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Hamilton Lane grants CFO 22,252 performance shares

Hamilton Lane’s CFO received a new 22,252-share performance stock award while 393 shares were withheld to cover taxes on vesting restricted stock.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hamilton Lane INC (HLNE) reported that Chief Financial Officer Jeffrey Brian Armbrister received a grant of 22,252 shares of performance stock on September 16, 2026, each representing a contingent right to one Class A common share, vesting based on total shareholder return (TSR) performance through September 16, 2031.

On the same date, 393 Class A shares were withheld and delivered to the issuer at $93.03 per share to pay withholding taxes on vesting restricted stock awards, leaving 12,565 Class A shares held directly. He also holds multiple outstanding performance stock awards tied to specified TSR or share-price hurdles with performance periods ending in 2029, 2030, and 2031.

Positive

  • None.

Negative

  • None.
Insider Armbrister Jeffrey Brian
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Performance Stock F3 22,252 $0.00 $0.00
Tax Withholding Class A Common Stock F1, F2 393 $93.03 $37K
holding Performance Stock F4 -- -- --
holding Performance Stock F5 -- -- --
holding Performance Stock F6 -- -- --
Holdings After Transaction: Performance Stock — 41,677 contracts for 19,425 underlying shares (Direct); Class A Common Stock — 12,565 shares (Direct)
Footnotes (6)
  1. F1. Class A common stock, $0.001 par value per share (the "Class A Shares") delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
  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 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.
  5. F5. 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.
  6. F6. 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.
Performance stock grant 22,252 shares Performance stock award granted September 16, 2026, each tied to one Class A share
Tax-withholding shares 393 shares Class A shares delivered to issuer to pay withholding taxes on vested restricted stock
Withholding price per share $93.03 per share Value used for 393 Class A shares delivered for tax withholding
Class A shares held after transaction 12,565 shares Direct Class A common stock holdings after September 16, 2026 transaction
Performance stock underlying shares 4,348 shares Underlying Class A shares for one performance stock award position
Performance stock underlying shares 13,044 shares Underlying Class A shares for a second performance stock award position
Performance stock underlying shares 2,033 shares Underlying Class A shares for a third performance stock award position
Performance period end date (new award) September 16, 2031 Performance period end for the 22,252-share performance stock grant
performance stock financial
"Each share of performance stock represents a contingent right to receive one Class A Share."
withholding taxes financial
"Class A Shares delivered to the issuer for the payment of withholding taxes"
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.
total shareholder return financial
"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.
performance period financial
"The performance period of the performance stock ends on September 16, 2031."
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
restricted stock awards financial
"withholding taxes due upon the vesting of previously granted restricted stock awards"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

FAQ

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

What equity award did HLNE grant to its CFO on September 16, 2026?

Hamilton Lane granted the CFO 22,252 shares of performance stock, each a contingent right to receive one Class A common share, vesting based on achieving a specified TSR growth rate over a performance period ending September 16, 2031.

Why were 393 HLNE Class A shares delivered to the issuer?

On September 16, 2026, 393 Class A shares were delivered to the issuer at $93.03 per share to pay withholding taxes due upon the vesting of previously granted restricted stock awards.

How many HLNE Class A shares does the CFO hold after the reported transactions?

Following the September 16, 2026 tax-withholding transaction, the CFO holds 12,565 Class A common shares directly, which include unvested restricted stock granted under Hamilton Lane’s 2017 Equity Incentive Plan.

What are the vesting conditions for HLNE performance stock granted to the CFO?

Each performance stock share represents a contingent right to one Class A share and vests based on specified TSR growth rates or share-price targets over defined performance periods ending in 2029, 2030, and 2031, depending on the specific award.

Does the Form 4 indicate use of a Rule 10b5-1 trading plan for HLNE?

No. The filing indicates no Rule 10b5-1 trading plan for these reported transactions; the document-level Rule 10b5-1 checkbox is not marked as being under such a plan.

What additional performance stock positions does the HLNE CFO hold?

In addition to the new 22,252-share award, the CFO has outstanding performance stock linked to 4,348, 13,044, and 2,033 underlying Class A shares, each vesting upon meeting specified share-price or TSR performance conditions over their respective performance periods.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Armbrister Jeffrey Brian

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/16/2026F(1)393D$93.0312,565(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock(3)09/16/2026A22,252 (3) (3)Class A Common Stock22,252$022,252D
Performance Stock(4) (4) (4)Class A Common Stock4,3484,348D
Performance Stock(5) (5) (5)Class A Common Stock13,04413,044D
Performance Stock(6) (6) (6)Class A Common Stock2,0332,033D
Explanation of Responses:
1. Class A common stock, $0.001 par value per share (the "Class A Shares") delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
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 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.
5. 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.
6. 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-fact09/18/2026
** Signature of Reporting PersonDate
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)

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