Hamilton Lane CFO Reports Tax-Withholding Share Delivery and Long-Term Performance Grants

Rhea-AI Filing Summary

Jeffrey Brian Armbrister, Chief Financial Officer of Hamilton Lane Inc. (HLNE), reported transactions dated 09/16/2025. He delivered 393 shares of Class A common stock to the issuer at $146.53 per share to satisfy withholding taxes related to vesting of restricted stock awards. After the transaction he beneficially owns 11,439 shares of Class A common stock, including unvested restricted stock under the 2017 Equity Incentive Plan. He also received performance stock awards totaling 2,033, 4,348 and 13,044 contingent shares that convert to Class A common stock if specified TSR or price targets are met, with performance periods ending 09/16/2030, 09/16/2031 and 09/16/2029 respectively. The Form 4 was signed by attorney-in-fact on 09/18/2025.

Positive

• Executive compensation is tied to long-term performance through multi-year performance stock awards with TSR and price-based vesting conditions
• Required tax withholding was handled via share delivery, indicating administrative settlement rather than a market sale

Negative

• Potential future dilution if performance stock awards (totaling 19,425 contingent shares) vest and are settled in common stock
• Significant portion of beneficial ownership is unvested, so current voting/liquid stake may be limited until vesting conditions are met

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share delivery and grant of long-dated performance awards; governance signals align pay with long-term performance.

The reported disposition of 393 shares at $146.53 was described as shares delivered to the issuer to satisfy withholding taxes on vested restricted stock, a common administrative step rather than an open-market sale. Concurrently, the CFO holds unvested restricted stock and multiple performance stock grants that vest only if specified TSR or price thresholds are met over multi-year performance periods ending in 2029, 2030 and 2031. Structuring pay as long-dated, performance-contingent equity is consistent with aligning executive incentives to shareholder outcomes over time. All items are disclosed under Section 16 reporting requirements.

Securities Analyst

TL;DR: Transaction is administratively driven and not an indication of immediate liquidity event; performance awards could be dilutive if earned.

The 393-share delivery to cover taxes at $146.53 does not change the CFO's long-term stake materially relative to existing holdings. The outstanding performance stock totals 19,425 contingent shares across three tranches, which would convert to Class A common shares only if predefined TSR or price hurdles are met by 09/16/2029–09/16/2031. If fully earned and settled in shares, these awards would increase share count and could have modest dilution, but vesting is contingent and remote until performance conditions are satisfied.

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).

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 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)
	Chief Financial 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	09/16/2025		F(1)		393	D	$146.53	11,439(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)	09/16/2025		A		2,033		(3)	(3)	Class A Common Stock	2,033	$0	2,033	D
Performance Stock	(4)							(4)	(4)	Class A Common Stock	4,348		4,348	D
Performance Stock	(5)							(5)	(5)	Class A Common Stock	13,044		13,044	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, 2031.

5. 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	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

Who filed the Form 4 for HLNE and what is their role?

The Form 4 was filed for Jeffrey Brian Armbrister, who is the Chief Financial Officer of Hamilton Lane Inc.

What transaction occurred on 09/16/2025 according to the Form 4?

On 09/16/2025 the reporting person delivered 393 shares of Class A common stock to the issuer at $146.53 per share to satisfy withholding taxes related to vested restricted stock.

How many Class A shares does the CFO beneficially own after the reported transaction?

Following the reported transaction the CFO beneficially owns 11,439 shares of Class A common stock, including unvested restricted stock under the 2017 Equity Incentive Plan.

What performance-based awards were reported for HLNE on this Form 4?

The CFO holds performance stock awards of 2,033, 4,348, and 13,044 contingent shares that convert to Class A common stock if specified TSR or price targets are met, with performance periods ending 09/16/2030, 09/16/2031, and 09/16/2029 respectively.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, /s/ Lauren Platko, on 09/18/2025.