Hamilton Lane (HLNE) Insider Form 4: Gift Transfers and 544K Performance Shares

Rhea-AI Filing Summary

Insider Form 4 summary for Hamilton Lane (HLNE)

Juan Delgado-Moreira, Co-Chief Executive Officer, director and member of a group owning more than 10% of Hamilton Lane, reported transactions dated 08/28/2025. The filing shows a gift-related disposition of 7,600 shares of Class A common stock and an acquisition (also coded as gift-related) of 7,600 shares at $0, reflecting a transfer between trust and the reporting person. The report also discloses 1,306,447 Class A shares beneficially owned (including restricted stock) and 544,000 performance stock units that convert to Class A shares if a specified share-price target is met by 09/16/2031.

Positive

• Reporting person retains significant ownership: 1,306,447 Class A shares beneficially owned, indicating strong insider alignment with shareholders
• Long-term performance incentives: 544,000 performance stock units tie executive pay to a specified share-price target through 09/16/2031
• Transactions are transfers/gifts, not open-market sales, so no immediate selling pressure is indicated

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider reported intra-family/trust transfers and large beneficial ownership including performance-based equity.

The filing documents gift transfers between a trust and the reporting person rather than market sales, which is important for understanding change in voting and economic exposure. Beneficial ownership of 1,306,447 Class A shares plus 544,000 performance shares indicates substantial alignment with shareholders. The performance shares are long-dated and contingent on a price target, which ties executive compensation to sustained stock performance through 09/16/2031.

Securities Analyst

TL;DR: Transactions are non-cash gift transfers; sizable unvested and contingent equity remains outstanding.

The 7,600-share disposition and concurrent acquisition coded as gift suggest internal reallocation from trust to the individual without sale proceeds. The disclosed 1,306,447 beneficially owned shares and 544,000 performance stock units are material for ownership concentration analysis and potential dilution if performance units vest. No cash proceeds or open-market trades are reported, so immediate liquidity impact on the market appears minimal.

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^*

Delgado-Moreira Juan

(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)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		G(1)		7,600	D	$0	14,375	I	By Trust(2)
Class A Common Stock	08/28/2025		G(1)	V	7,600	A	$0	1,306,447(3)	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	(4)							(4)	(4)	Class A Common Stock	544,000		544,000	D

Explanation of Responses:

1. These transactions involve a gift from the trust to the reporting person.

2. These securities are held in trust for the benefit of the reporting person.

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

4. 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, 2031.

Remarks:

In addition to serving as an officer 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	08/29/2025
	** 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 Juan Delgado-Moreira report on Form 4 for HLNE?

The report shows gift-related transactions on 08/28/2025 moving 7,600 Class A shares and discloses 1,306,447 Class A shares beneficially owned plus 544,000 performance stock units.

Did the Form 4 report any open-market sales of HLNE shares?

No. The transactions are coded as gifts (G) with a $0 price, indicating transfers rather than open-market sales.

How many performance-based shares are disclosed and when do they mature?

The filing discloses 544,000 performance stock units that convert to Class A shares if a specified price is achieved; the performance period ends on 09/16/2031.

Does the filing indicate Delgado-Moreira is a large shareholder of HLNE?

Yes. The filer is identified as a director, Co-CEO and part of a group owning more than 10% of HLNE's Class A common stock.

Are restricted or unvested shares included in the ownership total?

Yes. The 1,306,447 shares include unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.