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Hamilton Lane director granted 1,953 shares

Hamilton Lane INC (symbol: HLNE) is the issuer of record for a Form 4 filing submitted to the SEC.

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Form Type
4

Rhea-AI Filing Summary

Hamilton Lane INC (symbol: HLNE) is the issuer of record for a Form 4 filing submitted to the SEC. SEXTON O GRIFFITH reported acquisition or exercise transactions in this Form 4 filing.

Hamilton Lane Inc. (HLNE) director and more-than-10% beneficial owner O. Griffith Sexton received 1,953 shares of Class A common stock on September 16, 2026 as a restricted stock award under the company’s Amended and Restated 2017 Equity Incentive Plan for his board service; these shares vest one year from the grant date. Following this award, he holds 6,805 Class A shares directly, and also has significant indirect interests through multiple trusts, including Class B Units of Hamilton Lane Advisors, L.L.C. that are exchangeable on a one-for-one basis into Class A common stock, and Class B common stock that carries ten votes per share but only par-value economic rights.

Positive

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Insider SEXTON O GRIFFITH
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Class A Common Stock F1 1,953 $0.00 $0.00
holding Class B Units F6, F7 -- -- --
holding Class B Units F6, F8 -- -- --
holding Class A Common Stock F2 -- -- --
holding Class B Common Stock F3, F4 -- -- --
holding Class B Common Stock F3, F5 -- -- --
Holdings After Transaction: Class A Common Stock — 6,805 shares (Direct); Class B Units — 291,233 contracts (Indirect, By the 2008 Sexton Des. Trust FBO Laura Sexton); Class B Units — 291,233 contracts (Indirect, By the 2008 Sexton Des. Trust FBO Matthew Sexton); Class A Common Stock — 17,414 shares (Indirect, See footnote); Class B Common Stock — 582,466 shares (Indirect, See footnote)
Footnotes (8)
  1. F1. Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's Amended and Restated 2017 Equity Incentive Plan in consideration of the reporting person's service on the board of directors of the Issuer. The shares vest one year from the transaction date.
  2. F2. Mr. Sexton indirectly holds these shares through the O. Griffith Sexton 2016 Revocable Trust. Mr. Sexton is sole settlor, beneficiary, and trustee of the trust.
  3. F3. 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.
  4. F4. The securities reported in this row are owned by the Laura Sexton Trust. Mr. Sexton serves as trustee of this trust.
  5. F5. The securities reported in this row are owned by the Matthew Sexton Trust. Mr. Sexton serves as trustee of this trust.
  6. F6. Pursuant to an Exchange Agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering, the Class B 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 of HLA do not have an expiration date.
  7. F7. The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.
  8. F8. The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.
Restricted stock award 1,953 shares of Class A common stock Granted September 16, 2026 for board service; vests in one year
Direct Class A holdings after grant 6,805 shares Total direct Class A common stock held by Sexton after the award
Indirect Class A holdings via revocable trust 17,414 shares Class A common stock held through the O. Griffith Sexton 2016 Revocable Trust
Class B Units underlying Class A stock (Laura trust) 291,233 underlying Class A shares Class B Units exchangeable one-for-one into Class A, held for Laura Sexton
Class B Units underlying Class A stock (Matthew trust) 291,233 underlying Class A shares Class B Units exchangeable one-for-one into Class A, held for Matthew Sexton
Class B common stock voting power 10 votes per share Voting rights attached to each share of Class B common stock
restricted stock financial
"pursuant to an award of restricted stock under the Issuer's Amended"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Equity Incentive Plan financial
"under the Issuer's Amended and Restated 2017 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Class B Units financial
"The Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") are exchangeable"
Exchange Agreement financial
"Pursuant to an Exchange Agreement entered into at the time of"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
par value financial
"right to receive the par value of such stock upon liquidation"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
ten votes per share financial
"Class B common stock entitles its holder to ten votes per share"

FAQ

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

What did HLNE director O. Griffith Sexton acquire in this Form 4 filing?

He received 1,953 shares of Class A common stock on September 16, 2026 as a restricted stock award for his service on Hamilton Lane’s board, granted under the Amended and Restated 2017 Equity Incentive Plan. The shares vest one year from the transaction date.

How many HLNE Class A shares does O. Griffith Sexton hold directly after this grant?

After the September 16, 2026 restricted stock grant, O. Griffith Sexton holds 6,805 shares of Class A common stock directly. This reflects the total direct Class A ownership reported following the award.

What indirect holdings in Hamilton Lane (HLNE) does Sexton report through trusts?

He reports indirect holdings including 17,414 Class A shares held through the O. Griffith Sexton 2016 Revocable Trust, and Class B Units and Class B common stock held for the benefit of Laura and Matthew Sexton via various trusts where he serves as trustee.

What are Hamilton Lane Class B Units and how do they relate to HLNE Class A stock?

The filing states that Class B Units of Hamilton Lane Advisors, L.L.C. are exchangeable on a one-for-one basis for HLNE Class A common stock or, at the issuer’s election, for cash. When a Class B Unit is exchanged, the corresponding Class B common share is redeemed at par value and cancelled.

What voting rights does Hamilton Lane’s Class B common stock provide?

The Class B common stock carries ten votes per share on matters submitted to Hamilton Lane stockholders. It has no economic value beyond receiving par value upon liquidation, dissolution, or exchange of those shares, according to the disclosure.

Was this HLNE Form 4 transaction under a Rule 10b5-1 trading plan?

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

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

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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*
SEXTON O GRIFFITH

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
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 Stock09/16/2026A1,953(1)A$06,805D
Class A Common Stock17,414ISee footnote(2)
Class B Common Stock291,233(3)ISee footnote(4)
Class B Common Stock291,233(3)ISee footnote(5)
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
Class B Units(6) (6) (6)Class A Common Stock291,233291,233IBy the 2008 Sexton Des. Trust FBO Laura Sexton(7)
Class B Units(6) (6) (6)Class A Common Stock291,233291,233IBy the 2008 Sexton Des. Trust FBO Matthew Sexton(8)
Explanation of Responses:
1. Represents the number of shares issued to the reporting person pursuant to an award of restricted stock under the Issuer's Amended and Restated 2017 Equity Incentive Plan in consideration of the reporting person's service on the board of directors of the Issuer. The shares vest one year from the transaction date.
2. Mr. Sexton indirectly holds these shares through the O. Griffith Sexton 2016 Revocable Trust. Mr. Sexton is sole settlor, beneficiary, and trustee of the trust.
3. 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.
4. The securities reported in this row are owned by the Laura Sexton Trust. Mr. Sexton serves as trustee of this trust.
5. The securities reported in this row are owned by the Matthew Sexton Trust. Mr. Sexton serves as trustee of this trust.
6. Pursuant to an Exchange Agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering, the Class B 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 of HLA do not have an expiration date.
7. The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.
8. The securities reported in this row are owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLA Investments, LLC. Mr. Sexton serves as trustee of this trust.
Remarks:
In addition to serving as a director of the Issuer, Mr. Sexton is a member of a group that beneficially owns more than 10% of the Issuer's Class A common stock.
/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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