Hamilton Lane (HLNE) counsel delivers shares for tax withholding, retains awards

Rhea-AI Filing Summary

Hamilton Lane Inc. General Counsel & Secretary Lydia Gavalis reported a routine tax-related share disposition. She delivered 549 shares of Class A common stock to the company at $96.85 per share to cover withholding taxes on previously vested restricted stock awards. After this transaction, she directly holds 32,889 Class A shares.

She also holds performance stock awards that each represent a contingent right to one share of Class A common stock. One grant covers 1,356 underlying shares with a performance period ending on September 16, 2030, tied to a specified growth rate of total shareholder return. Another covers 6,522 underlying shares with a performance period ending on September 16, 2029, tied to achieving a specified share price.

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^*

Gavalis Lydia

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		F(1)		549	D	$96.85	32,889(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock	(3)							(3)	(3)	Class A Common Stock	1,356		1,356	D
Performance Stock	(4)							(4)	(4)	Class A Common Stock	6,522		6,522	D

Explanation of Responses:

1. 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 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.

4. 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.

Remarks:

	/s/ Lauren Platko, attorney-in-fact	03/17/2026
	** 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 did Hamilton Lane (HLNE) insider Lydia Gavalis report on this Form 4?

Lydia Gavalis reported delivering 549 Class A shares back to Hamilton Lane to pay withholding taxes on vested restricted stock. This was a tax-withholding disposition, not an open-market sale, and left her with 32,889 directly held shares.

Was the Hamilton Lane (HLNE) Form 4 a market sale by Lydia Gavalis?

No, the Form 4 shows a tax-withholding disposition, not a market sale. 549 shares were delivered to Hamilton Lane to cover tax liabilities from vesting restricted stock, according to the footnote, rather than being sold on the open market.

How many Hamilton Lane (HLNE) shares does Lydia Gavalis hold after this filing?

After delivering 549 shares for tax withholding, Lydia Gavalis directly holds 32,889 shares of Hamilton Lane Class A common stock. This figure reflects her position immediately following the reported disposition, as disclosed in the Form 4 transaction details.

What performance stock awards does Lydia Gavalis have at Hamilton Lane (HLNE)?

She holds two performance stock awards, each a contingent right to one Class A share. One covers 1,356 underlying shares with a performance period ending September 16, 2030, and another covers 6,522 underlying shares ending September 16, 2029, subject to specified performance conditions.

What triggers vesting of the Hamilton Lane (HLNE) performance stock reported in this Form 4?

One performance stock grant vests if Hamilton Lane’s Class A stock achieves a specified total shareholder return growth rate by September 16, 2030. The other vests if the stock reaches a specified price per share by September 16, 2029, as described in the footnotes.

How many Hamilton Lane (HLNE) underlying shares are tied to the reported performance stock?

The reported performance stock represents rights to 1,356 and 6,522 underlying Class A shares, respectively. Each performance stock unit converts into one share upon satisfying the specified performance conditions within the stated performance periods, according to the filing footnotes.