Hamilton Lane (HLNE) Director Reports 10,000-Unit Exchange, >10% Group Stake Remains

Rhea-AI Filing Summary

Edward B. Whittemore, a director of Hamilton Lane Incorporated (HLNE), reported transactions dated 09/04/2025. He exchanged 10,000 Class B Units (and the corresponding Class B common stock) under an exchange agreement tied to the companys IPO; at the issuers election the exchange was settled in cash. The filing also reports a disposition of 10,000 shares of Class B common stock at $0.001 per share. After these reported transactions the filing shows beneficial ownership of 95,000 shares of Class A common stock held indirectly through HLA Investments, LLC, and notes the reporting person is part of a group that beneficially owns over 10% of the Issuers Class A common stock.

Positive

• None.

Negative

• Reported disposal of 10,000 Class B common shares (transaction code J(1)) at $0.001 per share, indicating a reduction in the reporting persons Class B holdings.
• Exchange of 10,000 Class B Units was settled in cash at the issuers election, representing a conversion of ownership units into cash rather than retention of equivalent Class A shares.

Insights

Corporate Governance Expert

TL;DR: Director executed an exchange settled in cash and reported a small Class B disposal; group retains >10% Class A ownership.

The directors Form 4 documents an exchange of 10,000 Class B Units and associated Class B common stock under an IPO-related exchange agreement, with the issuer electing cash settlement. The Form 4 also records a disposal of 10,000 Class B common shares at par ($0.001). These transactions appear procedural under the exchange agreement rather than open-market trading, and the reporting person continues to hold 95,000 Class A shares indirectly via HLA Investments, LLC. The filing notes group ownership exceeding 10%, which remains a material governance fact for shareholder voting power.

Securities Analyst

TL;DR: Transaction reflects an IPO-era structural exchange with cash settlement; economic impact on holdings appears limited.

The reported exchange of Class B Units for cash and the nominal-price disposal of Class B common stock suggest an administrative conversion consistent with the issuers reorganization at IPO. The Form 4 shows 95,000 Class A shares beneficially owned post-transaction, held indirectly, preserving significant voting influence given the referenced >10% group stake. No option exercises, new derivative grants, or changes in Class A share count are reported. From a market-impact perspective these entries do not indicate a large economic divestiture of Class A common stock.

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
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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^*

Whittemore Edward B.

(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)		10,000	D	$0.001	95,000(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)			10,000	(3)	(3)	Class A Common Stock	10,000	$146.51	95,000	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. Held on behalf of the reporting person 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 Edward B. Whittemore report on Form 4 for HLNE?

The Form 4 reports an exchange of 10,000 Class B Units (and corresponding Class B common stock) settled in cash and a reported disposal of 10,000 Class B common shares on 09/04/2025.

How many Class A shares does the reporting person beneficially own after the transaction?

The filing shows beneficial ownership of 95,000 shares of Class A common stock following the reported transactions, held indirectly through HLA Investments, LLC.

Was the Class B exchange settled for stock or cash?

At the issuers election the exchange was settled in cash, per the Form 4 explanation of the Exchange Agreement.

Does the filing indicate significant voting influence?

Yes. The reporting person is part of a group that beneficially owns more than 10% of the Issuers Class A common stock, as noted in the filing.

What is the economic value noted for Class B common stock?

The filing states Class B common stock does not carry economic value beyond the right to receive par value upon liquidation, dissolution or exchange, but carries ten votes per share on matters submitted to stockholders.