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Hamilton Lane (HLNE) CFO granted 2,109 restricted shares in equity award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armbrister Jeffrey Brian reported acquisition or exercise transactions in this Form 4 filing.

Hamilton Lane Inc. Chief Financial Officer Jeffrey Brian Armbrister reported an equity compensation grant and updated holdings. He received 2,109 shares of Class A common stock as restricted stock under the 2017 Equity Incentive Plan, vesting in four equal annual installments starting on May 29, 2027.

Following this award, he directly holds 12,958 Class A shares, including unvested restricted stock. He also holds performance stock awards that each represent a contingent right to receive one Class A share, with underlying amounts of 2,033, 13,044 and 4,348 shares tied to stock price or total shareholder return goals over performance periods ending between September 16, 2029 and September 16, 2031.

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Insider Armbrister Jeffrey Brian
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 2,109 $0.00 --
holding Performance Stock -- -- --
holding Performance Stock -- -- --
holding Performance Stock -- -- --
Holdings After Transaction: Class A Common Stock — 12,958 shares (Direct, null); Performance Stock — 4,348 shares (Direct, null)
Footnotes (1)
  1. Class A common stock, $0.001 par value per share (the "Class A Shares") issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The award vests in four equal annual installments commencing on May 29, 2027. Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan. 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. 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. 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.
Restricted stock grant 2,109 shares Class A common stock awarded to CFO on May 29, 2026
Direct Class A holdings 12,958 shares Total direct Class A shares after reported grant
Performance stock underlying 1 2,033 shares Performance stock, right to Class A share; period ends September 16, 2031
Performance stock underlying 2 13,044 shares Performance stock, right to Class A share; period ends September 16, 2029
Performance stock underlying 3 4,348 shares Performance stock, right to Class A share; period ends September 16, 2030
restricted stock financial
"Class A common stock issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan."
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.
2017 Equity Incentive Plan financial
"restricted stock under the Issuer's 2017 Equity Incentive Plan. The award vests in four equal annual installments"
performance stock financial
"Each share of performance stock represents a contingent right to receive one Class A Share."
Class A Shares financial
"Class A common stock, $0.001 par value per share (the "Class A Shares") issued to the reporting person"
Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.
TSR financial
"if the Issuer's Class A Shares achieve a specified growth rate of TSR over the performance period."
Total shareholder return (TSR) measures the full financial return an investor would get from owning a stock over a set period, combining share price movement and dividends into a single percentage. Think of it as the total change in value plus pocketed income, like tracking both your house’s price change and the rent you collected. Investors use TSR to compare which companies truly rewarded owners, since it captures both income and growth in one simple number.
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Form 4 Insider Transactions: What Each Field Means →
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)
05/29/2026		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 Stock05/29/2026A(1)2,109A$012,958(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) (3) (3)Class A Common Stock4,3484,348D
Performance Stock(4) (4) (4)Class A Common Stock13,04413,044D
Performance Stock(5) (5) (5)Class A Common Stock2,0332,033D
Explanation of Responses:
1. Class A common stock, $0.001 par value per share (the "Class A Shares") issued to the reporting person pursuant to an award of restricted stock under the Issuer's 2017 Equity Incentive Plan. The award vests in four equal annual installments commencing on May 29, 2027.
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 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.
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, 2029.
5. 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/ Lauren Platko, attorney-in-fact06/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Hamilton Lane (HLNE) CFO Jeffrey Armbrister report in this Form 4?

Hamilton Lane CFO Jeffrey Armbrister reported receiving 2,109 shares of Class A common stock as a restricted stock award. The filing also updates his total direct holdings and discloses several performance stock awards tied to future stock price or total shareholder return goals.

How many Hamilton Lane Class A shares does the CFO hold after this grant?

After the reported grant, the CFO directly holds 12,958 Class A common shares. This total includes unvested restricted stock granted under Hamilton Lane’s 2017 Equity Incentive Plan, reflecting both previously granted and newly awarded shares in his reported direct ownership.

What are the vesting terms for the 2,109 restricted Hamilton Lane shares?

The 2,109 restricted Class A shares vest in four equal annual installments starting May 29, 2027. This means one-quarter of the award becomes vested each year over four years, assuming continued satisfaction of the plan’s conditions under the 2017 Equity Incentive Plan.

What performance stock awards does the Hamilton Lane CFO hold?

The CFO holds performance stock awards each representing a right to one Class A share, with underlying amounts of 2,033, 13,044 and 4,348 shares. These vest only if specified stock price or total shareholder return targets are met over defined performance periods ending in 2029, 2030 and 2031.

How do Hamilton Lane’s performance stock awards vest for the CFO?

Each performance stock award vests only if Hamilton Lane’s Class A shares reach specified price or total shareholder return levels. The performance periods end on September 16, 2029, September 16, 2030, and September 16, 2031, aligning vesting outcomes with long-term shareholder value measures.

Are the reported Hamilton Lane equity transactions open-market buys or sales?

The reported equity activity reflects a grant or award of 2,109 restricted shares, not an open-market purchase or sale. Additional entries describe existing performance stock positions and updated holdings, rather than discretionary buying or selling of Hamilton Lane Class A common stock in the market.