SEC Form 4 · accession 0001698324-26-000007

Hamilton Lane INC · HLNE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andrea Anigati Kramer

Officer — Chief Operating Officer · 10% Owner

Period of report

Sep 16, 2026

Accepted (ET)

Sep 18, 2026 · 4:52 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001433642

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F2	Jun 30, 2026	A	27	$67.01	A	87,377	D
Class A Common Stock^F2	Sep 16, 2026	F	736	$93.03	D	86,641	D
Class B Common Stock^F4	holding	—	—		—	135,970	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock^F5	—	Sep 16, 2026	A	22,252	A	—	—	Class A Common Stock	22,252	22,252	D
Performance Stock^F6	—	holding	—	—	—	—	—	Class A Common Stock	5,435	5,435	D
Performance Stock^F7	—	holding	—	—	—	—	—	Class A Common Stock	2,033	2,033	D
Performance Stock^F8	—	holding	—	—	—	—	—	Class A Common Stock	13,044	13,044	D
Class B Units^F10,F9	—	holding	—	—	—	—	—	Class A Common Stock	135,970	135,970	I
Class C Units^F10,F9	—	holding	—	—	—	—	—	Class A Common Stock	195,317	195,317	I

Explanation of responses

F1Shares of Class A common stock, $0.001 par value per share (the "Class A Shares") acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d).
F10Held on behalf of the reporting person by HL Management Investors, LLC.
F2Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.
F3Class A Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
F4The 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.
F5Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests at the end of the performance period if the Issuer's Class A Shares achieve a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2031.
F6Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests upon the Issuer's Class A Shares achieving a specified price per share. The performance period of the performance stock ends on September 16, 2031.
F7Each share of performance stock represents a contingent right to receive one Class A Share of the Issuer. The performance stock vests at the end of the performance period if the Issuer's Class A Shares achieve a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030.
F8Each share of performance stock represents a contingent right to receive one Class A Share. The performance stock vests upon the Issuer's Class A Shares achieving a specified price per share. The performance period of the performance stock ends on September 16, 2029.
F9Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. ("HLA") are exchangeable, on a one-for-one basis, for Class A Shares 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 and Class C Units of HLA do not have an expiration date.

Remarks

In addition to serving as an officer of the Issuer, the reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A Shares.