Hamilton Lane Inc SEC Filings

Carl Drew Thomas, Chief Accounting Officer of Hamilton Lane Inc. (HLNE), reported transactions on 09/16/2025. He disposed of 1,217 shares of Class A common stock, which include unvested restricted stock from the 2017 Equity Incentive Plan. On the same date he was granted 1,356 performance stock units that each represent a contingent right to one share of Class A common stock and vest only if the company meets a specified total shareholder return growth target by the end of the performance period on September 16, 2030. The performance stock was granted at a $0 exercise price and is reported as directly owned following the award.

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.

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.

Hamilton Lane insiders reported exchanges of Class B Units and corresponding Class B common stock on 09/04/2025 under an existing Exchange Agreement tied to the company's reorganization at IPO. The Form 4 shows HLA Investments LLC and HRHLA, LLC exchanged 320,005 and 149,875 Class B Units, respectively, and those exchanges were settled in cash at the issuer's election. After the reported transactions, HLA Investments LLC directly beneficially owned 8,128,907 shares and HRHLA's indirect beneficial ownership is reported as 6,510,922 shares. The filing notes the Class B common stock carries 10 votes per share but generally no economic value beyond par.

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.

Hamilton Lane insider reported an exchange of Class B units and corresponding Class B common stock, resulting in a cash settlement and a reduction in direct holdings. The reporting person disposed of 35,000 Class B Units/Class B common shares in the transaction, leaving beneficial ownership of 56,880 shares following the transaction. The filing notes Class B common stock carries ten votes per share but only par value economic rights on liquidation, and the Class B Units are exchangeable one-for-one into Class A common stock or, at the issuer's election, for cash. The disclosed units are held on behalf of the reporting person by HLA Investments, LLC.

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.

Hamilton Lane Incorporated reported an underwriting agreement related to an offering of Class A Common Stock. The filing summarizes customary representations, warranties and indemnification provisions in the Underwriting Agreement and discloses a contractual restriction preventing the company, HLA and a selling stockholder from selling or transferring Class A Common Stock or securities convertible into Class A Common Stock for 45 days after September 2, 2025 without the underwriter's written consent. The offering was made under an effective shelf registration (File No. 333-283233) and a prospectus supplement dated September 2, 2025. The company filed the Underwriting Agreement as Exhibit 1.1 and counsel opinion of Simpson Thacher & Bartlett LLP as Exhibit 5.1.