Hamilton Lane (HLNE) COO uses 1,212 shares for tax withholding

Rhea-AI Filing Summary

Hamilton Lane Inc. Chief Operating Officer Andrea Anigati Kramer delivered 1,212 shares of Class A common stock at $96.85 per share to the company to pay withholding taxes due on vesting of previously granted restricted stock awards. This is a tax-withholding disposition, not an open‑market sale.

After this transaction, she holds 64,549 Class A shares directly. She also has performance stock awards, each representing a contingent right to one Class A share, with performance periods ending on September 16, 2029, September 16, 2030, and September 16, 2031. Additional indirect interests include Class B and Class C units exchangeable one‑for‑one into Class A shares and Class A shares held through an IRA trust and HL Management Investors, LLC.

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)
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)		1,212	D	$96.85	64,549(2)	D
Class A Common Stock								17,913	I	See footnote.(3)
Class B Common Stock								135,970(4)	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	(5)							(5)	(5)	Class A Common Stock	5,435		5,435	D
Performance Stock	(6)							(6)	(6)	Class A Common Stock	2,033		2,033	D
Performance Stock	(7)							(7)	(7)	Class A Common Stock	13,044		13,044	D
Class B Units	(8)							(8)	(8)	Class A Common Stock	135,970		135,970	I	See footnote(9)
Class C Units	(8)							(8)	(8)	Class A Common Stock	195,317		195,317	I	See footnote(9)

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. 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.

4. 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.

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, 2031.

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, 2029.

8. 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.

9. 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	03/17/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What did Hamilton Lane (HLNE) COO Andrea Anigati Kramer report in this Form 4?

Andrea Anigati Kramer reported delivering 1,212 Class A shares of Hamilton Lane to the company at $96.85 per share. The shares were used to cover withholding taxes due on the vesting of previously granted restricted stock awards, not an open-market sale.

How many Hamilton Lane Class A shares does the COO hold after the reported transaction?

Following the tax-withholding disposition, the COO directly holds 64,549 shares of Hamilton Lane Class A common stock. This direct position is in addition to various performance stock awards and partnership units that are potentially exchangeable into further Class A shares under specified conditions.

What are the key terms of Hamilton Lane performance stock held by the COO?

Each Hamilton Lane performance stock award represents a contingent right to one Class A share. Vesting depends on achieving specified stock price or total shareholder return goals, with performance periods ending on September 16, 2029, September 16, 2030, and September 16, 2031 respectively.

What indirect Hamilton Lane interests related to Class A shares are disclosed in this filing?

The filing notes Class B and Class C units of Hamilton Lane Advisors, L.L.C. that are exchangeable one-for-one into Class A shares or cash, plus Class A shares held by The Andrea Anigati IRA Equity Trust Company and by HL Management Investors, LLC on her behalf.

How does Hamilton Lane’s Class B common stock held by the COO function economically and in voting?

The Class B common stock carries no economic value beyond par value upon liquidation or exchange, but provides ten votes per share on stockholder matters. It is tied to Class B units, which can be exchanged for Class A shares or cash under an Exchange Agreement.