Hamilton Lane Inc SEC Filings

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 the results of its 2025 annual stockholder meeting held on September 4, 2025. Stockholders elected Class III director Hartley R. Rogers to a new three-year term, with 105,514,453 votes for and 23,515,384 votes withheld, plus 3,097,590 broker non-votes.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 98,253,133 votes for and 30,764,307 against. In a separate advisory vote, stockholders expressed a clear preference for holding say-on-pay votes every year, with 127,987,979 votes supporting an annual frequency. Based on this, the board approved an annual advisory vote schedule.

Stockholders further ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026, with 131,888,483 votes for, 228,780 against and 10,164 abstentions.

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.

Rogers Hartley R., Executive Co-Chairman and director of Hamilton Lane Incorporated (HLNE), reported a charitable gift on August 31, 2025. He gifted 100,125 Class B Units of Hamilton Lane Advisors, L.L.C. and the corresponding 100,125 shares of the issuer's Class B common stock to a charitable entity.

The filing shows these Class B shares carry no economic value beyond par on liquidation but confer ten votes per share. The Class B Units are exchangeable one-for-one into Class A common stock or, at the issuer's election, for cash; upon exchange the Class B share is redeemed at par and cancelled. The securities are beneficially owned indirectly by HLA Investments, LLC through HRHLA, LLC, of which Mr. Rogers is manager. After the reported disposal, 6,660,797 Class A-equivalent shares remain beneficially owned indirectly.

Hamilton Lane Incorporated (HLNE) notes its Class A common stock trades on Nasdaq under the ticker HLNE, with the last reported sale price of $154.34 per share on August 29, 2025. The company has a dual-class structure: Class A shares carry one vote each while Class B shares carry ten votes each and are held by the Class B holders on a one-for-one basis with HLA units. Major institutional holders disclosed by Schedule 13G/A filings include BlackRock (4,189,474 shares), Vanguard (3,901,933 shares) and Kayne Anderson Rudnick (2,674,001 shares).

The prospectus supplement discloses an underwriting lock-up of 45 days covering directors, officers and holders representing approximately 26.8% of common stock, estimated offering expenses of about $0.3 million payable by participating HLA members and the selling stockholder, and potential underwriter market-stabilizing activities. Non-U.S. holders face information reporting, backup withholding rules and possible 30% FATCA withholding on certain payments. Transfer agent is Equiniti Trust Company, LLC; legal counsel are Simpson Thacher & Bartlett LLP and Davis Polk & Wardwell LLP; auditors are Ernst & Young LLP. Information is incorporated by reference to specified SEC filings.