Hamilton Lane Form 4: Kramer Disposes 736 Shares for Taxes, Retains Large Voting Stake

Rhea-AI Filing Summary

Andrea Anigati Kramer, Hamilton Lane Inc. (HLNE) Chief Operating Officer and director, reported routine equity transactions and holdings. On 03/31/2025 she acquired 42 Class A shares under the company Employee Share Purchase Plan at $126.37 per share. On 09/16/2025 she delivered 736 Class A shares to the issuer to satisfy withholding taxes at $146.53 per share, reducing her direct Class A holdings from 64,080 to 63,344 shares. She also reports 17,913 Class A shares indirectly held in an IRA trust for which she is trustee, 135,970 shares of Class B common stock, and various performance-based awards and exchangeable units that are convertible into large numbers of Class A shares, including 135,970 Class A equivalents from Class B Units and 195,317 from Class C Units.

Positive

• Participation in Employee Share Purchase Plan: Acquisition of 42 Class A shares at $126.37 demonstrates alignment with company compensation programs.
• Retained substantial indirect holdings: 17,913 Class A shares held in an IRA custodial trust and large exchangeable units indicate ongoing long-term economic interest.

Negative

• Disposition for tax withholding: 736 Class A shares delivered to issuer at $146.53 reduced direct holdings from 64,080 to 63,344 shares.
• Concentrated voting power: Ownership of 135,970 Class B shares (10 votes per share) and exchangeable units could concentrate control separate from economic ownership.

Insights

Financial Analyst

TL;DR: Routine insider equity activity—small ESPP purchase and tax-related disposition; sizable indirect and unit-based holdings imply concentrated voting power.

The Form 4 documents a modest employee purchase of 42 Class A shares and a 736-share disposition to cover taxes, both standard compensation-related events. Direct economic ownership changed slightly from 64,080 to 63,344 Class A shares. Material to governance, the reporting person holds 135,970 Class B shares and large exchangeable Class B/C units that can convert into significant Class A shares, indicating concentrated control via multi-class capital structure rather than direct economic stake. These dynamics affect voting influence more than immediate economic exposure. No cash-for-sale transactions beyond tax withholding are reported.

Corporate Governance Expert

TL;DR: Transactions are routine, but the filing highlights multi-class share structure and potential voting concentration tied to Class B/C units.

The filing confirms that the reporting person is part of a group owning over 10% of Class A common stock and holds Class B common stock that carries ten votes per share. Exchangeable Class B and Class C units convert one-for-one into Class A shares (or cash at the issuer's election) and do not expire, which sustains long-term voting leverage. The disclosed transfers were compensation-related (ESPP purchase and tax withholding), not open-market disposals, so there is no clear signal of disposition-driven liquidity needs. Governance implications are primarily about vote concentration rather than immediate balance sheet or liquidity impact.

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

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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).

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 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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	03/31/2025		A(1)	V	42	A	$126.37	64,080(2)	D
Class A Common Stock	09/16/2025		F(3)		736	D	$146.53	63,344(2)	D
Class A Common Stock								17,913	I	See footnote.(4)
Class B Common Stock								135,970(5)	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	(6)	09/16/2025		A		2,033		(6)	(6)	Class A Common Stock	2,033	$0	2,033	D
Performance Stock	(7)							(7)	(7)	Class A Common Stock	5,435		5,435	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. 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. The securities reported in this row are owned by The Andrea Anigati IRA Equity Trust Company, d.b.a. Sterling Trust, Custodian FBO Andrea Anigati IRA. Ms. Anigati Kramer serves as the trustee of this trust.

5. 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.

6. 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.

7. Each share of performance stock represents a contingent right to receive one share of Class A common stock. The performance stock vests upon the Issuer's Class A common stock achieving a specified price per share. The performance period of the performance stock ends on September 16, 2031.

8. Each share of performance stock represents a contingent right to receive one share of Class A common stock. The performance stock vests upon the Issuer's Class A common stock 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 shares of Class A common stock 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 common stock.

	/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.
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FAQ

What transactions did Andrea Anigati Kramer report on Form 4 for HLNE?

The filing reports an acquisition of 42 Class A shares on 03/31/2025 at <$126.37> under the Employee Share Purchase Plan and a disposition of 736 Class A shares on 09/16/2025 delivered to the issuer to satisfy withholding taxes at <$146.53>.

How many Class A shares does the reporting person directly and indirectly own after these transactions?

Following the reported transactions the reporting person directly owns 63,344 Class A shares and indirectly holds 17,913 Class A shares via an IRA trust.

Does the Form 4 disclose any derivative or performance-based awards for Andrea Anigati Kramer?

Yes. The filing lists performance stock awards convertible to Class A shares including 2,033, 5,435, and 13,044 Class A equivalents, plus exchangeable Class B Units (135,970) and Class C Units (195,317) that are exchangeable one-for-one into Class A shares.

What voting influence does the reporting person hold in HLNE?

The reporting person holds 135,970 Class B common shares, which carry ten votes per share, and is part of a group that beneficially owns more than 10% of Class A common stock, indicating substantial voting influence.

Were any shares sold on the open market according to this Form 4?

No. The only reported disposition of 736 shares was delivered to the issuer to pay withholding taxes, not an open-market sale.