HLNE Form 4: HLA Investments and HRHLA report Class B Unit exchanges

Rhea-AI Filing Summary

Hamilton Lane insiders reported exchanges of Class B Units and corresponding Class B common stock on 09/04/2025 under an existing Exchange Agreement tied to the company's reorganization at IPO. The Form 4 shows HLA Investments LLC and HRHLA, LLC exchanged 320,005 and 149,875 Class B Units, respectively, and those exchanges were settled in cash at the issuer's election. After the reported transactions, HLA Investments LLC directly beneficially owned 8,128,907 shares and HRHLA's indirect beneficial ownership is reported as 6,510,922 shares. The filing notes the Class B common stock carries 10 votes per share but generally no economic value beyond par.

Positive

• Reporting persons continue to hold substantial ownership: 8,128,907 shares (direct) and 6,510,922 shares (indirect) after the transactions.
• Transactions executed under an established Exchange Agreement: exchanges were pursuant to the IPO-era agreement, indicating contractual, planned activity rather than ad hoc market dispositions.

Negative

• Notable disposals recorded: HLA Investments LLC disposed of 320,005 Class B Units and HRHLA disposed of 149,875 Class B Units on 09/04/2025.
• Class B common stock has limited economic rights: the filing states Class B shares "do not carry economic value beyond the right to receive the par value" upon liquidation or exchange.

Insights

Securities Analyst

TL;DR: Insiders executed a contractual exchange of Class B Units for cash under the IPO-era Exchange Agreement; ownership remains significant.

The Form 4 documents non-open-market exchanges on 09/04/2025 where HLA Investments LLC and HRHLA, LLC surrendered Class B Units and corresponding Class B common stock pursuant to a pre-existing Exchange Agreement. The issuer elected cash settlement for the exchanges. Despite the disposals—320,005 and 149,875 units—the reporting parties continue to hold large positions (8,128,907 direct and 6,510,922 indirect shares). The filing clarifies Class B shares confer 10 votes per share but limited economic rights beyond par, consistent with dual-class governance structures.

Corporate Governance Expert

TL;DR: Transaction is a contractual reorganization exchange, not a market sale, and underscores continuing concentrated voting control.

The disclosure indicates these transactions arose from the Exchange Agreement tied to the company's IPO reorganization, with the issuer choosing cash settlement. The Form confirms that Class B common stock grants 10 votes per share while lacking substantive economic value, and that HRHLA is the managing member of HLA Investments LLC. The continuing large beneficial ownership stakes suggest sustained insider voting influence despite the recorded exchanges.

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^*

HLA INVESTMENTS LLC

(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)

	Form filed by One Reporting Person
X	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)		320,005	D	$0.001	8,128,907(2)	D(3)
Class B Common Stock	09/04/2025		J(4)		149,875	D	$0.001	6,510,922(2)	I	See footnote(5)

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	(6)	09/04/2025		J(1)			320,005	(6)	(6)	Class A Common Stock	320,005	$146.51	8,128,907	D(3)
Class B Units	(6)	09/04/2025		J(4)			149,875	(6)	(6)	Class A Common Stock	149,875	$146.51	6,510,922	I	See footnote(5)

1. Name and Address of Reporting Person^*

HLA INVESTMENTS LLC

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HRHLA, LLC

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The following individuals, who are members of HLA Investments, LLC ("HLAI") and beneficially own Class A common stock of the Issuer through HLAI, exchanged Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") and corresponding shares of Class B common stock with the Issuer pursuant to an exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering (the "Exchange Agreement"): Hartley Rogers, (through HRHLA, LLC ("HRHLA")), Edward Whittemore, Laurence Whittemore and Michael Schmertzler. At the Issuer's election, the exchanges were 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. The Class B common stock is owned directly by the HLAI member that beneficially owns the corresponding Class B Units.

4. HRHLA exchanged Class B Units (and corresponding shares of Class B common stock) with the Issuer pursuant to the Exchange Agreement. At the Issuer's election, the exchange was settled in cash. Hartley Rogers is the manager of HRHLA, which in turn is the managing member of HLAI.

5. This row reports securities beneficially owned indirectly by HRHLA through its ownership of HLAI.

6. 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.

Remarks:

This Form is filed by (i) HLAI and (ii) HRHLA. HRHLA is the managing member of HLAI. The reporting persons are members of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock.

	HLA INVESTMENTS LLC, By: /s/ Lauren Platko, attorney-in-fact	09/08/2025
	HRHLA, LLC, By: /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.
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FAQ

What did Hamilton Lane insiders report on Form 4 (HLNE)?

They reported exchanges of Class B Units and corresponding Class B common stock on 09/04/2025, settled in cash at the issuer's election.

How many Class B Units were exchanged by HLA Investments LLC and HRHLA?

HLA Investments LLC exchanged 320,005 units and HRHLA exchanged 149,875 units pursuant to the Exchange Agreement.

How many shares do the reporting persons beneficially own after the transactions?

HLA Investments LLC directly beneficially owns 8,128,907 shares and HRHLA beneficially owns indirectly 6,510,922 shares as reported.

Did the exchanges represent open-market sales?

No. The Form states the exchanges were made pursuant to the Exchange Agreement and were settled in cash at the issuer's election, not as open-market trades.

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

Class B common stock carries 10 votes per share but "does not carry economic value beyond the right to receive the par value" upon liquidation, per the filing.