HLNE Form 4: 35,000 Class B units exchanged, cash settlement noted

Rhea-AI Filing Summary

Hamilton Lane insider reported an exchange of Class B units and corresponding Class B common stock, resulting in a cash settlement and a reduction in direct holdings. The reporting person disposed of 35,000 Class B Units/Class B common shares in the transaction, leaving beneficial ownership of 56,880 shares following the transaction. The filing notes Class B common stock carries ten votes per share but only par value economic rights on liquidation, and the Class B Units are exchangeable one-for-one into Class A common stock or, at the issuer's election, for cash. The disclosed units are held on behalf of the reporting person by HLA Investments, LLC.

Positive

• Clear disclosure of the exchange mechanics and settlement method
• Maintained voting concentration noted via Class B shares carrying ten votes per share, preserving influence

Negative

• Reduction in economic stake: disposition of 35,000 Class B Units/Class B common shares
• Issuer elected cash settlement, removing the economic exposure associated with exchanged units

Insights

Corporate Governance Expert

TL;DR: Insider exchanged 35,000 Class B units for cash under IPO-era exchange terms, reducing direct holdings while retaining significant voting influence.

The transaction reflects an allowed exchange mechanism from the company's reorganization at IPO, executed at the issuer's election to settle in cash. While the disposal reduced the reporting person’s beneficially owned units to 56,880, the filing confirms Class B shares retain 10 votes per share, which preserves concentrated voting power despite limited economic rights. From a governance perspective, this is a routine liquidity event under predefined agreements rather than an unexpected disposition; it is notable because the reporting person remains part of a group owning over 10% of Class A common stock.

Securities Analyst

TL;DR: Transaction is a contractual exchange settled for cash; impact on economic stake is minor but voting dynamics remain concentrated.

The report documents an exchange pursuant to an Exchange Agreement tied to the IPO reorganization. The Class B Units convert one-for-one into Class A shares or cash at the issuer's election; here the issuer elected cash. The filing discloses the mechanics and resulting ownership level (56,880 shares). For investors, the key point is maintained voting concentration via ten-vote Class B shares, while economic exposure associated with the disposed units was removed through cash settlement.

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).

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^*

Whittemore Laurence

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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 B Common Stock	09/04/2025		J(1)		35,000	D	$0.001	56,880(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
Class B Units	(3)	09/04/2025		J(1)			35,000	(3)	(3)	Class A Common Stock	35,000	$146.51	56,880	I	See footnote(4)

Explanation of Responses:

1. The reporting person exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to an exchange agreement (the "Exchange Agreement") entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering. At the Issuer's election, the exchange was settled in cash.

2. The Issuer 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.

3. Pursuant to the Exchange Agreement, the Class B Units of Hamilton Lane Advisors, L.L.C. 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 do not have an expiration date.

4. Held on behalf of the reporting person by HLA Investments, LLC.

Remarks:

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	09/08/2025
	** 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).
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FAQ

What transaction did the Hamilton Lane (HLNE) insider report?

The insider exchanged 35,000 Class B Units (and corresponding Class B common stock) pursuant to an Exchange Agreement; the exchange was settled in cash at the issuer's election.

How many shares does the reporting person beneficially own after the transaction?

The filing reports beneficial ownership of 56,880 shares following the reported transaction.

Do Class B shares of Hamilton Lane (HLNE) have special voting rights?

Yes. The filing states Class B common stock entitles its holder to ten votes per share, while carrying only par value economic rights on liquidation.

Are the Class B Units convertible and do they expire?

Class B Units are exchangeable one-for-one for Class A common stock or, at the issuer's election, for cash; the Units do not have an expiration date.

Who holds the reported units on behalf of the reporting person?

The filing indicates the units are held on behalf of the reporting person by HLA Investments, LLC.