What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-05-27 compared with 2020-05-28 · 133 added, 69 removed, 561 unchanged (26% of the section changed)

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While some maintain their own internal investment teams, our clients look to us for additional expertise, advice and outsourcing capabilities.

We were founded in 1991 and have been dedicated to private markets investing for almost three decades.

We currently have approximately 400 employees, including 121 investment professionals, operating throughout the United States and in London, Hong Kong, Munich, Rio de Janeiro, Seoul, Sydney, Tel Aviv, Tokyo and Toronto.

We were founded in 1991 and have been dedicated to private markets investing for three decades.

We currently have approximately 450 employees, including 121 investment professionals, operating throughout the United States and in Frankfurt, Hong Kong, London, Seoul, Singapore, Sydney, Tel Aviv, Tokyo and Toronto.

A significant majority of our employees have equity interests in our Company.

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We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database of private markets investment performance and our suite of proprietary analytical investment tools.

In particular, the data and analytics provided by our Cobalt LP platform provides clients with more visibility into the private markets, enabling them to more accurately conduct market research, investment diligence, portfolio analysis and plan commitments.

It allows us to provide a service for limited partners with whom we have not yet had any relationship and differentiates us from our competitors in the industry.

Our client and investor base included over 500 institutions and intermediaries as of March 31, 2021, and is broadly diversified by type, size and geography.

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As a highly customized, flexible outsourcing partner, we are equipped to provide investment services to institutional clients of all sizes and with different needs, internal resources and investment objectives.

Our clients include prominent institutional investors in the United States, Europe, the Middle East, Asia, Australia and Latin America.

Our clients include prominent institutional investors in the United States, Canada, Europe, the Middle East, Asia, Australia and Latin America.

We provide private markets solutions and services to some of the largest global pension, sovereign wealth and U.S.

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We had approximately $631 billion of AUA as of March 31, 2021, reflecting a 20% CAGR from March 31, 2017, and our AUA increased in each fiscal year during this timeframe.

Finally, we believe that our strong culture is a key factor driving our success in developing and maintaining high-quality relationships with clients, prospects, other business partners and current/potential employees.

We are proud that this culture has been recognized annually by Pensions & Investments (“P&I”) magazine, a leading investment publication, as a “Best Place to Work in Money Management” since P&I’s inception in 2012.

We are one of just five firms to hold this distinction.

In addition, Hamilton Lane has been recognized by the Central Penn Business Journal as a “Best Place to Work in Pennsylvania,” also for the last eight consecutive years.

We believe diversity and inclusion are a core part of our corporate mission to enrich lives and safeguard futures, leveraging our status as a global leader in the private markets to promote diversity and inclusion to the benefit of employees, clients, the community and our industry overall.

Our Diversity & Inclusion Council, formed in 2016, aims to raise awareness primarily internally, but also externally, about the importance and benefits of fostering an inclusive work environment and culture.

As of March 31, 2020, 53% of our employees were minorities or women and 46% of departments were led by minorities or women.

The HL Women’s Exchange’s goal of breaking down generational, regional, and hierarchical walls creates opportunities for the free flow of ideas, support, and sponsorship between women in the

As of March 31, 2020, approximately 39% of our employees were women and 31% of senior leadership roles were held by women (compared to an industry average of 15%).

We believe that our culture will continue to play an important role in supporting our future growth.

Organizational Structure

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In connection with the IPO, we completed a series of transactions in order to effect a corporate reorganization, which we refer to collectively throughout this Form 10-K as the “Reorganization”.

As part of the Reorganization, we changed our structure to what is commonly referred to as an “Up-C” structure, which provides our pre-IPO owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the legacy owners (through the tax receivable agreement) when they ultimately exchange their pass-through interests for shares of Class A common stock or, at our election, for cash.

of the Reorganization, we changed our structure to what is commonly referred to as an “Up-C” structure, which provides our pre-IPO owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the legacy owners (through the tax receivable agreement) when they ultimately exchange their pass-through interests for shares of Class A common stock or, at our election, for cash.

HLI has dual-class common stock, the rights of which are described in more detail below.

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Our Class B common stockholders collectively hold 82% of the combined voting power of our common stock.

Certain of the holders of our Class B common stock who are significant outside investors, members of management and significant employee owners have, pursuant to a stockholders agreement,

agreed to vote all of their shares in accordance with the instructions of HLAI, our controlling stockholder.

Certain of the holders of our Class B common stock who are significant outside investors, members of management and significant employee owners have, pursuant to a stockholders agreement, agreed to vote all of their shares in accordance with the instructions of HLAI, our controlling stockholder.

The parties to the stockholders agreement control approximately 82% of the combined voting power of our common stock.

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In addition, we intend to expand into adjacent asset classes, which will allow us to further broaden our solutions capabilities, diversify our business mix and allow us to benefit from growth in private markets asset classes, such as private debt.

We believe we are uniquely positioned in the private markets as not only a solutions provider for our clients, but also as an important capital provider and partner to the world’s leading private markets fund managers.

We intend to capitalize on this unique position and seek to partner with fund managers as they look to transition from private to public ownership assets that meet a select set of criteria.

A special purpose acquisition company (“SPAC”) sponsored by us provides these fund managers with an alternative path to a public listing.

Expand distribution channels.

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We anticipate increasing sub-advisory opportunities as we continue to target high-net-worth individuals and families.

We made an investment for a minority stake in Russell Investments Group, Ltd.

(“Russell”), a leading outsourced chief investment officer provider and global investment solutions firm.

As part of the investment, HLA and Russell entered into a strategic partnership and intend to jointly develop and implement a strategy to engage in the global investment solutions outsourcing market.

Diversify and grow client base.

We aim to continue to expand our relationships with existing clients and intend to capitalize on significant opportunities in new client segments globally, such as smaller institutions and high-net-worth investors.

We believe these investors offer an attractive opportunity to further diversify and grow our client base because many of them only recently have begun to invest in, or increase their allocations to, alternative investments.

Expand private markets solutions and products to defined contribution, retail and similar pools of investable assets.

We believe we are pioneers in the creation, distribution, and management of products such as specialized secondaries, direct/co-investments and specialty credit strategies that are designed to

serve defined contribution retirement plans and similar entities.

We believe we are pioneers in the creation, distribution, and management of products

such as specialized secondaries, direct/co-investments and specialty credit strategies that are designed to serve defined contribution retirement plans and similar entities.

Many of our defined contribution retirement plan clients are based outside of the United States, ranging across Australia, Europe, and Latin America, among other geographies.

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Expand globally.

Over the past 18 years, we have substantially grown our global presence, both in terms of clients and investments, by expanding our international offices as well as our client presence.

We have built a significant presence to serve clients in Europe, Latin America, the Middle East, Asia, Australia and Canada, and we have offices in London, Munich, Rio de Janeiro, Tel Aviv, Hong Kong, Seoul, Tokyo, Sydney and Toronto.

We have substantially grown our global presence, both in terms of clients and investments, by expanding our international offices as well as our client presence.

We have built a significant presence to serve clients in Europe, Latin America, the Middle East, Asia, Australia and Canada, and we have offices in London, Frankfurt, Tel Aviv, Hong Kong, Seoul, Singapore, Tokyo, Sydney and Toronto.

In each of these places, we serve major institutional clients, and we review and commit capital to established local private markets funds on behalf of our clients.

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We expect that our data and analytical capabilities will play an important role in continuing to differentiate our products and services from those of our competitors.

In addition to continually expanding our own database, we develop strategic partnerships with, and opportunistically seek minority stakes in, innovative solutions providers such as Private Market Connect (data collection and management), Black Mountain (allocation software), Cobalt (benchmarking and diligence), Canoe Intelligence (document digitalization and processing) and iCapital Network (high-net-worth fundraising portal).

In addition to continually expanding our own database, we develop strategic partnerships with, and opportunistically seek minority stakes in, innovative solutions providers such as Private Market Connect (data collection and management), Cobalt (benchmarking and diligence), Canoe Intelligence (document digitalization and processing), iCapital Network (high-net-worth fundraising portal) and Honcho (governance/monitoring software).

Investment Types

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• Secondary Investments.

Secondary investments are investments in private markets funds through secondary market purchases of existing fund interests from existing limited partners in those funds.

The private secondary market is a non-regulated private market in which buyers and sellers directly negotiate the terms of transactions.

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Institutional investors utilize the secondary market for strategic portfolio rebalancing, rationalizing overlapping positions resulting from mergers and acquisitions or providing liquidity when facing cash constraints.

Secondary transactions typically fall within the following categories:

The market continues to evolve beyond purchases of existing limited partner interests.

Today, secondary transactions typically fall within the following categories:

◦ Single Funds:

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Our strategic opportunities funds are short duration, private markets funds that seek to create a portfolio of opportunistically oriented, private markets investments that generate attractive risk-adjusted returns through a flexible and diversified investment strategy.

The funds seek to invest across the entire capital structure and primarily utilize credit direct/co-investments, as well as tail-end secondary investments, to create a portfolio

biased toward shorter-duration exposures and downside protection, including a current yield component.

The funds seek to invest across the entire capital structure and primarily utilize credit direct/co-investments, as well as tail-end secondary investments, to create a portfolio biased toward shorter-duration exposures and downside protection, including a current yield

The strategic opportunities funds also may seek to layer into the portfolio construction opportunistic investments, including unique equity positions and investments in areas of market dislocation.

These funds leverage our existing platform to generate additional attractive deal flow.

• Evergreen Funds:

Our evergreen funds primarily invest in secondaries and direct/co-investments and are designed to provide qualified clients, including certain high-net-worth individuals and their wealth advisors, periodic liquidity.

These funds provide investors with an opportunity to access a diversified, institutional-quality portfolio of private equity and private credit assets through a single investment.

Investment Process and Monitoring

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We subsequently conduct a site visit at the fund manager’s office.

Lastly, we prepare a final investment report, which provides details on the manager’s performance, merits and issues, as well as in-depth analysis of the portfolio.

Lastly, we prepare a final investment report, which provides details on the manager’s performance, merits and issues, as well as an in-depth analysis of the portfolio.

Among the direct/co-investment opportunities we review, only the most attractive move to more intensive due diligence.

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Our secondary investment analysis involves both a bottom-up and a top-down analysis of each potential investment.

The bottom-up analysis calculates individual values for each underlying portfolio company within the fund.

The bottom-up analysis calculates individual values for each

underlying portfolio company within the fund.

The top-down analysis focuses on assessment of the markets, both public and private, as well as a rigorous review of the fund manager.

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• our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;

• our newly established funds may generate lower returns during the period that they initially deploy their capital;

• our newly established funds may generate lower returns during the period that they initially

deploy their capital;

• in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future;

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Secondary Fund IV 2016 1,916 185 2.2 41.5% 2,563 bps 2,867 bps

Secondary Fund V 2019 1,376 N/A N/A N/A N/A N/A

Secondary Fund V 2019 3,058 8 1.8 119.3% 10,224 bps 10,498 bps

Co-investments

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Strat Opps 2018 2018 889 242 1.2 16.2% 1,458 bps 1,702 bps

Strat Opps 2019 2019 762 N/A N/A N/A N/A N/A

Strat Opps 2019 2019 762 25 1.1 13.9% 1,266 bps 1,520 bps

Gross Returns — Realized and Unrealized

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Our AUM and AUA have distinctive terms and fee arrangements, and therefore are presented separately in this section.

Our AUM comprises primarily the assets associated with our customized separate accounts and specialized funds.

Our AUM, as presented in this Form 10-K, comprise the assets associated with our customized separate accounts and specialized funds.

AUM does not include the assets associated with our distribution management services.

We classify assets as AUM if we have full discretion over the investment decisions in an account.

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This was partially offset by $2 billion of fee-earning AUM from customized separate accounts clients with non-discretionary AUA.

The remaining $10 billion is non fee-earning AUM.

The remaining $19 billion is non fee-earning AUM, which includes accounts that earn fees as discretionary AUM is invested or considered active as well as accounts past their fee-earning period.

The following chart summarizes the growth of our fee-earning AUM since fiscal year 2017.

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Our clients include prominent institutional investors in the United States, Europe, the Middle East, Asia, Australia and Latin America.

Our clients include prominent institutional investors in the United States, Canada, Europe, the Middle East, Asia, Australia and Latin America.

We believe we are a leading provider of private markets solutions for U.S.

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Sales and Marketing

Our business development group consists of employees around the world, including in the United States, United Kingdom, Hong Kong, Japan, South Korea, Brazil, Israel, Australia, Canada and Germany.

Our business development group consists of employees around the world, including in the United States, United Kingdom, Hong Kong, Japan, Singapore, South Korea, Brazil, Israel, Australia, Canada and Germany.

We intend to grow our global sales force as we seek to continue to build our client base and pursue growth opportunities in less developed private equity markets such as Asia and Australia.

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voting securities;

entering into and terminating contracts;

entering into, amending and terminating contracts;

commencing, settling or discontinuing claims or actions;

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In addition, we may provide for investments in our specialized funds as part of our customized separate accounts, and therefore we also receive incentive fees based on realized gains of investments in our specialized funds and/or management fees under the terms of such funds.

We reduce the management and/or incentive fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

We generally reduce the management and/or incentive fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

Duration and Termination.

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Some contracts provide for penalty fees to be paid to us if termination occurs before the end of the stated term in the absence of cause.

For contracts that provide for incentive fees based on realized gains, we typically retain the right to continue receiving those fees after termination with respect to existing investments at time of termination.

See “Risk Factors—Risks Related to Our Business—Customized separate account and advisory account fee revenue is not a long-term contracted source of revenue and is subject to intense competition” included in Part I, Item 1A of this Form 10-K.

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Such limited partnerships are typically formed in Delaware or a non-U.S.

jurisdiction, such as the Cayman Islands, in accordance with the client’s specifications.

In certain cases, we have formed investment vehicles utilizing other forms, including Delaware limited liability companies, Cayman unit trusts and/or Luxembourg companies.

jurisdiction, such as the Cayman Islands or Luxembourg, in accordance with the client’s specifications.

In certain cases, we have formed

investment vehicles utilizing other forms, including Delaware limited liability companies, Cayman unit trusts and/or Luxembourg companies.

Our capital commitment to such an investment vehicle is generally 1% of total capital commitments but in certain cases may be higher or lower.

We manage these investment vehicles

under an investment management agreement between the investment vehicle entity and us, and we manage all aspects of the vehicles, utilizing the services of third parties as needed, including administrators and custodial banks.

We manage these investment vehicles under an investment management agreement between the investment vehicle entity and us, and we manage all aspects of the vehicles, utilizing the services of third parties as needed, including administrators and custodial banks.

Specialized Funds

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In addition, we sponsor funds designed to provide investors periodic liquidity, which primarily invest in secondaries and direct/co-investments (the “evergreen funds”).

One evergreen fund is marketed to investors outside of the United States on a private placement basis, and in the United States, we have filed a preliminary prospectus with the SEC to offer a similar vehicle for U.S.

investors, which will be registered under the Securities Act and as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

One evergreen fund is marketed to investors outside of the United States on a private placement basis, and in the United States, we offer a similar vehicle for U.S.

investors, which is registered under the Securities Act and as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Capital Commitments.

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The limited partners often have the right to remove the general partner for cause or effect an early dissolution by supermajority vote, or in certain cases by a simple majority vote.

In addition, the governing agreements of our funds typically require the suspension of the commitment period if, depending on the fund, between two and ten designated principals of the Manager cease to devote sufficient professional time to or cease to be employed by the Manager, often called a

“key man event”, or in connection with certain other events discussed under “—Duration, Redemption and Termination.” See “Risk Factors—Risks Related to our Business—Our ability to retain our senior management team and attract additional qualified investment professionals is critical to our success” included in Part I, Item 1A of this Form 10-K.

In addition, the governing agreements of our funds typically require the suspension of the

commitment period if, depending on the fund, between two and ten designated principals of the Manager cease to devote sufficient professional time to or cease to be employed by the Manager, often called a “key man event”, or in connection with certain other events discussed under “—Duration, Redemption and Termination.” See “Risk Factors—Risks Related to our Business—Our ability to retain our senior management team and attract additional qualified investment professionals is critical to our success” included in Part I, Item 1A of this Form 10-K.

Management Fees .

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Carried interest from these primary funds is earned on a “full return” basis when all invested capital and the applicable preferred return has been received or on a “deal-by-deal” basis when all capital invested and the applicable preferred return has been received either on all realized investments or on each individual investment.

For each of our secondary funds, direct/co-investment funds, credit funds and evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, subject to a compounded annual preferred return that varies based on fund type.

For each of our secondary funds, direct/co-investment funds, strategic opportunity funds and evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, subject to a compounded annual preferred return that varies based on fund type.

In our secondary funds, we generally earn carried interest on a full-return basis.

In the case of certain of our direct/co-investment funds and evergreen funds, we earn carried interest on a deal-by-deal basis.

In the case of certain of our direct/co-investment funds, strategic opportunity funds and evergreen funds, we earn carried interest on a deal-by-deal basis.

If, upon the final distribution of any of our specialized funds from which we earn carried interest, we and our affiliates have received cumulative carried interest in excess of the amount to which we would be entitled from the profits calculated for such investments in the aggregate, or if the limited partners have not received distributions equal to those to which they are entitled, the general partner will return such part of any carried interest to the limited partners as is necessary to ensure that they receive the amounts to which they are entitled, less taxes on the carried interest.

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Our main primary, secondary and direct/co-investment funds have an average term of approximately 12 years.

Our Strategic Opportunities funds terminate five years after the last date on which a limited partner may be admitted to the fund.

Certain of our strategic opportunities funds terminate five years after the last date on which a limited partner may be admitted to the fund.

Our funds are generally subject to extension for up to two years at the discretion of the general partner and thereafter if consent of the requisite majority of limited partners or, in some cases, the fund’s advisory committee is obtained.

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Interests in our specialized funds, other than our evergreen funds, are not subject to redemption prior to termination of the funds.

Termination or dissolution of the funds and the suspension of their commitment periods, however, can generally be accelerated upon the occurrence of certain customary

events, including key man events, bankruptcy and similar events and the occurrence of fraud, willful malfeasance or gross negligence and other similar events.

Termination or dissolution of the funds and the suspension of their commitment periods, however, can generally be accelerated upon the occurrence of certain customary events, including key man events, bankruptcy and similar events and the occurrence of fraud, willful malfeasance or gross negligence and other similar events.

Such funds also may be terminated upon the affirmative vote, depending on the fund, of 75% to 85% of the total limited partner interests entitled to vote.

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If the incentive fee calculation results in a negative amount in a given year, that amount is applied to reduce the balance in the notional account.

We are not required to repay any negative balance in the notional amount.

We are not required to repay any negative balance in the notional account.

Distribution management contracts have varying durations, some with indefinite terms, and typically can be terminated by our clients for any reason generally upon 30 to 90 days’ notice.

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The asset management business is intensely competitive, and in addition to the above factors, our ability to continue to compete effectively will depend upon our ability to attract highly qualified investment professionals and retain existing employees.

Intellectual Property

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business.

In addition, our names, logos and website names and addresses are owned by us or licensed by us.

We also own or have the rights to copyrights that protect the content of our solutions.

We believe that the “Hamilton Lane” trade name, logo and website are material to our operations.

We have entered into licensing agreements with other companies for several of our technology solutions, including Black Mountain and iLevel, which expire in 2021 and 2025, respectively.

The iLevel license will automatically renew for additional one-year periods thereafter, unless terminated by either party.

Legal and Compliance

Reporting to our chief executive officer, our general counsel oversees our legal team, which is comprised of attorneys located primarily in our corporate headquarters in Bala Cynwyd, Pennsylvania.

Our general counsel reports to our chief executive officer.

Our attorneys are embedded in our legal corporate, customized separate accounts, commingled funds and investment teams.

Most of our customized separate account clients and certain of our advisory clients rely on us to review, analyze and negotiate the terms of the documents relating to primary, secondary and direct/co-investments.

Working together with our investment teams, our attorneys negotiate directly with fund managers and deal sponsors and their counsel the terms of all limited partnership agreements, subscription documents, side letters, purchase agreements and other documents relating to primary, secondary and direct/co-investments.

Our attorneys also review and make recommendations regarding amendments and requests for consents presented by the fund managers from time to time.

Our attorneys also review and make recommendations regarding amendments and requests

for consents presented by the fund managers from time to time.

In addition, our legal team is responsible for preparing, reviewing and negotiating all documents relating to the formation and operation of our funds.

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Our chief risk officer has day-to-day management responsibility for the compliance team.

The compliance team is responsible for overseeing and enforcing our policies and procedures relating to compliance with the Investment Advisers Act and related rules and regulations and our code of ethics, as well as the compliance policies and procedures and laws and regulations that apply to our non-U.S.

The compliance team is responsible for operational due diligence and overseeing and enforcing our policies and procedures relating to compliance with the Investment Advisers Act and related rules and regulations and our code of ethics, as well as the compliance policies and procedures and laws and regulations that apply to our non-U.S.

subsidiaries and operations.

In addition, the compliance team is responsible for all regulatory matters relating to Hamilton

Lane Securities, LLC, our SEC- and FINRA-registered broker-dealer affiliate through which we offer interests in our specialized funds.

In addition, the compliance team is responsible for all regulatory matters relating to Hamilton Lane Securities, LLC, our SEC- and FINRA-registered broker-dealer affiliate through which we offer interests in our specialized funds.

Regulatory Environment

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The failure of HLA to comply with the requirements of the Investment Advisers Act or the SEC could have a material adverse effect on us.

Our customized separate accounts and specialized funds are not registered under the Investment Company Act because we only form customized separate accounts for, and offer interests in our specialized funds to, persons who we reasonably believe to be “qualified purchasers” as defined in the Investment Company Act.

Most of our customized separate accounts and specialized funds are not registered under the Investment Company Act because we generally only form customized separate accounts for, and offer interests in our specialized funds to, persons who we reasonably believe to be “qualified purchasers” as defined in the Investment Company Act.

ERISA-Related Regulation

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We provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United States.

In many of these countries and jurisdictions, which include the European Union (“EU”), the European Economic Area (“EEA”), the individual member states of each of the EU and EEA, Australia, Brazil, Canada, Hong Kong, Israel, Japan, South Korea and the United Kingdom (“U.K.”), we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements.

In many of these countries and jurisdictions, which include the European Union (“EU”), the European Economic Area (“EEA”), the individual member states of each of the EU and EEA, Australia, Canada, Hong Kong, Israel, Japan, Singapore, South Korea and the United Kingdom (“U.K.”), we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements.

In general, these requirements relate to registration, licenses for our personnel, periodic inspections, the provision and filing of periodic reports, and obtaining certifications and other approvals.

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vis-à-vis other countries and the economic outlook in the U.K.

See “Risk Factors—Risks Related to Our Business—Operational risks and data security breaches may disrupt our business, result in losses or limit our growth” and “Risk Factors—Risks Related to Our Business—Our international operations are subject to certain risks, which may affect our revenue” included in Part I, Item 1A of this Form 10-K for more information on the risks we face in connection with Brexit.

We currently have approximately 400 employees.

We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

See “Risk Factors—Risks Related to Our Business—Operational risks and data security breaches may disrupt our business, result in losses or limit our growth”, “Risk Factors—Risks Related to Our Business—Our international operations are subject to certain risks, which may affect our revenue” and “Risk Factors—Risks Related to Our Industry—Regulation of investment advisors outside the United States could adversely affect our ability to operate our business.” included in Part I, Item 1A of this Form 10-K for more information on the risks we face in connection with Brexit.

Our Culture and Focus on Diversity, Equity & Inclusion

We believe diversity and inclusion are a core part of our corporate mission to enrich lives and safeguard futures, and we leverage our status as a global leader in the private markets to promote diversity and inclusion to the benefit of employees, clients, the community and our industry overall.

Our organization is focused on acting with integrity, pursuing excellence in all that we do and promoting equity and inclusion from within.

This starts with a commitment to our employees to create a workplace

environment where they can thrive both professionally and personally, and where our employees feel comfortable bringing their whole selves to the workplace.

Formed in 2016, our Diversity, Equity & Inclusion Council (“DE&I Council”) aims to raise awareness about the importance and benefits of fostering an inclusive work environment and culture.

We know that smart teams do great things, but diverse teams can do truly incredible things, and the way to affect change is to help create it.

That is why in 2020 we announced the adoption of a new corporate value, “Promoting Equity and Inclusion from Within.”

We believe that our strong culture is a key factor driving our success in developing and maintaining high-quality relationships with current/prospective employees, clients, prospects, business partners and the communities within which we live and work.

In early 2021, we became a signatory to the Institutional Limited Partners Association’s newly announced Diversity in Action Initiative.

This effort focuses on foundational actions that limited partner and general partner organizations are taking to advance diversity, equity and inclusion, both internally and throughout the industry more broadly.

With approximately 450 employees worldwide as of March 31, 2021, we are proud that our culture has been recognized annually by Pensions & Investments (“P&I”) magazine, a leading investment publication, as a “Best Place to Work in Money Management” since P&I created their list in 2012.

We are one of just five firms to hold this distinction.

In addition, Hamilton Lane has been recognized by the Central Penn Business Journal as a “Best Place to Work in Pennsylvania,” also for the last nine consecutive years.

Talent Acquisition and Retention

In 2020, our Human Resources Department, in conjunction with the firm’s DE&I Council, introduced a new strategic plan aimed at expanding upon existing efforts to intentionally embed diversity, equity and inclusion into the fabric of the firm’s values, culture, and recruiting and retention practices.

The plan outlines enhanced recruiting and retention efforts, including an emphasis on ongoing training, accountability and inclusivity.

As of March 31, 2021, 51% of our employees were minorities or women and 48% of departments were led by minorities or women.

As of March 31, 2021, approximately 40% of our employees were women and 32% of senior leadership roles were held by women.

In recognition of our efforts, we were designated by the Private Equity Women Investor Network as International LP of the Year for 2020.

This award is given annually to an outstanding institutional limited partner who has demonstrated a commitment to encouraging and supporting female investors in the private equity industry.

We believe that our culture and commitment to fostering a truly diverse workforce will continue to play an important role in supporting our future growth.

Employee Engagement

In addition to our recruiting and retention efforts, we recognize that a true commitment to diversity requires a proactive and multi-faceted approach.

We have multiple employee-led programs designed to help our colleagues with skill development, career progression and work-life balance, as well as to facilitate open dialogues around important topics such as race, inclusion and social justice.

Furthermore, employees have the opportunity to participate in our formal Mentoring Program, which is designed to help less tenured employees foster relationships with more experienced colleagues and/or peers in different departments with the goal of enhancing professional and personal development and growth.

In addition to formalizing a diversity, equity and inclusion strategy with clear objectives and aspirations for increasing the diversity of our workforce, we focused on a number of other human capital initiatives during fiscal 2021.

For example, we completed the implementation of pay-for-performance, which involved the introduction of a common set of job competencies providing each individual job profile with a clear understanding of expectations for the role, a new performance measurement and reporting process, a standardized compensation structure and various training modules to facilitate these transitions.

Finally, we completed the final implementation phase of a software program for financial

management and human capital management, which provides a platform to deliver our human capital processes, allowing enhanced data analysis, better controls through trackable and auditable transactions, and employee and manager self service.

Our success is because of our people, our colleagues across the globe who bring their authentic selves to work every day.

We are not only private markets specialists, but we are artists, musicians, athletes, parents and so much more.

It is that intersection of experiences that drives our culture and our unique spirit of competition that inspires innovation.

Together, we believe diverse perspectives lead to informed decisions;

decisions designed to benefit our clients, our employees and our competitive edge.

New Corporate Headquarters — LEED and Fitwel Certifications

In addition to the efforts noted above, we are pursuing both LEED (Leadership in Energy and Environmental Design) and Fitwel certifications for our new corporate headquarters office building in Conshohocken, Pennsylvania.

The LEED certification demonstrates the value we place on locating our headquarters in an energy and resource-efficient building.

The Fitwel certification demonstrates our commitment to the health and wellness of our employees.

It focuses on increasing physical activity, providing healthy food options, promoting safety and contributing to the overall physical and mental wellbeing of those who work in the building.

The office will offer increased spaces designated for personal wellness, mental health and well-being and employee connectivity.

Compensation and Benefits

In order to make working at Hamilton Lane an attractive proposition for current and prospective employees, we have developed a comprehensive total rewards compensation program.

The elements of this program are designed to recognize and reward individual performance and recognize contributions that align with and drive positive business results.

We believe that a compensation system that incentivizes actions that grow stockholder value closely aligns our employees with the interests of our stockholders.

To further align their interests with those of investors in our funds, certain of our employees also have the opportunity to make investments in certain of our funds.

We offer a market-based mix of compensation elements, including:

• base salary;

• annual discretionary incentive bonuses consisting of both cash and equity;

• long-term equity incentives;

• a carried interest plan;

• competitive health and wellness benefits.

The particular mix and weighting of elements varies depending on the functional area and level of seniority within our organization.

We adjust the individual elements of compensation as needed to effectively compete for talent in the jurisdictions in which we do business and to comply with local law.

We believe a blend of variable and longer-term components further attracts and incentivizes talent, provides an overall compensation package that is competitive with the market and encourages retention of top performers.

Our health and wellness benefits include 16 weeks of fully paid parental leave plus one additional week to be used on demand, regardless of gender identity, lactation and milk shipping services, assisted reproductive technology and adoption support, back-up child, elder and self-care, mental health services and a number of financial wellness benefits including our Employee Share Purchase Plan, as amended, through which employees can purchase shares of our Class A common stock at a discounted price.

Available Information

Our website is located at www.hamiltonlane.com, and our investor relations website is located at http://ir.hamiltonlane.com.

We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, statements of changes in beneficial ownership and amendments to those reports are available for free on our investor relations website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

Our website is located at www.hamiltonlane.com, and the Shareholders page of our website is located at http://ir.hamiltonlane.com.

We are subject to the informational requirements of the Exchange Act and

file or furnish reports, proxy statements and other information with the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, statements of changes in beneficial ownership and amendments to those reports are available for free on the Shareholders page of our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.

Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases as part of our investor relations website.

Investors and others can receive notifications of

new information posted on our investor relations website in real time by subscribing to email alerts.

We also make certain corporate governance documents available on our investor relations website, including board committee charters and our code of conduct and ethics.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on the Shareholders page of our website.

Investors and others can receive notifications of new information posted on the Shareholders page of our website in real time by subscribing to email alerts.

We also make certain corporate governance documents available on the Shareholders page of our website, including board committee charters and our code of conduct and ethics.

The contents of our websites are not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business