted with an effective price of $0.

How was the Form 4 signed and when was it filed?

The Form 4 was signed by an attorney-in-fact, /s/ Lauren Platko, and dated 09/18/2025.

Does the Form 4 indicate any indirect ownership or special arrangements?

The filing lists ownership form as Direct (D) for the reported holdings and awards; no indirect ownership details are provided.