[Form 4] Hamilton Lane INC Insider Trading Activity

Rhea-AI Filing Summary

Hamilton Lane insider filing: Lydia Gavalis, General Counsel & Secretary, reported a sale of 33,438 shares of Class A common stock and receipt of performance-based equity awards on September 16, 2025. The Form 4 shows two performance-stock grants that together represent 7,878 contingent rights to receive Class A shares if specific performance or price targets are met; one tranche vests based on total shareholder return by September 16, 2030 and the other vests if a price threshold is met by September 16, 2029. Following the transactions, Gavalis directly owns 1,356 shares from the first vested award and 6,522 from the second award are reflected as beneficial holdings.

Insights

Financial Analyst

TL;DR: Insider sold 33,438 shares while receiving performance-based awards that link compensation to long-term stock performance.

The sale of 33,438 Class A shares is a straightforward disposition that reduces immediate insider-held common stock, while the reported performance stock grants total 7,878 contingent shares, issued at $0 and payable only if specified TSR or price hurdles are met by 2029 and 2030. These awards are structured as long-term, performance-conditioned equity, aligning executive incentives with shareholder outcomes. The filing does not disclose proceeds, tax withholding, or reasons for the sale, nor does it show option exercises. Overall, this is routine insider activity with both near-term liquidity (sale) and long-term incentive elements (performance grants).

Corporate Governance Expert

TL;DR: Governance shows typical mix of executive liquidity and performance-based compensation; time horizons extend to 2029–2030.

The Form 4 documents a common governance practice: granting performance stock with multi-year vesting tied to TSR or share-price targets, which can strengthen alignment between management and long-term shareholders. The presence of an immediate sale of existing shares alongside new performance grants is not unusual; however, the filing lacks detail on whether the sale was part of a pre-arranged plan or for diversification. The performance award terms are disclosed only in summary form (performance period end dates and general conditions), so material plan specifics are not available here.

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

OMB APPROVAL

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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^*

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)
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								33,438(1)	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	(2)	09/16/2025		A		1,356		(2)	(2)	Class A Common Stock	1,356	$0	1,356	D
Performance Stock	(3)							(3)	(3)	Class A Common Stock	6,522		6,522	D

Explanation of Responses:

1. Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.

2. 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.

3. 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.
* 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.
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FAQ

What transactions did Lydia Gavalis report on Form 4 for HLNE?

The filing reports a sale of 33,438 Class A shares and receipt of 7,878 performance-stock awards on September 16, 2025.

How are the performance-stock awards structured in the HLNE Form 4?

The awards are contingent rights to receive Class A shares if specified TSR or price targets are met; one tranche ends 9/16/2029 and the other 9/16/2030.

Do the performance-stock awards have an exercise price?

The Form 4 reports the performance-stock awards with a $0 price, representing contingent rights to receive shares upon vesting.

What is Lydia Gavalis's role at Hamilton Lane (HLNE)?

The filing lists Lydia Gavalis as General Counsel & Secretary and an officer of the issuer.

Does the Form 4 disclose the reason for the 33,438-share sale?

No. The filing does not state the reason for the disposition or whether it was made under a pre-arranged plan.