COO of Hamilton Lane (HLNE) buys 2,325 Class A shares at $107.53

Rhea-AI Filing Summary

Hamilton Lane Inc. COO Andrea Anigati Kramer reported an open-market purchase of 2,325 shares of Class A common stock at a weighted average price of $107.5318 per share on February 20, 2026, acquired through the company’s Employee Share Purchase Plan. After this trade, her directly held Class A common stock increased to 65,761 shares. She also previously received two equity awards of 46 Class A shares each on September 30, 2025 and December 31, 2025. The filing notes additional holdings of performance stock that may convert into Class A shares if total shareholder return or share-price targets are met, with performance periods ending in 2029, 2030, and 2031, as well as Class B and Class C units that are exchangeable on a one-for-one basis into Class A common stock or cash pursuant to an exchange agreement.

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^*

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)
02/20/2026

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	09/30/2025		A(1)	V	46	A	$114.57	63,390(2)	D
Class A Common Stock	12/31/2025		A(1)	V	46	A	$114.16	63,436(2)	D
Class A Common Stock	02/20/2026		P		2,325	A	$107.5318(3)	65,761(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)							(6)	(6)	Class A Common Stock	2,033		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. The price reported in Column 4 is a weighted average price. These shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") were purchased in multiple transactions at prices ranging from $107.485 to $107.61 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the range set forth in this footnote.

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	02/24/2026
	** 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 transaction did HLNE’s COO report on this Form 4?

Hamilton Lane’s COO Andrea Anigati Kramer reported buying 2,325 Class A shares at a weighted average price of $107.5318 on February 20, 2026. The purchase increased her directly held Class A common stock position to 65,761 shares, according to the Form 4 filing.

How many Hamilton Lane (HLNE) shares does the COO own after the latest trade?

After the reported February 20, 2026 transaction, the COO directly owns 65,761 shares of Hamilton Lane Class A common stock. This figure reflects the addition of 2,325 shares purchased at a weighted average price of $107.5318, as disclosed in the Form 4.

Was the HLNE COO purchase an open-market transaction or an award?

The 2,325-share acquisition on February 20, 2026 was an open-market style purchase executed under Hamilton Lane’s Employee Share Purchase Plan. Separately, the Form 4 also shows prior equity awards of 46 Class A shares on September 30, 2025 and 46 shares on December 31, 2025.

What performance stock awards does the HLNE COO hold according to this filing?

The COO holds performance stock, each share representing a contingent right to receive one Class A share. Vesting depends on achieving total shareholder return or share-price targets, with performance periods ending on September 16, 2029, September 16, 2030, and September 16, 2031, as described in the footnotes.

How are Hamilton Lane Class B and Class C units treated in this Form 4?

Class B and Class C units of Hamilton Lane Advisors, L.L.C. are exchangeable one-for-one into Class A common stock or, at the issuer’s election, cash. Upon exchange of a Class B Unit, the related Class B common stock is redeemed at par value and cancelled, with no expiration date for the units.

Do HLNE Class B common shares reported have normal economic rights?

The Class B common stock reported does not carry normal economic rights beyond par value upon liquidation, dissolution, or exchange. However, each Class B share provides ten votes on matters submitted to stockholders, giving significant voting power without corresponding economic value, according to the footnote.