Hamilton Lane (HLNE) Director Exchanges 25,005 Class B Units for Cash

Rhea-AI Filing Summary

Michael Schmertzler, a director of Hamilton Lane Incorporated (HLNE), reported on Form 4 that on 09/04/2025 he exchanged and disposed of 25,005 Class B Units (and the corresponding Class B common stock) under an exchange agreement tied to the company's reorganization at IPO. The exchange was settled in cash at the issuer's election. After the reported transaction the filing shows 600,000 shares reported as beneficially owned. The filing notes Class B common stock carries ten votes per share but no economic value beyond par, and that the Class B Units are exchangeable one-for-one for Class A common stock or cash. The reported securities are owned directly by HLA Investments, LLC, and the reporting person is part of a group owning more than 10% of the issuer's Class A common stock.

Positive

• Transaction appears consistent with pre-existing Exchange Agreement, indicating contractual compliance rather than an unexpected sale
• Reporting maintained transparency by disclosing the exchange, cash settlement, and beneficial owner entity (HLA Investments, LLC)
• Voting control remains concentrated through Class B shares that carry ten votes each

Negative

• Disposition of 25,005 Class B Units reduced the reporting person's direct holding under the exchange agreement
• Exchange was settled in cash at the issuer's election, indicating liquidity realized rather than conversion to Class A shares

Insights

Corporate Governance Expert

TL;DR: Director exchanged vested Class B Units for cash under the IPO-era agreement; voting structure remains concentrated.

The Form 4 documents a customary post-IPO exchange where 25,005 Class B Units (and corresponding Class B common stock) were exchanged pursuant to an established Exchange Agreement and settled in cash at the issuer's election. The filing reiterates that Class B common stock carries 10 votes per share despite limited economic rights, preserving concentrated voting power. Ownership is held through an entity (HLA Investments, LLC), and the reporting person is part of a group exceeding 10% beneficial ownership of Class A common stock. From a governance perspective, this transaction appears to follow contract terms and does not on its face alter the voting-control structure.

Securities Analyst

TL;DR: Insider disposed of 25,005 units for cash; beneficial holdings remain significant and voting influence persists.

The disposal of 25,005 units was effected under the pre-existing Exchange Agreement that allows one-for-one exchange into Class A shares or cash; the issuer chose cash. The Form 4 reports 600,000 shares reported as beneficially owned following the transaction, and the underlying economic characteristics of the Class B common stock are limited to par on liquidation while retaining enhanced voting rights. This is a routine liquidity event under contract terms rather than an open-market sale, and the filing provides clear mechanics of the exchange and ownership vehicle (HLA Investments, LLC).

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SCHMERTZLER MICHAEL

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Units	25,005	$146.51	$3.66M
Other	Class B Common Stock	25,005	$0.001	$25.01

Holdings After Transaction: Class B Units — 600,000 shares (Indirect, See footnote); Class B Common Stock — 600,000 shares (Direct)

Footnotes (1)

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. 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. 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. These securities are owned directly by HLA Investments, LLC.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

SCHMERTZLER MICHAEL

(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)		25,005	D	$0.001	600,000(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)			25,005	(3)	(3)	Class A Common Stock	25,005	$146.51	600,000	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. These securities are owned directly 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 did Michael Schmertzler report on Form 4 for HLNE?

He reported disposing of 25,005 Class B Units and corresponding Class B common stock on 09/04/2025 pursuant to an Exchange Agreement; the exchange was settled in cash.

How many shares does the filing show beneficially owned after the transaction?

The filing reports 600,000 shares beneficially owned following the reported transaction.

Were the exchanged units converted into Class A shares or settled for cash?

The issuer elected to settle the exchange in cash rather than converting the Class B Units into Class A common stock.

Who holds the securities reported on the Form 4?

The securities are owned directly by HLA Investments, LLC, as stated in the filing.

Do Class B shares have special voting rights?

Yes; the filing states Class B common stock entitles its holder to ten votes per share while having no economic value beyond par.