What changed in this filing

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Item 9A. Controls and Procedures

2024-05-23 compared with 2023-05-25 · 31 added, 21 removed, 146 unchanged (26% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of March 31, 2023.

Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our Co-Chief Executive Officers and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of March 31, 2024.

Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at March 31, 2023.

Based on management’s evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at March 31, 2024.

Management’s Report on Internal Control over Financial Reporting

3 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2023, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2024, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2024.

4 unchanged sentences

Other Information

Trading Arrangements

During the three months ended March 31, 2024, none of the Company’s directors or officers adopted , terminated or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

29 unchanged sentences

Amended and Restated Bylaws of Hamilton Lane Incorporated

8-K 3.2 9/12/23 001-38021

Description of Common Stock of Hamilton Lane Incorporated

11 unchanged sentences

and its members

10-K 10.4 5/25/23 001-38021

Tax Receivable Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto

26 unchanged sentences

2 to the Hamilton Lane Incorporated Employee Share Purchase Plan

10-K 10.19 5/25/23 001-38021

Form of Indemnification Agreement between Hamilton Lane Incorporated and certain of its directors and officers

33 unchanged sentences

8-K 10.1 1/2/20 001-38021

Confidential Separation Agreement and General Release, dated July 18, 2023, by and between Atul Varma and Hamilton Lane Advisors, L.L.C.

8-K 10.1 7/20/23 001-38021

Investment Agreement, dated March 29, 2021, by and between Russell Investments Group, Ltd.

1 unchanged sentence

10-K 10.31 5/27/21 001-38021

Warrant Agreement, dated January 15, 2021, by and between Hamilton Lane Alliance Holdings I, Inc.

and Continental Stock Transfer & Trust Company (incorporated by reference to the listed filing of Hamilton Lane Alliance Holdings I, Inc.)

8-K 4.1 1/19/21 001-39884

Letter Agreement, dated January 15, 2021, among Hamilton Lane Alliance Holdings I, Inc., HL Alliance Holdings Sponsor LLC and each of Hamilton Lane Alliance Holdings I, Inc.’s officers and directors (incorporated by reference to the listed filing of Hamilton Lane Alliance Holdings I, Inc.)

8-K 10.1 1/19/21 001-39884

Form of Warrant Assignment and Transfer

10-K/A 10.34 7/15/21 001-38021

Hamilton Lane Incorporated Insider Trading Policies and Procedures

List of Subsidiaries

1 unchanged sentence

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Certifications of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Hamilton Lane Incorporated Compensation Recovery Policy

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Incorporated By Reference Filed Herewith

Description of Exhibit Form Exhibit Filing Date File No.

The following financial information from our Annual Report on Form 10-K for the year ended March 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X

2 unchanged sentences

‡ Furnished herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 25th day of May, 2023.

HAMILTON LANE INCORPORATED

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 25th day of May, 2023.

Co-Chief Executive Officer

Signature Title

/s/ Hartley R.

Rogers Chairman of the Board of Directors

Giannini Chief Executive Officer and Director (Principal Executive Officer)

/s/ Atul Varma Chief Financial Officer and Treasurer (Principal Financial Officer)

Rogers Executive Co-Chairman of the Board of Directors

Giannini Executive Co-Chairman of the Board of Directors

Hirsch Co-Chief Executive Officer and Director (Co-Principal Executive Officer)

/s/ Juan Delgado-Moreira Co-Chief Executive Officer and Director (Co-Principal Executive Officer)

Juan Delgado-Moreira

/s/ Jeffrey Armbrister Chief Financial Officer and Treasurer (Principal Financial Officer)

Jeffrey Armbrister

Carl Chief Accounting Officer (Principal Accounting Officer)

Hirsch Vice Chairman and Director

Berkman Director

5 unchanged sentences

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 9A. Controls and Procedures