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Form 4 Hamilton Lane INC For: May 26 Filed by: Rogers Hartley R.

May 28, 2026 5:48 PM
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
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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).
1. Name and Address of Reporting Person *
Rogers Hartley R.
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Co-Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026
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 A Common Stock 05/26/2026 P 47,025 A $ 89.99 (1) 47,025 D
Class A Common Stock 05/26/2026 P 47,025 A $ 89.99 (1) 47,025 I By LLC (2)
Class A Common Stock 05/26/2026 P 7,975 A $ 90.43 (3) 55,000 D
Class A Common Stock 05/26/2026 P 7,975 A $ 90.43 (3) 55,000 I By LLC (2)
Class A Common Stock 05/27/2026 P 466 A $ 92.76 (4) 55,466 D
Class A Common Stock 05/27/2026 P 466 A $ 92.69 (5) 55,466 I By LLC (2)
Class B Common Stock 6,510,922 (6) I See footnote (7)
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 (8) (8) (8) Class A Common Stock 6,510,922 6,510,922 I See footnote
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") were purchased in multiple transactions at prices ranging from $89.33 to $90.32 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the range set forth in this footnote.
2. These securities are owned directly by a limited liability company ("LLC") which is wholly owned by Reporting Person, Reporting Person 's spouse and three trusts for the benefit of Reporting Person 's children. Reporting Person's spouse serves as manager of the LLC and as trustee of the trusts. Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein.
3. The price reported in Column 4 is a weighted average price. These shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $90.33 to $90.50 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $92.76 to $93.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $92.69 to $93.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the range set forth in this footnote.
6. 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.
7. These securities are owned directly by HLA Investments LLC ("HLAI"). The Reporting Person is the manager of HRHLA, LLC, the managing member of HLAI. Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein.
8. Pursuant to the exchange agreement entered into at the time of and in connection with a reorganization incident to the Issuer's initial public offering, 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 Chairman of the Board of Directors 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.
/s/ Lydia Gavalis, attorney-in-fact 05/28/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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