Hamilton Lane insiders disclose 150K-share registered sale; holdings now 330,015

Rhea-AI Filing Summary

Hamilton Lane insiders disclosed a registered sale of Class A common stock on 09/04/2025. French River 5 Ltd (a subsidiary of Oakville Number 2 Trust), Oakville Number 2 Trust and Rysaffe Trustee Co (CI) Ltd reported the disposition of 150,000 shares of Class A common stock at a price of $146.51 per share in a registered underwritten offering pursuant to an underwriting agreement dated September 4, 2025. After the sale, the reporting person(s) beneficially owned 330,015 shares of Class A common stock. The filing notes Class B common stock carries 10 votes per share but no economic value beyond par on liquidation, and Class B Units are exchangeable one-for-one into Class A shares or cash. The Form 4 was signed by an attorney-in-fact on behalf of the reporting persons.

Positive

• Transaction disclosed under Section 16 with an Exhibit 24 limited power of attorney, indicating regulatory compliance
• Clear explanation that the sale was in a registered underwritten offering and documentation was signed by attorney-in-fact

Negative

• Insider sale of 150,000 Class A shares at $146.51 reduced the reporting group\'s direct holdings to 330,015 shares
• Reporting group remains a >10% beneficial owner, so the sale may be material to shareholder voting dynamics given multi-class share structure

Insights

Securities Analyst

TL;DR: Insider group sold 150,000 Class A shares in a registered offering; remaining beneficial ownership is 330,015 shares.

The Form 4 shows a registered underwritten disposition on 09/04/2025 of 150,000 Class A shares at $146.51 per share by French River 5 Ltd and affiliated reporting persons. The sale was executed pursuant to an underwriting agreement and reduced the reporting group's direct beneficial holdings to 330,015 Class A shares. The filing also clarifies the special voting structure: Class B common stock carries ten votes per share but limited economic rights, and Class B Units are exchangeable for Class A shares or cash. This is a clear disclosure of a planned public sale rather than an opportunistic single-person trade.

Corporate Governance Expert

TL;DR: Documented, attorney-signed Form 4 disclosing group sale and continued >10% group ownership.

The filing is signed by an attorney-in-fact and includes an explanation that the reporting persons act as a group that beneficially owns more than 10% of Class A common stock. It records that the disposition occurred in a registered underwritten offering and provides detail on the issuer's capital structure mechanics: Class B Units exchangeability and redemption at par upon exchange. The filing includes an Exhibit 24 limited power of attorney and meets Section 16 disclosure requirements for the transaction reported.

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^*

French River 5 Ltd

(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 A Common Stock	09/04/2025		S(1)		150,000	D	$146.51	330,015	D
Class B Common Stock								7(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)							(3)	(3)	Class A Common Stock	7		7	I	See Footnote(4)

1. Name and Address of Reporting Person^*

French River 5 Ltd

(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^*

Oakville Number 2 Trust

(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^*

Rysaffe Trustee Co (CI) Ltd

(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. Sold by the reporting person in a registered underwritten offering pursuant to an underwriting agreement dated September 4, 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. Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering (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. The securities reported are owned indirectly by the Trust through HLA Investments, LLC.

Remarks:

This Form is filed by (i) French River 5 Limited, a wholly owned subsidiary of Oakville Number 2 Trust ("Trust') and transferee of securities previously owned by the Trust, (ii) the Trust and (iii) Rysaffe Trustee Company (CI) Limited ("Trustee"). The Trustee is the trustee of the Trust. The Reporting Persons are a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock. Exhibit List: Exhibit 24 - Limited Power of Attorney

	FRENCH RIVER 5 LTD, By: /s/ Lauren Platko, attorney-in-fact	09/08/2025
	OAKVILLE NUMBER 2 TRUST, By: /s/ Lauren Platko, attorney-in-fact	09/08/2025
	RYSAFFE TRUSTEE CO (CI) LTD, By: /s/ Lauren Platko, attorney-in-fact	09/08/2025
	** Signature of Reporting Person	Date
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FAQ

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

The reporting persons disclosed the sale of 150,000 Class A common shares on 09/04/2025 in a registered underwritten offering at $146.51 per share.

Who filed the Form 4 for HLNE and what entities are involved?

The Form 4 was filed on behalf of French River 5 Ltd (a subsidiary of Oakville Number 2 Trust), Oakville Number 2 Trust, and Rysaffe Trustee Co (CI) Ltd, with filings signed by an attorney-in-fact.

How many Class A shares does the reporting group own after the sale?

Following the reported transaction, the reporting person(s) beneficially owned 330,015 Class A common shares.

Was the sale part of a registered offering or a private transaction?

The sale was made in a registered underwritten offering pursuant to an underwriting agreement dated September 4, 2025.

What does the Form 4 say about Class B stock and units?

The filing states Class B common stock carries 10 votes per share but limited economic value beyond par; Class B Units are exchangeable one-for-one for Class A shares or, at the issuer\\'s election, cash, and have no expiration date.