HLNE Insider Gift: Rogers Hartley Transfers 100,125 Class B Units to Charity

Rhea-AI Filing Summary

Rogers Hartley R., Executive Co-Chairman and director of Hamilton Lane Incorporated (HLNE), reported a charitable gift on August 31, 2025. He gifted 100,125 Class B Units of Hamilton Lane Advisors, L.L.C. and the corresponding 100,125 shares of the issuer's Class B common stock to a charitable entity.

The filing shows these Class B shares carry no economic value beyond par on liquidation but confer ten votes per share. The Class B Units are exchangeable one-for-one into Class A common stock or, at the issuer's election, for cash; upon exchange the Class B share is redeemed at par and cancelled. The securities are beneficially owned indirectly by HLA Investments, LLC through HRHLA, LLC, of which Mr. Rogers is manager. After the reported disposal, 6,660,797 Class A-equivalent shares remain beneficially owned indirectly.

Positive

• Charitable disposition indicates the transfer was a gift rather than a market sale (Transaction Code G(1))
• Ownership structure remains intact: securities continue to be held indirectly by HLA Investments, LLC managed by HRHLA, LLC

Negative

• Reduction in Class B units/shares by 100,125 decreases the reporting person’s voting-linked holdings
• Class B shares carry no economic value beyond par, meaning the transferred shares affected voting power rather than economic exposure

Insights

Financial Analyst

TL;DR: Insider gifted 100,125 Class B units/shares to charity; transaction reduces indirect holdings but structure and exchange mechanics remain intact.

The reported gift of 100,125 Class B Units (and corresponding Class B common shares) is a non-sale disposition coded G(1), indicating a charitable transfer rather than a market sale. The filing clarifies that Class B common stock carries no economic value beyond par on liquidation but confers substantial voting power (ten votes per share). The Class B Units are exchangeable one-for-one into Class A common stock or cash at the issuer's option, with redeemed Class B shares cancelled at par. For investors, this is a governance-and-ownership update rather than an earnings or capital-structure event; indirect beneficial ownership remains through HLA Investments, LLC, managed by HRHLA, LLC, which the reporting person manages.

Corporate Governance Expert

TL;DR: Charitable gift reduces the reporting person’s direct voting-linked Class B stake but group retains >10% beneficial ownership of Class A shares.

The disclosure emphasizes voting rights: Class B common shares provide ten votes per share despite lacking economic value beyond par. The gift decreases the reporting person’s allocable Class B units/shares by 100,125 but does not eliminate their role in the ownership structure, since the securities are held indirectly by HLA Investments, LLC with HRHLA, LLC as managing member. The exchangeability of Class B Units into Class A or cash, and the redemption-at-par mechanic, are important operational details for control and vote dilution considerations. This filing is material to governance profiles but does not indicate a change to management roles.

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

OMB Number:			3235-0287
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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^*

Rogers Hartley R.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Co-Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		G(1)		100,125	D	$0	6,660,797(2)	I	See footnote(3)

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	(4)	08/31/2025		G(1)			100,125	(4)	(4)	Class A Common Stock	100,125	$0	6,660,797	I	See footnote(3)

Explanation of Responses:

1. Mr. Rogers gifted Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") and corresponding shares of Issuer Class B common stock to a charitable entity on August 31, 2025.

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. These securities are owned directly by HLA Investments, LLC ("HLAI"). Mr. Rogers is the manager of HRHLA, LLC ("HRHLA"), the managing member of HLAI.

4. Pursuant to an exchange agreement, the Class B Units of HLA are exchangeable, on a one-for-one basis, for shares of Issuer 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.

Remarks:

In addition to serving as Executive Co-Chairman and director 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	09/03/2025
	** 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 did Rogers Hartley R. report on Form 4 for HLNE?

He reported a charitable gift on 08/31/2025 of 100,125 Class B Units of Hamilton Lane Advisors, L.L.C. and the corresponding 100,125 Class B common shares of the issuer.

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

The filing reports 6,660,797 Class A-equivalent shares beneficially owned indirectly following the reported transaction(s).

What voting or economic rights do the Class B shares carry?

The Class B common stock carries ten votes per share but does not carry economic value beyond the right to receive par value upon liquidation, dissolution, or exchange.

Are the Class B Units exchangeable?

Yes. The Class B Units are exchangeable one-for-one for Class A common stock or, at the issuer’s election, for cash; upon exchange the corresponding Class B common share is redeemed at par and cancelled.

Was this a sale or a gift?

The transaction code G(1) indicates a gift to a charitable entity, not a market sale.