Hartley R. Rogers - Sep 4, 2025 Form 4 Insider Report for Hamilton Lane INC (HLNE)

Role: Executive Co-Chairman, Director, 10%+ Owner
Signature: /s/ Lauren Platko, attorney-in-fact
Stock symbol: HLNE
Transactions as of: Sep 4, 2025
Transactions value $: -$21,958,336
Form type: 4
Date filed: 9/8/2025, 05:32 PM
Previous filing: Sep 3, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Rogers Hartley R.	Executive Co-Chairman, Director, 10%+ Owner	C/O HAMILTON LANE INCORPORATED, 110 WASHINGTON STREET, SUITE 1300, CONSHOHOCKEN	/s/ Lauren Platko, attorney-in-fact	2025-09-08	0001577084

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HLNE	Class B Common Stock	Other	-$150	-150K	-2.25%	$0.00	6.51M	Sep 4, 2025	See footnote	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HLNE	Class B Units	Other	-$22M	-150K	-2.25%	$146.51	6.51M	Sep 4, 2025	Class A Common Stock	150K		See footnote	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	These securities are owned directly by HLAI. Mr. Rogers is the manager of HRHLA, the managing member of HLAI.
F4	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.