HLNE Form 4: Rogers Hartley exchanges 149,875 Class B Units for cash

Rhea-AI Filing Summary

Hamilton Lane insider Rogers Hartley R. reported the disposition of 149,875 Class B Units and corresponding Class B common stock on 09/04/2025 under an exchange agreement tied to the company reorganization at IPO. The exchange was settled in cash at the issuer's election. After the reported transaction, the reporting person continues to beneficially own 6,510,922 shares of Class A common stock indirectly through HLA Investments, LLC, with Class B common stock carrying 10 votes per share but only par economic value. The filing notes Mr. Hartley serves as Executive Co-Chairman and is part of a group owning more than 10% of Class A stock.

Positive

• Full disclosure of the exchange transaction and continued indirect ownership of 6,510,922 shares
• Transaction consistent with established Exchange Agreement from the IPO reorganization
• Insider remains Executive Co-Chairman and part of a group owning more than 10% of Class A stock

Negative

• 149,875 Class B Units were disposed (exchanged and settled in cash), reducing Class B unit holdings
• Cash settlement at the issuer's election removes corresponding Class B common stock (with 10 votes per share) upon redemption

Insights

Securities Analyst

TL;DR: Routine exchange of legacy units settled for cash; substantial indirect stake remains, so market control is unchanged.

The transaction appears to be an administrative reorganization exchange executed under the IPO-era Exchange Agreement rather than an open-market sale. Disposition of 149,875 Class B Units was settled in cash at the issuer's election, reducing the reporting person's Class B holdings but leaving significant indirect ownership of 6,510,922 shares of Class A stock. Voting control characteristics remain notable because Class B common stock carries 10 votes per share, though those shares have only par liquidation value. For investors, the key takeaways are continuity of substantial ownership and a non-economic-unit exchange mechanism consistent with the IPO reorganization.

Corporate Governance Expert

TL;DR: Insider remains a major holder and executive; exchange raises no immediate governance red flags but reduces Class B units.

The filing discloses that Mr. Hartley is Executive Co-Chairman, a director, and part of a group owning over 10% of Class A stock. The Exchange Agreement mechanism—one-for-one exchange of Class B Units for Class A shares or cash at issuer election—is a structural legacy of the IPO. The cash settlement of these exchanged units alters the composition of unit-class holdings but does not by itself indicate a change in control intentions. Disclosure is complete regarding indirect ownership through HLA Investments, LLC and the reporting person’s managerial relationship to the managing member entity.

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

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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)
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)		149,875	D	$0.001	6,510,922(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)	09/04/2025		J(1)			149,875	(4)	(4)	Class A Common Stock	149,875	$146.51	6,510,922	I	See footnote(3)

Explanation of Responses:

1. The reporting person exchanged Class B Units of Hamilton Lane Advisors, L.L.C. ("HLA") (and corresponding shares of Issuer 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. These securities are owned directly by HLA Investments, LLC ("HLAI"). The reporting person is the manager of HRHLA, LLC ("HRHLA"), the managing member of HLAI.

3. These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.

4. Pursuant to the Exchange Agreement, the Class B Units of HLA 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:

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	09/08/2025
	** 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 Rogers Hartley R. report on Form 4 for HLNE?

He reported the exchange and cash settlement of 149,875 Class B Units on 09/04/2025 and continued indirect beneficial ownership of 6,510,922 shares.

Why were the Class B Units exchanged?

The filing states the exchange occurred under an Exchange Agreement entered in connection with the issuer’s IPO reorganization; the issuer elected cash settlement.

Does this transaction change control of Hamilton Lane (HLNE)?

No material change is disclosed; the reporting person remains an executive and part of a group owning over 10% of Class A stock.

What voting rights do the Class B common shares have?

The filing states Class B common stock carries 10 votes per share but has only par economic value on liquidation.

Through what entity does Mr. Hartley hold the securities?

The securities are owned directly by HLA Investments, LLC; Mr. Hartley is manager of HRHLA, the managing member of HLAI.