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Item 8. Financial Statements and Supplementary Data

2025-05-30 compared with 2024-05-23 · 298 added, 267 removed, 907 unchanged (38% of the section changed)

9 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hamilton Lane Incorporated (the Company) as of March 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Hamilton Lane Incorporated (the Company) as of March 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025, in conformity with U.S.

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In our opinion, Hamilton Lane Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2024, and the related notes and our report dated May 23, 2024 expressed an unqualified opinion thereon .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes and our report dated May 30, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

53 unchanged sentences

Additional paid-in-capital 261,856 208,402

Accumulated other comprehensive (loss) income ( 141 ) —

Retained earnings 455,511 316,696

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Interest income 7,874 5,427 1,789

Non-operating (loss) gain ( 2,515 ) ( 5,243 ) 64,469

Non-operating gain (loss) 8,434 ( 2,515 ) ( 5,243 )

Consolidated variable interest entities related:

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Interest income 205 4,581 3,325

Total other income 35,843 2,570 144,112

Total other income (expense) 45,725 35,843 2,570

Income before income taxes 362,277 281,661 242,610

5 unchanged sentences

Income attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.

— 5,617 4,343

Income attributable to non-controlling interests in consolidated funds 2,769 4,980 435

5 unchanged sentences

Hamilton Lane Incorporated

Consolidated Statements of Comprehensive Income

(In Thousands)

Year Ended March 31,

2025 2024 2023

Net income $ 313,768 $ 227,207 $ 187,185

Other comprehensive income, net of tax:

Foreign currency translation ( 184 ) — —

Total other comprehensive income, net of tax $ ( 184 ) $ — $ —

Comprehensive income $ 313,584 $ 227,207 $ 187,185

Comprehensive income attributable to non-controlling interests in general partnerships 739 534 986

Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.

92,800 80,835 71,027

Comprehensive income attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.

Comprehensive income attributable to non-controlling interests in consolidated funds 2,769 4,980 435

Total comprehensive income attributable to Hamilton Lane Incorporated $ 217,276 $ 140,858 $ 109,120

See accompanying notes to the consolidated financial statements.

Hamilton Lane Incorporated

Consolidated Statements of Stockholders' Equity

(In Thousands)

Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Non-Controlling

Class A Common Stock Class B Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income Retained Earnings Non-Controlling

Interests in General Partnerships Non-Controlling

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Dividends declared — — — — ( 59,462 ) — — — ( 59,462 )

Capital distributions to non-controlling interests, net — — — — 836 — — 836

Capital (distributions to) contributions from non-controlling interests, net — — — — — ( 532 ) — 18,734 18,202

Member distributions — — — — — — ( 52,048 ) — ( 52,048 )

Offerings adjustment 1 ( 1 ) 4,097 — — ( 4,098 ) — ( 1 )

Offering adjustment 1 ( 1 ) 5,013 — — — ( 5,014 ) — ( 1 )

Employee Share Purchase Plan share issuance 1 — 1,337 — — — 599 — 1,937

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Dividends declared — — — — ( 67,985 ) — — — ( 67,985 )

Capital contributions from (distributions to) non-controlling interests, net — — — — ( 532 ) — 18,734 18,202

Capital contributions from non-controlling interests, net — — — — — 632 — 142,924 143,556

Member distributions — — — — — — ( 51,965 ) — ( 51,965 )

1 unchanged sentence

Employee Share Purchase Plan share issuance — — 1,585 — — — 668 — 2,253

Adjustment of redeemable non-controlling interest to redemption value — — — 9,016 — 4,056 — 13,072

Deconsolidation of consolidated fund — — — — — — ( 167,073 ) ( 167,073 )

Equity reallocation between controlling and non-controlling interests — — 4,520 — — — ( 4,520 ) — —

4 unchanged sentences

(In Thousands)

Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Non-Controlling

Class A Common Stock Class B Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income Retained Earnings Non-Controlling

Interests in General Partnerships Non-Controlling

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Balance at March 31, 2024 $ 41 $ 14 $ 208,402 $ — $ 316,696 $ 5,043 $ 145,762 $ — $ 675,958

$ 39 $ 15 $ 171,567 $ 243,823 $ 3,877 $ 135,702 $ 19,169 $ 574,192

Net income — — — — 217,417 739 92,843 2,769 313,768

Other comprehensive income — — — ( 141 ) — — ( 43 ) — ( 184 )

Equity-based compensation — — 23,303 — — — 8,104 — 31,407

2 unchanged sentences

Dividends declared — — — — ( 78,602 ) — — — ( 78,602 )

Capital contributions from (distributions to) non-controlling interests, net — — — — 632 — 142,924 143,556

Capital contributions from non-controlling interests, net — — — — — 242 — 21,090 21,332

Member distributions — — — — — — ( 46,798 ) — ( 46,798 )

1 unchanged sentence

Employee Share Purchase Plan share issuance — — 2,071 — — — 726 — 2,797

Deconsolidation of consolidated fund — — — — — — ( 167,073 ) ( 167,073 )

Equity reallocation between controlling and non-controlling interests — — 1,131 — — — ( 1,131 ) — —

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Equity in income of investees ( 29,016 ) ( 34,893 ) ( 5,088 )

Net realized loss (gain) on sale of investments 288 ( 12,230 ) ( 11,936 )

Net realized (gain) loss on sale of investments ( 654 ) 288 ( 12,230 )

Fair value adjustment of other investments ( 10,147 ) 333 ( 20,730 )

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Change in warrant liability measured at fair value — — ( 2,883 )

Cash relinquished with deconsolidation of fund ( 101,712 ) — —

Cash relinquished from deconsolidation of fund ( 12,173 ) ( 101,712 ) —

Net unrealized gain on investment ( 10,848 ) ( 1,406 ) —

7 unchanged sentences

Purchase of investments ( 11,692 ) ( 6,352 ) ( 37,025 )

Proceeds from sales of investments 1,343 13,478 12,623

Proceeds from sale of investments 6,948 1,343 13,478

Proceeds from sale of intangible assets 2,078 3,305 —

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(Purchase) sale of investments ( 78,142 ) ( 57,832 ) 278,954

Cash from consolidating funds 12,100 — —

Net cash (used in) provided by investing activities $ ( 117,576 ) $ ( 122,184 ) $ 177,912

6 unchanged sentences

Repayments of long term debt ( 3,750 ) ( 2,500 ) ( 4,496 )

Drawdown of revolver 10,000 40,000 —

Draw-down of revolver — 10,000 40,000

Repayment of revolver — ( 25,000 ) ( 25,000 )

11 unchanged sentences

Contributions from non-controlling interests in consolidated funds 21,090 142,924 18,991

Net cash provided by (used in) financing activities $ 4,399 $ ( 364,146 ) $ ( 113,216 )

Increase (decrease) in cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities 3,067 40,355 ( 14,180 )

Net cash (used in) provided by financing activities $ ( 19,157 ) $ 4,399 $ ( 364,146 )

Effect of exchange rate changes on cash and cash equivalents ( 102 ) — —

Increase in cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities 163,985 3,067 40,355

Cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities at beginning of the year 119,619 116,552 76,197

15 unchanged sentences

As of March 31, 2025 and 2024, HLI held approximately 76.6 % and 73.6 %, respectively, of the economic interest in HLA.

As future exchanges of HLA units occur pursuant to the exchange agreement in place with HLA’s members, the economic interest in HLA held by HLI will increase.

As future exchanges of HLA units occur pursuant to the exchange agreement, the economic interest in HLA held by HLI will increase.

HLA is a registered investment advisor with the United States Securities and Exchange Commission (“SEC”), providing asset management and advisory services, primarily to institutional investors, to design, build and manage private markets portfolios.

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The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying financial statements include the accounts of the Company, its wholly owned subsidiaries, and entities in which the Company is deemed to be the primary beneficiary under the variable interest model.

Certain of the consolidated variable interest entities are investment companies that follow specialized accounting guidance and reflect their investments at estimated fair value.

The accompanying financial statements include the accounts of the Company, its wholly owned subsidiaries, and entities that the Company controls.

Certain of the Company’s consolidated funds are investment companies that follow specialized accounting guidance and reflect their investments at estimated fair value.

All intercompany transactions and balances have been eliminated in consolidation.

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Consolidation

The Company performs an analysis to determine whether it is required to consolidate entities, by determining if the Company has a variable interest in each entity and whether that entity is a variable interest entity (“VIE”).

The Company performs the variable interest analysis for all entities in which it has a potential variable interest, which primarily consist of all entities where the Company serves as the sponsor, general partner or managing member, and general partner entities not wholly owned by the Company.

If the Company has a variable interest in the entity and the entity is a VIE, it will also analyze whether the Company is the primary beneficiary of this entity and whether consolidation is required.

The Company consolidates all entities that it controls either as the primary beneficiary of a variable interest entity (“VIE”) or through a majority voting interest.

The Company performs a variable interest analysis primarily for entities where the Company serves as the sponsor, general partner or managing member, and general partner entities not wholly owned by the Company.

If the entity is determined to be a VIE and the Company has a variable interest in it, the Company will then determine if it is the primary beneficiary of this entity and whether consolidation is required.

For entities determined not to be a VIE, the Company evaluates its control via the voting interest model.

In evaluating whether it has a variable interest in the entity, the Company reviews the equity ownership and whether the Company absorbs risk created and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate with the level of effort required to provide services.

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Evaluation of these criteria requires judgment.

For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary.

For entities determined to be a VIE in which the Company has a variable interest, an evaluation is required to determine whether the Company is the primary beneficiary.

The Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”).

1 unchanged sentence

The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

VIEs for which the Company is the primary beneficiary have been included in the Company’s consolidated financial statements.

VIEs which the Company controls as the primary beneficiary have been included in the Company’s consolidated financial statements.

The portion of the consolidated subsidiaries owned by third parties and any related activity is eliminated through non-controlling interests in the Consolidated Balance Sheets and income (loss) attributable to non-controlling interests in the Consolidated Statements of Income.

For entities that are not determined to be VIEs, the Company analyzes whether it has control through a majority voting interest to determine if consolidation is required.

At each reporting date, the Company determines whether any reconsideration events have occurred that require it to revisit the primary beneficiary analysis and will consolidate or deconsolidate accordingly.

At each reporting date, the Company determines whether any reconsideration events have occurred that require it to revisit the VIE analysis and will consolidate or deconsolidate accordingly.

See Note 6 for additional disclosure on VIEs.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

See Note 6 for additional disclosure on VIEs.

Accounting for Differing Fiscal Periods

1 unchanged sentence

The Partnerships primarily invest in private equity funds, which generally require at least 90 days following the calendar year end to present audited financial statements.

The Company records its share of capital contributions to and distributions from the Partnerships in investments in the Consolidated Balance Sheets during the three month lag period.

The results of the consolidated VIEs are reported on a three-month lag, due to the timing of the receipt of related financial statements.

The Company records its share of capital contributions to and distributions from the Partnerships in investments in the Consolidated Balance Sheets during the three month lag period.

The Company’s management and advisory fee revenue and incentive fee revenue is not accounted for on a lag.

To the extent that management is aware of material events that affect the Partnerships or the consolidated VIEs during the intervening period, the impact of the events would be disclosed in the Notes to Consolidated Financial Statements.

The Company’s revenue earned from Partnerships, including both management and advisory fee revenue and incentive fee revenue, is not accounted for on a lag.

Foreign Currency

The Company and all of its foreign subsidiaries utilize the U.S.

The Company and substantially all of its foreign subsidiaries utilize the U.S.

dollar as their functional currency.

Foreign currency transaction gains (losses) are included in general, administrative and other expenses in the Consolidated Statements of Income.

The assets and liabilities of the Company’s foreign subsidiaries with non-U.S.

dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period.

The results of foreign operations are translated using the exchange rate on the respective transaction dates.

Translation adjustments are included in other comprehensive income (loss) within the consolidated financial statements until realized.

Foreign currency transaction gains and losses are included in general, administrative and other expenses in the Consolidated Statements of Income .

Cash, Cash Equivalents and Restricted Cash

1 unchanged sentence

Interest earned on cash and cash equivalents is recorded as interest income in the Consolidated Statements of Income.

Restricted cash at March 31, 2024 and 2023 was primarily cash held by the Company’s foreign subsidiaries to meet applicable government regulatory capital requirements.

Restricted cash at March 31, 2025 and 2024 was primarily cash held by the Company’s foreign subsidiaries to meet applicable government regulatory capital requirements and cash related to self-funded medical insurance for U.S.

Fees Receivable

2 unchanged sentences

accordingly, no allowance for credit losses has been established as of March 31, 2025 or 2024.

Due from Related Parties

Due from related parties in the Consolidated Balance Sheets consists primarily of advances made on behalf of the Partnerships for the payment of certain operating costs, expenses for which the Company is subsequently reimbursed and amounts due from current employees.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

Due from Related Parties

Furniture, Fixtures and Equipment

22 unchanged sentences

The Company does not hold any indefinite-lived intangible assets.

Intangible assets are reviewed for impairment quarterly, or when events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company has no t recognized any impairment charges in any of the periods presented.

The carrying value of the intangible assets was $ 4,584 and $ 6,285 , and is included in other assets in the Consolidated Balance Sheets as of March 31, 2024 and 2023, respectively.

The accumulated amortization of intangibles was $ 8,367 and $ 6,666 as of March 31, 2024 and 2023, respectively.

Amortization of intangible assets was $ 1,701 , $ 2,277 , and $ 2,503 for each of the years in the three-year period ended March 31, 2024, respectively, and is included in general, administrative and other expenses in the Consolidated Statements of

Intangible assets are reviewed for impairment quarterly, or when events or changes in

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

circumstances indicate that the carrying amount may not be recoverable.

The Company has no t recognized any impairment charges in any of the periods presented.

The carrying value of the intangible assets was $ 2,884 and $ 4,584 , and is included in other assets in the Consolidated Balance Sheets as of March 31, 2025 and 2024, respectively.

The accumulated amortization of intangibles was $ 9,286 and $ 8,367 as of March 31, 2025 and 2024, respectively.

Amortization of intangible assets was $ 1,701 , $ 1,701 , and $ 2,277 for each of the years in the three-year period ended March 31, 2025, respectively, and is included in general, administrative and other expenses in the Consolidated Statements of Income.

The estimated amortization expense for each of the next five fiscal years is $ 1,465 , $ 1,154 , $ 264 , $ 0 , and $ 0 , respectively.

Goodwill of $ 9,566 and $ 9,566 as of March 31, 2024 and 2023, respectively, is included in other assets in the Consolidated Balance Sheets and was recorded in conjunction with previous acquisitions.

Goodwill of $ 9,566 is included in other assets in the Consolidated Balance Sheets as of March 31, 2025 and 2024, and was recorded in conjunction with previous acquisitions.

Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred.

The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than the respective carrying value.

The impairment testing for goodwill is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than the respective carrying value.

The reporting unit is the reporting level for testing the impairment of goodwill.

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Convertible notes receivable

Convertible notes receivable of $ 10,215 and $ 2,028 as of March 31, 2024 and 2023 are included in other assets in the Consolidated Balance Sheets.

Convertible notes receivable of $ 9,657 and $ 10,215 as of March 31, 2025 and 2024, respectively, are included in other assets in the Consolidated Balance Sheets.

Each note is recognized at amortized cost with interest accrued quarterly.

5 unchanged sentences

For investments accounted for under the equity method of accounting, the Company’s share of income (losses) is included in equity in income of investees in the Consolidated Statements of Income.

The Company’s equity in income of investees is generally comprised of realized and unrealized gains from the underlying funds, portfolio companies held by the Partnerships and certain technology investments.

The carrying amounts of equity method investments are reflected in investments in the Consolidated Balance Sheets.

Measurement alternative investments

The Company’s investments valued under the measurement alternative include investments for which the Company does not exert significant influence and fair value is not readily determinable.

These investments

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

are recorded at cost, less impairment, if any, and subsequently adjusted for observable price changes of identical or similar investments of the same issuer.

The Company performs qualitative impairment assessments at each quarter end on its investments recorded under the measurement alternative.

Fair value investments

The Company’s fair value investments represent a publicly traded security previously held by the Company, investments held by the consolidated funds and investments in private equity funds and direct credit and equity investments that are held as collateral on the Company’s secured financing.

The private equity fund investments can only be redeemed through distributions received from the liquidation of underlying investments of the fund, and the timing of distributions is currently indeterminable.

The direct credit investments were debt securities classified as trading securities.

Unrealized gains and losses from investments held by the consolidated funds are recorded in unrealized gains in the Consolidated Statements of Income.

Unrealized gains and losses from the publicly traded security and the investments held as collateral are recorded in non-operating gain (loss) in the Consolidated Statements of Income.

The Company previously transferred investments to a Partnership of which the Company is the general partner.

Due to continuing involvement with these assets at the Partnership, the Company accounted for this transfer as a secured financing as it has not met the criteria in Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing”, to qualify as a sale and, therefore, has recorded a financial liability for the secured financing which is included in other liabilities in the Consolidated Balance Sheets.

The Company elected to account for this secured financing at fair value under the fair value option to mitigate volatility in earnings from using different measurement attributes.

The significant input to the fair value of the secured financing is the fair value of the fair value investments delivered as collateral which are estimated using Level 3 inputs with the significant inputs as disclosed in Note 5.

Fair Value of Financial Instruments

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Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company uses these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments;

2 unchanged sentences

and for other applications, as discussed in their respective notes.

Categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

For a portion of our investments, net asset value (“NAV”) per share (or its equivalent) provides the lowest level of input.

These investments are considered investment companies,

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

or are the equivalent of investment companies, as they carry all investments at fair value, with unrealized gains and losses resulting from changes in fair value reflected in earnings.

Investments valued using NAV are excluded from the fair value hierarchy.

See Note 5 for further information.

The carrying amount of cash and cash equivalents, fees receivable, and accounts payable approximate fair value due to the immediate or short-term maturity of these financial instruments.

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The amendments in this ASU incorporate 14 of the 27 disclosure requirements published in SEC Release No.

33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification (“ASC”).

33-10532 - Disclosure Update and Simplification into various topics within the ASC.

The amendments represent clarifications to, or technical corrections of, current requirements.

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In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.

This ASU enhances segment disclosures primarily around significant segment expenses for both interim and annual periods.

The amendments in this ASU are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years after December 15, 2024.

Early adoption is permitted.

The Company is currently assessing the impact of the new requirements.

This ASU enhances segment disclosures primarily around significant segment expenses for both interim and annual periods and expanded single segment disclosure requirements.

The amendments in this ASU are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 on April 1, 2024.

The adoption did not have a material impact on the Company’s disclosures in the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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In April 2024, the SEC issued an order to stay the rules pending the completion of judicial review of multiple petitions challenging the rules.

In March 2025, the SEC announced that it had voted to end its defense of the final rules to require disclosures about certain climate related information.

The rules, if implemented, would require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

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The Company is currently assessing the impact of the new requirements should the rules be implemented.

The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15%.

While the U.S.

has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation.

The Company is currently evaluating the rules and assessing the impact of the new requirements.

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) introduced a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion model rules.

Several OECD member countries have enacted tax legislation based on certain elements of these rules that became effective on January 1, 2024.

Other jurisdictions have announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential change, and phase-in periods.

As of March 31, 2025, the

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

Redeemable Non-Controlling Interest

Redeemable non-controlling interests represented the Class A shares issued by Hamilton Lane Alliance Holdings I, Inc (“HLAH”), that were redeemable for cash by the public stockholders in the event of HLAH’s failure to complete a business combination or tender offer.

The redeemable non-controlling interests were initially recorded at their original issue price, net of issuance costs and the initial fair value of separately traded warrants.

The carrying amount was accreted to its full redemption value at March 31, 2022.

Company is not subject to the Pillar Two model rules and will continue to monitor legislative developments and the potential impact on future periods.

In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220):

Reporting Comprehensive Income - Income-Expense Disaggregation Disclosures,” which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements.

The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is effective on either a prospective basis or retrospective basis.

The Company is currently assessing the impact of the new requirements.

Management and advisory fees

15 unchanged sentences

For asset management and arrangement of administrative services, the Company satisfies these performance obligations over time as the services are rendered and the customer simultaneously receives and consumes the benefits of the services as they are performed.

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer.

Management fees from these performance obligations for contracts where the Company has discretion over investment decisions are generally calculated by applying a percentage to unaffiliated

The transaction price is the amount of

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

committed capital, net invested capital under management or net asset value and are usually billed quarterly.

consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer.

Management fees from these performance obligations for contracts where the Company has discretion over investment decisions are generally calculated by applying a percentage to unaffiliated committed capital, net invested capital under management or NAV and are usually billed quarterly.

For many partnerships, fees are based on committed capital during the investment period or net invested capital through the remainder of the partnership term.

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Incentive fees

Contracts with certain customized separate accounts and specialized funds provide incentive fees, which generally range from 5 % to 12.5 % of profits, when investment returns exceed minimum return levels or other performance targets on either an annual or inception to date basis.

Investment returns are highly susceptible to market factors and judgments and actions of third parties that are outside of the Company’s control.

Accordingly, incentive fees are considered variable consideration in asset management services and are therefore constrained and not recognized until it is probable that a significant reversal will not occur.

The primary contingency regarding incentive fees is the “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents.

Accordingly, incentive fees are considered variable consideration in asset management services.

Some incentive fees are constrained by a contingency relating to “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents.

Any incentive fees considered to be constrained are not recognized until it is probable that a significant reversal will not occur.

Incentive fees are typically only required to be returned on a net of tax basis due to a clawback.

As such, the tax-related portion of incentive fees is typically not subject to clawback and is, therefore, recognized as revenue immediately upon receipt.

The Company estimates the amount and probability of additional future capital contributions to specialized funds and customized separate accounts, which could impact the probability of a significant reversal occurring.

The additional future capital contributions relate to unfunded commitments or follow-on investment opportunities in underlying portfolio investments.

Incentive fees received before the revenue recognition criteria have been met are deferred and recorded within deferred incentive fee revenue in the Consolidated Balance Sheets.

Compensation and Benefits

Compensation and Benefits consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted stock and performance awards and (c) incentive fee compensation, which consists of carried interest and performance fee allocations as detailed below.

The additional future capital contributions relate to unfunded commitments or follow-on investment opportunities

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

in underlying portfolio investments.

Incentive fees received before the revenue recognition criteria have been met are deferred and recorded within deferred incentive fee revenue in the Consolidated Balance Sheets.

Compensation and Benefits

Equity-based awards issued are measured at fair value at the date of grant.

19 unchanged sentences

Any taxable income or loss generated by HLA is passed through to and included in the taxable income or loss of its members, including HLI.

As a result, the Company does not record income taxes on pre-tax income or loss attributable to the non-controlling interests in the general partnerships and HLA, except for certain U.S.

As a result, the Company does not record income taxes on pre-tax income or loss attributable to the NCI

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

in the general partnerships and HLA, except for certain U.S.

state and local taxes and foreign taxes discussed above.

4 unchanged sentences

The Company evaluates tax positions taken or expected to be taken in the course of preparing an entity’s tax returns to determine whether it is “more-likely-than-not” that each tax position will be sustained by the applicable tax authority.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Tax Receivable Agreement

3 unchanged sentences

federal, state, and local income tax that HLI actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments under the tax receivable agreement.

The Company operates its business in a single segment, which is how the chief operating decision makers (who are the co-chief executive officers) review financial performance and allocate resources.

Accordingly, the Company considers itself to be in a single operating and reportable segment structure.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers (“CODM”) in deciding how to allocate resources and assess performance.

The Company’s CODM are its co-chief executive officers.

The Company is managed as one reportable segment that provides private market investment solutions.

These solutions derive revenues from customers and are offered in formats covering some or all phases of private markets investment programs.

Financial information, annual operational plans and forecasts are reviewed by the CODM at the consolidated entity level.

Consolidated net income is the primary measure of performance used by the CODM to establish objectives and allocate resources, with compensation and benefits being reviewed in more detail as a significant expense.

Segment profit and loss is presented in the Consolidated Statements of Income, with additional detail provided in Note 11 Compensation and Benefits relating to the significant expenses reviewed by the CODM.

The measure of segment assets is not regularly presented to the CODM.

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and fees receivable.

The majority of the Company’s cash, cash equivalents, and restricted cash are held with one major financial institution and expose the Company to a certain degree of credit risk.

The majority of the Company’s cash, cash equivalents, and restricted cash is held with one major financial institution and exposes the Company to a certain degree of credit risk.

Substantially all cash amounts on deposit with major financial institutions exceed Federal Deposit Insurance Corporation insured limits.

The concentration of credit risk with respect to fees receivable is generally limited due to the short payment terms extended to clients by the Company.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company derives revenues from clients located in the United States and other foreign countries.

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(2) Revenues are attributed to countries based on location of the client or investor.

The Company recognized approximately 10 % of its total revenues for the fiscal year ended March 31, 2024 from its latest secondary fund.

The Company recognized approximately 14 % of its total revenues for the fiscal year ended March 31, 2025 from one of its evergreen funds and 10 % of its total revenues for the fiscal year ended March 31, 2024 from its latest secondary fund.

Dividends and Distributions

Dividends and distributions are reflected in the consolidated financial statements when declared.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Reclassifications

The Company reclassified certain prior period amounts to conform to current year presentation in the Notes to the Consolidated Financial Statements.

In Note 4, the Company reclassified $ 61,637 from primary funds to evergreen funds within the types of equity method investments in partnership table.

There was no impact to prior period amounts reported in our Consolidated Balance Sheets.

The following presents revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount:

The following tables present revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount:

Year Ended March 31,

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Total incentive fees $ 199,099 $ 101,906 $ 156,879

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Investments consist of the following:

2 unchanged sentences

Fair value investments 12,190 17,984

Investments valued under the measurement alternative 175,522 168,732

Measurement alternative investments 198,142 175,522

Total Investments $ 664,354 $ 603,697

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Investments of consolidated VIEs consist of the following:

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The Company’s other equity method investments represent its ownership in a technology company to develop an AI-powered investment assistant for private markets.

During the year ended March 31, 2023, the Company sold its ownership interests in its joint venture, Private Markets Connect, for $ 10,000 and recognized a gain of $ 9,783 , which is recorded in non-operating (loss) gain in the Consolidated Statements of Income.

Immediately preceding the sale, the Company received a distribution from the joint venture of $ 1,406 , which was treated as a return of capital.

The Company’s equity method investments in Partnerships consist of the following types:

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The Company evaluates each of its equity method investments to determine if any were significant pursuant to the requirements of Regulation S-X.

As of and for the years ended March 31, 2024 and 2023, no individual equity method investment held by the Company met the significance criteria, and, as a result, the Company is not required to present separate financial statements for any of its equity method investments.

As of and for each of the years ended March 31, 2025 and 2024, no individual equity method investment held by the Company met the significance criteria, and, as a result, the Company is not required to present separate financial statements for any of its equity method investments.

Hamilton Lane Incorporated

19 unchanged sentences

Fair value investments

The Company’s fair value investments represent a publicly traded security and investments in private equity funds and direct credit and direct equity investments that are held as collateral for the Company’s secured financing.

The amortized cost of the assets held as collateral was $ 5,952 and $ 7,429 as of March 31, 2024 and 2023, respectively.

The direct credit investments are debt securities classified as trading securities.

The direct equity investments and private equity funds are measured at fair value with unrealized gains and losses recorded in non-operating (loss) gain in the Consolidated Statements of Income.

In May 2019, the Company transferred investments held as collateral to a Partnership of which the Company is the general partner.

Due to continuing involvement with these assets at the Partnership, the Company accounted for this transfer as a secured financing as it has not met the criteria in ASC 860, “Transfers and Servicing”, to qualify as a sale and, therefore, has recorded a financial liability for the secured financing which is included in other liabilities in the Consolidated Balance Sheets.

The Company accounts for its secured financing at fair value under the fair value option.

The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes.

The significant input to the fair value of the secured financing is the fair value of the fair value investments delivered as collateral which are estimated using Level 3 inputs.

The Company recognized a loss of $ 429 and gains of $ 130 and $ 1,434 on fair value investments held as collateral during the years ended March 31, 2025, 2024, and 2023, respectively, and recognized a gain of $ 429 and losses of $ 130 and $ 1,434 on the secured financing liability during the years ended March 31, 2025, 2024 and 2023, respectively.

Gains and losses related to fair value assets held as collateral and the secured financing liability are recorded in non-operating gain (loss) in the Consolidated Statements of Income.

The cost of the assets held as collateral on the Company’s secured financing was $ 5,079 and $ 5,952 as of March 31, 2025 and 2024, respectively.

The Company recognized gains of $ 20 and $ 494 and a loss of $ 89 on Level 3 fair value investments held by consolidated VIEs for the years ended March 31, 2025, 2024 and 2023, respectively.

Gains and losses related fair value assets held by consolidated VIEs are recorded in unrealized gain in the Consolidated Statements of Income.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

The Company recognized a gain of $ 130 , $ 1,434 , and $ 1,130 on the fair value assets held as collateral during the years ended March 31, 2024, 2023, and 2022, respectively, and recognized a loss of $ 130 , $ 1,434 , and $ 1,130 on the secured financing liability during the years ended March 31, 2024, 2023 and 2022, respectively.

Gains and losses related to fair value assets held as collateral and the secured financing liability are recorded in non-operating (loss) gain in the Consolidated Statements of Income.

Investments valued under the measurement alternative

The Company’s investments valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence and fair value is not readily determinable.

ASC 321 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period.

However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer.

The Company’s equity investments that the company has elected to account for under the measurement alternative are presented below:

Measurement Alternative Investments

The following table summarizes the activity related to the Company’s measurement alternative investments:

Year Ended March 31,

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(1) Net change in unrealized gain (loss) consists of fair value adjustments for observable price changes of identical or similar investments or impairments.

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses related to the Company’s investments under the measurement alternative:

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses related to the Company’s measurement alternative investments:

As of March 31,

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Cumulative gross unrealized losses $ ( 43,289 ) $ ( 43,289 ) $ ( 43,289 )

The Company performs qualitative impairment assessments at each quarter end on its investments recorded under the measurement alternative.

As a result of this assessment as of December 31, 2022, the Company determined that a quantitative assessment was required to be performed for one of its investments given a significant decrease in earnings performance and overall economic and market conditions.

During the Company’s quarterly impairment assessments for the period ended December 31, 2022, it was determined that a quantitative assessment was required to be performed for one of its investments given a significant decrease in earnings performance and overall economic and market conditions.

The assessment indicated that the fair value was less than the carrying value at December 31, 2022.

1 unchanged sentence

The impairment amount was $ 43,289 and is included in non-operating (loss) gain in the Consolidated Statements of Income for the year ended March 31, 2023.

The fair value was estimated using Level 3 inputs with the significant input as shown in Note 5.

The fair value was estimated using Level 3 inputs under the market approach with the significant input being the revenue multiple.

Hamilton Lane Incorporated

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$ 4,913 $ — $ 13,071 $ — $ 17,984

Consolidated VIEs

Fair value investments

— — 21,163 23,589 44,752

Total financial assets $ 4,913 $ — $ 13,071 $ — $ 17,984

4 unchanged sentences

(1) Secured financing is recorded within other liabilities in the Consolidated Balance Sheets.

(2) Investments are recorded at estimated fair value based upon the net asset value of the fund utilizing the practical expedient under ASC 820, “Fair Value Measurement.” The fair value amounts presented in this column are intended to permit reconciliation of the fair value hierarchy to the amounts presented in Note 4.

(2) The fair value amounts presented in this column are intended to permit reconciliation of the fair value hierarchy to the amounts presented in Note 4.

The following tables list information regarding all investments recorded at estimated fair value based upon the NAV:

Fair Value Unfunded Commitment

Direct investment funds $ 13,698 $ 1,232

Secondary funds 59,794 11,126

$ 73,492 $ 12,358

The investments valued under NAV can only be redeemed through distributions received from the liquidation of the underlying investments, and the timing of distributions is currently indeterminable.

Hamilton Lane Incorporated

7 unchanged sentences

Distributions ( 656 ) ( 798 ) — ( 1,454 )

Net gain 639 41 754 1,434

Net (loss) gain ( 656 ) 8 778 130

Balance as of March 31, 2024

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The following is a reconciliation of investments held by our consolidated VIEs for which significant unobservable inputs (Level 3) were used in determining value:

Direct credit investments

Direct credit investments Direct equity investments Total investments

Balance as of March 31, 2023

$ 21,163 $ — $ 21,163

Contributions 24,787 — 24,787

Distributions ( 180 ) — ( 180 )

Net loss ( 89 )

Net gain 494 — 494

Transfer in (1)

23,117 — 23,117

Transfer out (2)

( 69,381 ) — ( 69,381 )

Balance as of March 31, 2024

1 unchanged sentence

Distributions — ( 116 ) ( 116 )

Transfer in (1)

Net gain — 20 20

Transfer out (2)

— ( 379 ) ( 379 )

Balance as of March 31, 2025

(1) Represents amounts previously recorded at estimated fair value based upon the net asset value of the fund utilizing the practical expedient under ASC 820, “Fair Value Measurement.”.

$ — $ 3,916 $ 3,916

(1) Represents amounts previously recorded at estimated fair value based upon the NAV of the fund utilizing the practical expedient under ASC 820, “Fair Value Measurement.”

(2) Represents assets held by a previously consolidated fund that was deconsolidated.

The valuation methodologies, significant unobservable inputs, range of inputs and the weighted average input determined based upon relative fair value of the investments used in recurring Level 3 fair value measurements of assets were as follows:

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

March 31, 2025

1 unchanged sentence

Value Methodology Inputs Range Average

Private equity funds $ 5,519 Adjusted net asset value Selected market return 5.1 % - 19.2 % 7.9 %

Direct equity investments $ 7,552 Market approach EBITDA multiple 7.50 x - 16.00 x 12.14 x

Market approach Equity multiple 1.6 x 1.6 x

Private equity funds $ 4,265 Adjusted NAV Selected market return ( 1.0 )% - 1.4 % ( 0.7 )%

Direct equity investments $ 7,925 Adjusted NAV Selected market return 0.62 % 0.62 %

Investments of consolidated VIE

Direct equity investments $ 3,916 Recent precedent transactions

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

March 31, 2024

1 unchanged sentence

Value Methodology Inputs Range Average

Private equity funds $ 6,664 Adjusted net asset value Selected market return 4.9 % — 10.4 % 9.1 %

Direct credit investments $ 790 Discounted cash flow Market yield 12.4 % — 12.4 % 12.4 %

Private equity funds $ 5,519 Adjusted NAV Selected market return 5.1 % — 19.2 % 7.9 %

Direct equity investments $ 7,552 Market approach EBITDA multiple 7.50 x — 16.00 x 12.14 x

Market approach Equity multiple 1.6 x 1.6 x

Investments of consolidated VIE

Direct credit investments $ 21,163 Recent precedent transactions

For the significant unobservable inputs listed in the table above, (1) a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively;

(2) a significant increase or decrease in the market yield would result in a significantly lower or higher fair value measurement, respectively;

and (2) a significant increase or decrease in the selected multiple would result in a significantly higher or lower fair value measurement, respectively.

Variable Interest Entities

The Company holds variable interests in entities that are considered variable interest entities because limited partners lack the ability to remove the general partner or dissolve the entity without cause by simple majority vote (i.e., do not have substantive “kick out” or “liquidation” rights).

The Company holds variable interests in entities that are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without cause by simple majority vote (i.e., do not have substantive “kick out” or “liquidation” rights).

The Company’s variable interest in such entities is in the form of direct equity interests in, and/or fee arrangements with, the Partnerships in which it also serves as the general partner or managing member.

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Consolidated Variable Interest Entities

The Company consolidates general partner entities of certain Partnerships that are not wholly-owned by the Company.

The assets of the consolidated general partner VIEs represent equity method investments in direct investment funds and customized separate accounts.

The Company consolidates general partner entities of certain Partnerships and funds in which it is currently the primary beneficiary, which are not wholly-owned by the Company.

The assets of the consolidated general partner VIEs represent investments in funds and the assets of the consolidated funds represent cash and investments.

The assets may only be used to settle obligations of the respective consolidated VIEs, if any.

In addition, there is no recourse to the Company for the

In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest.

Once the Company no longer qualifies as the primary beneficiary of a consolidated VIE, it deconsolidates all the assets and liabilities of the NCI in the respective Partnership from the Consolidated Balance Sheets and records any remaining interest in the Partnership using the equity method within investments in the Consolidated Balance Sheets.

The deconsolidations during the years ended March 31, 2025 and 2024 did not impact the Company’s Consolidated Statements of Income.

Non-consolidated Variable Interest Entities

Certain Partnerships that are VIEs are not consolidated because the Company has determined it is not the primary beneficiary based upon the Company’s equity interest percentage in each of the applicable VIEs.

As of March 31, 2025, the total remaining unfunded commitments from the Company’s general partner entities to the non-consolidated VIEs was $ 185,680 .

Investor commitments are the primary source of financing for the non-consolidated VIEs.

The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these non-consolidated VIEs.

The Company believes that its maximum exposure to loss is limited because

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

consolidated VIEs’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest.

The Company previously sponsored and consolidated HLAH through HL Alliance Holdings Sponsor LLC, an indirect wholly-owned subsidiary of the Company.

On January 15, 2021, HLAH completed an IPO raising total gross proceeds of $ 276,000 , which were placed in a trust and could only be utilized for funding a business combination or the redemption of Class A shares of HLAH.

In a private placement concurrent with the IPO, HLAH sold warrants to HL Alliance Holdings Sponsor LLC for gross proceeds of $ 7,520 , which were used by HLAH to pay the offering costs and also to provide working capital.

On December 15, 2022, HLAH was liquidated, as it was determined that HLAH would be unable to consummate an initial business combination within the time period required by its governing documents.

In connection with the liquidation, HLAH redeemed all of the outstanding shares of Class A common stock, cancelled all of the outstanding public and private warrants and settled all other outstanding liabilities.

The Company previously consolidated a Partnership in which it is was the primary beneficiary.

On October 1, 2023, the Company no longer qualified as the primary beneficiary because of additional investors joining the fund, and deconsolidated all the assets and liabilities of the non-controlling interest in the Partnership from its consolidated financial statements.

The impact of the deconsolidation on the Company’s Consolidated Statements of Income for the year ended March 31, 2024 was not material.

Subsequent to the deconsolidation of the Partnership, the Company records its interest in the Partnership using the equity method, within investments in the Consolidated Balance Sheets.

Nonconsolidated Variable Interest Entities

As of March 31, 2024, the total remaining unfunded commitments from the Company’s general partner entities to the nonconsolidated VIEs was $ 156,579 .

Investor commitments are the primary source of financing for the nonconsolidated VIEs.

The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these unconsolidated entities.

The Company believes that its maximum exposure to loss is limited because it establishes separate limited liability or limited partnership entities to serve as the general partner or managing member of the Partnerships.

it establishes separate limited liability or limited partnership entities to serve as the general partner or managing member of the Partnerships.

The carrying value of assets and liabilities recognized in the Consolidated Balance Sheets related to the Company’s interests in these non-consolidated VIEs and the Company’s maximum exposure to loss relating to non-consolidated VIEs were as follows:

5 unchanged sentences

Maximum exposure to loss $ 307,177 $ 294,218

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Furniture, Fixtures, and Equipment

8 unchanged sentences

Depreciation expense was $ 7,583 , $ 6,485 and $ 5,165 for the years ended March 31, 2025, 2024 and 2023, respectively, and is included in general, administrative and other expenses in the Consolidated Statements of Income.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company’s debt consisted of the following:

3 unchanged sentences

2020 Multi-Draw Facility 100,000 99,691 3.50 % 100,000 99,628 3.50 %

Revolver — — 15,000 15,000 6.50 %

Senior Notes 100,000 97,876 5.28 % — —

Total Debt $ 293,125 $ 290,303 $ 196,875 $ 196,159

In October 2022, the Company modified its existing credit agreements.

The modifications took the form of a new 2022 Multi-Draw Term Loan and Security Agreement (the “2022 Multi-Draw Term Loan Agreement”), as well as amendments to the existing Revolving Loan and Security Agreement (the “Revolving Loan Agreement”), Term Loan and Security Agreement (the “Term Loan Agreement”) and 2020 Multi-Draw Term Loan and Security Agreement (the “2020 Multi-Draw Term Loan Agreement”, and together with the 2022 Multi-Draw Term Loan Agreement, the Revolving Loan Agreement and the Term Loan Agreement, the “Loan Agreements”).

The modifications extended the maturity dates of the Loan Agreements, increased the principal outstanding under the Term Loan Agreement to $ 100,000 and added borrowing capacity across the Loan Agreements, subject to an overall cap of $ 325,000 of loan principal outstanding.

The obligations under the Loan Agreements are secured by substantially all of HLA’s personal property assets, subject to certain excluded assets.

The Loan Agreements contain financial and operational covenants, events of default and remedies that the Company believes to be customary.

The Term Loan Agreement has a maturity date of January 1, 2030.

The Revolving Loan Agreement has a $ 50,000 borrowing capacity, a maturity date of March 24, 2025, and the interest rate is a floating per annum rate equal to the prime rate minus 1.50 % subject to a floor of 2.25 %.

The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $ 100,000 that the Company has fully

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Borrowings accrue interest at a fixed per annum rate of 3.50 % and mature on July 1, 2030.

On October 7, 2024, the Company amended its existing Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”), 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan Agreement”), and 2022 Multi-Draw Term Loan and Security Agreement (as amended, the “2022 Multi-Draw Term Loan Agreement”), (collectively, the “Loan Agreements”).

The amendments included naming JP Morgan Chase Bank, N.A.

as the successor-in-interest to First Republic Bank, updating the maturity dates for the Loan Agreements and allowing for the incurrence of additional indebtedness.

The Term Loan Agreement has a maturity date of July 1, 2029.

The Revolving Loan Agreement has a $ 50,000 borrowing capacity, a maturity date of October 6, 2027, and the interest rate is a floating per annum rate equal to the prime rate minus 1.50 % subject to a floor of 2.25 %.

The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $ 100,000 that the Company has fully drawn down.

Borrowings accrue interest at a fixed per annum rate of 3.50 % and mature on April 1, 2030.

The 2022 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $ 75,000 .

3 unchanged sentences

They also require HLA to maintain, among other requirements, (i) a specified amount of management fees, (ii) a specified amount of adjusted EBITDA, as defined therein, and (iii) a specified minimum tangible net worth, during the term of each of the Loan Agreements.

On October 8, 2024, HLA issued $ 100,000 aggregate principal amount of its 5.28 % senior notes due October 15, 2029 (the “Senior Notes”), pursuant to a note purchase agreement (the “Note Purchase Agreement”), among HLA and the institutional purchasers party thereto in a private placement transaction.

Interest on the Senior Notes is payable semi-annually in arrears, commencing on April 15, 2025.

Interest on the Senior Notes accrues from and including October 8, 2024.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The aggregate minimum principal payments on the Company’s outstanding debt are due as follows:

For the fiscal year ending March 31,

2026 $ 12,500

Thereafter 12,500

Total $ 293,125

The carrying value of the Company’s outstanding debt as of March 31, 2024 and March 31, 2023 approximated fair value except for amounts owed pursuant to the 2020 Multi-Draw Term Loan Agreement, which had an estimated fair value of $ 87,611 and $ 88,136 as of March 31, 2024 and 2023, respectively.

The carrying value of the Company’s Term Loan Agreement as of each of March 31, 2025 and 2024 approximated fair value.

The 2020 multi-draw facility had an estimated fair value of $ 99,305 and $ 87,611 as of March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company’s outstanding Notes had an estimated fair value of $ 99,222 .

The estimated fair value of debt is based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.

6 unchanged sentences

Holders of Class B units of HLA hold shares of Class B common stock at a one -to-one ratio.

Class B units (together with the corresponding

Class B units (together with the corresponding shares of Class B common stock) may be exchanged for shares of Class A common stock on a one -to-one basis, or, at the Company’s election, for cash in an amount equal to the net proceeds from the sale of shares of Class A common stock equal to the number of shares of Class B common stock being exchanged, subject to certain restrictions.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

shares of Class B common stock) may be exchanged for shares of Class A common stock on a one -to-one basis, or, at the Company’s election, for cash in an amount equal to the net proceeds from the sale of shares of Class A common stock equal to the number of shares of Class B common stock being exchanged, subject to certain restrictions.

Shares of Common Stock Outstanding

24 unchanged sentences

43,497,538 12,178,412

Income and equity allocations to non-controlling interests are based upon the relative ownership percentage of the consolidated VIE held by non-controlling owners.

The reallocation adjustment between HLI stockholders’ equity and non-controlling interests in HLA relates to the impact of changes in economic ownership percentages during the period and adjusting previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period.

Income and equity allocations to NCI interests are based upon the relative ownership percentage of the consolidated VIE held by non-controlling owners.

The reallocation adjustment between HLI stockholders’ equity and NCI in HLA relates to the impact of changes in economic ownership percentages during the period and adjusting previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period.

HLA Operating Agreement

2 unchanged sentences

In addition to these tax distributions, HLA made distributions in excess of required tax distributions to members in an aggregate amount of $ 46,383 , $ 43,053 , and $ 39,733 for the years ended March 31, 2025, 2024, and 2023, respectively.

February 2025 Offering

In February 2025, the Company and a selling stockholder completed a registered offering of an aggregate of 1,572,536 shares of Class A common stock at a price to the underwriter of $ 159.00 per share (the “February 2025 Offering”).

The shares sold consisted of 10,255 shares held by the selling stockholder and 1,562,281 shares newly issued by the Company.

The Company received $ 248,403 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 1,486,223 Class B units and 76,058 Class C units.

In connection with the exchange of the Class B units, the

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock.

The Company did not receive any proceeds from the sale of shares by the selling stockholder.

March 2024 Offering

10 unchanged sentences

The Company did not receive any proceeds from the sale of shares by the selling stockholder.

September 2021 Offering

In September 2021, the Company and certain selling stockholders completed a registered offering of an aggregate of 950,751 shares of Class A common stock at a price to the underwriter of $ 84.15 per share.

The shares sold consisted of 73,351 shares held by the selling stockholders and 877,400 shares newly issued by the Company.

The Company received $ 73,833 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 695,505 Class B units and 181,895 Class C units.

In connection with the exchange of the Class B units, the Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock.

The Company did not receive any proceeds from the sale of shares by the selling stockholders.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Equity Based Compensation

2017 Equity Incentive Plan

The Company has adopted its 2017 Equity Incentive Plan, as amended (the “Plan”), which permits the issuance of up to 5,000,000 shares of Class A common stock, which may be granted as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance stock, restricted stock units or performance stock units.

Awards under the Plan generally vest over four years , with options expiring not more than ten years from the date of grant, three months after termination of employment or one year after the date of death or termination due to disability of the grantee.

The Company has adopted its 2017 Equity Incentive Plan, as amended and restated (the “Plan”), which permits the issuance of up to 10,000,000 shares of Class A common stock, which may be granted as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance stock, restricted stock units or performance stock units.

Awards under the Plan generally vest over four to five years , with options expiring not more than ten years from the date of grant, three months after termination of employment or one year after the date of death or termination due to disability of the grantee.

As of March 31, 2025, there were 6,048,176 shares of Class A common stock available to grant under the Plan.

Pursuant to the terms of the Plan, awards may not be granted after February 28, 2027.

Restricted Stock

Pursuant to the terms of the Plan, awards may not be granted after September 5, 2034.

Employee Share Purchase Plan

The Company has adopted its Employee Share Purchase Plan, as amended (“ESPP”), which permits eligible employees to elect to purchase the Company’s Class A common stock via paycheck deductions.

The purchase price is 85 % of the closing price of the Company’s Class A common stock on the last trading day of each offering period, which begins the first day of each fiscal quarter and ends on the last day of that fiscal quarter.

The Company’s initial offering period started January 1, 2019.

At inception, there were 1,000,000 shares available for purchase through the ESPP and 834,695 shares were available as of March 31, 2025.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Restricted Stock Awards

Holders of restricted stock have all of the rights of a stockholder with respect to such shares, including the right to vote the shares but not the right to receive dividends or other distributions.

3 unchanged sentences

Compensation expense related to the awards is recognized ratably each month over the vesting period.

The change in unvested restricted stock for the year ended March 31, 2024 is as follows:

A summary of restricted stock activity for the year ended March 31, 2025 is presented below:

Unvested Weighted-

10 unchanged sentences

Performance Awards

In September 2022, the Company granted performance stock awards to certain employees that are subject to both a market-based vesting and a service-based vesting condition (“Performance Awards”).

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

the price target is met (with a minimum of five years of service required after the grant date for vesting).

The Company has granted performance stock awards to certain employees that are subject to both a market-based vesting and a service-based vesting condition (“Performance Awards”).

The Performance Awards will vest based upon (i) the market price of HLI Class A common stock achieving certain price thresholds from $ 150 per share to $ 230 per share and (ii) continued employment through the date the price target is met (with a minimum of five years of service required after the grant date for vesting).

If the price target is met prior to the fifth anniversary of the grant date, the vesting date will be the fifth anniversary of the grant date.

Holders of the Performance Awards do not participate in dividends until such awards have met both their market-based and service-based vesting requirements.

Due to the existence of the service requirement, the vesting period for these awards will vary with each respective tranche as the employees must be employed with the Company on the date the market requirement is met with a minimum of five years of service required after the grant date for vesting.

As such, compensation expense will be recognized ratably for each vesting tranche from the grant date to the end for the employee’s service period.

Due to the existence of the service requirement, the vesting period for these awards will vary with each respective tranche as the employees must be employed with the Company at the point in which the market requirement is met with a minimum of five years of service required after the grant date for vesting.

As such, compensation expense will be recognized ratably for each vesting tranche from the grant date to the end of the employee’s minimum service period.

The fair value of the awards granted are based on a Monte-Carlo simulation valuation model.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

A summary of Performance Award activity for the year ended March 31, 2025 is presented below:

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Dividend Yield 1.3 %

As of March 31, 2024, total estimated unrecognized expense related to the unvested Performance Awards was $ 10,077 , and none of the Performance Awards had met their market price based vesting condition.

Employee Share Purchase Plan

On September 6, 2018, the Company’s stockholders approved the Hamilton Lane Incorporated Employee Share Purchase Plan (as amended, the “ESPP”).

The ESPP allows eligible employees to elect to purchase the Company’s Class A common stock via paycheck deductions.

Our initial offering period started January 1, 2019.

At inception, there were 1,000,000 shares available for purchase through the ESPP and

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

857,328 shares were available as of March 31, 2024.

The benefit received by the employees, which is equal to a 15 % discount on the shares of the Company’s Class A common stock purchased, is recognized as equity-based compensation expense on the date of each purchase.

During the years ended March 31, 2024, 2023 and 2022, the Company recorded expense of $ 397 , $ 342 and $ 330 , respectively, related to the ESPP.

(1) The Company estimates expected volatility based on the historic volatility of its own Class A common stock as well as a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own.

As of March 31, 2025, total estimated unrecognized expense related to the unvested Performance Awards was $ 139,958 .

Compensation and Benefits

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The Company makes discretionary and/or matching contributions to the plans, which amounted to $ 3,215 , $ 4,341 , and $ 2,709 for the years ended March 31, 2025, 2024 and 2023, respectively, and is included in compensation and benefits expense in the Consolidated Statements of Income.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company’s income before income taxes consisted of the following:

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Total income before income taxes $ 362,277 $ 281,661 $ 242,610

$ 281,661 $ 242,610 $ 313,676

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Components of income tax expense consist of the following:

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Fixed assets — 63

Net operating loss carryforwards 0 37

Valuation allowance ( 79,432 ) ( 90,541 )

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$ 308,525 $ 261,887

As of March 31, 2024 and 2023, the Company had net operating loss carryforwards of $ 0 and $ 169 .

In connection with the March 2024 Offering and related unit exchanges, the Company recorded a deferred tax asset in the amount of $ 44,656 , which is net of a valuation allowance of $ 6,831 related to the portion of tax benefits that is more likely than not will not be realized.

Additionally, in connection with recording the

As of March 31, 2025 and 2024, the Company did not have net operating loss carryforwards.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

deferred tax asset for the March 2024 Offering and related unit exchanges, the Company recorded a payable to related parties pursuant to the tax receivable agreement of $ 37,526 .

In connection with the February 2025 Offering and related unit exchanges, the Company recorded a deferred tax asset in the amount of $ 58,700 , which is net of a valuation allowance of $ 6,507 , related to the portion of tax benefits that is more likely than not will not be realized.

Additionally, in connection with recording of the deferred tax asset for the February 2025 Offering and related unit exchanges, the Company recorded a payable to related parties pursuant to the tax receivable agreement through equity of $ 49,029 .

The Company believes it is more likely than not that the deferred tax assets (except those identified above) will be realized based on the Company’s forecasted income.

The net change in the valuation allowance was an increase of $ 13,334 .

The net change in the valuation allowance was a decrease of $ 11,109 .

As of March 31, 2025, 2024, and 2023, the Company had no unrecognized tax positions.

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In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities.

As of March 31, 2024, the Company’s income tax returns from 2020 remain open and are subject to examination.

As of March 31, 2025, the Company’s federal income tax returns from 2021 remain open and are subject to examination.

Tax Receivable Agreement

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Earnings per Share

Basic earnings per share of Class A common stock is computed by dividing net income attributable to HLI by the weighted-average number of shares of Class A common stock outstanding.

Diluted earnings per share of Class A common stock is computed by dividing net income attributable to HLI by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating securities.

As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included.

Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock on a one-for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:

The following table presents the basic earnings per share (“EPS”) for a share of Class A common stock:

Year Ended March 31,

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Basic net income per share:

Net income attributable to HLI $ 217,417 $ 140,858 $ 109,120

Impact of changes in carrying amount of redeemable NCI — — 3,808

Net income attributable to Class A common stockholders - basic 217,417 140,858 112,928

Weighted Average Shares 39,922,212 37,858,177 37,059,654

Basic EPS of Class A common stock $ 5.45 $ 3.72 $ 3.05

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating shares.

As a result, a separate presentation of basic and diluted EPS of Class B common stock under the two-class method has not been included.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

on a one -for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.

The adjustments to net income for dilutive shares are based upon the additional income that would be allocated to HLI for the change in its ownership percentage due to the dilutive shares and adjusted for the incremental income tax expense related to the additional allocated income.

Net income (loss) recorded by HLI on a standalone basis will determine if the Class B and Class C units are dilutive or antidilutive in each respective period.

The following table presents the diluted EPS for a share of Class A common stock:

Year Ended March 31,

2025 2024 2023

Net income attributable to HLI $ 140,858 $ 109,120 $ 145,986

Impact of changes in carrying amount of redeemable non-controlling interests — 3,808 951

Net income attributable to Class A common stockholders - basic $ 217,417 $ 140,858 $ 112,928

Weighted-average shares of Class A common stock outstanding - basic 37,858,177 37,059,654 36,511,507

Basic earnings per share $ 3.72 $ 3.05 $ 4.02

Diluted earnings per share:

Net income attributable to Class A common stockholders - basic $ 140,858 $ 112,928 $ 146,937

Adjustment to net income:

Adjustments to net income:

Assumed vesting of employee awards 544 90 2

Assumed conversion of Class B and Class C units — 58,209 48,813

Net income attributable to Class A common stockholders - diluted $ 199,157 $ 161,743 $ 213,724

Net income attributable to Class A common stockholders

$ 217,961 $ 199,157 $ 161,743

Weighted-average shares of Class A common stock outstanding - basic 39,922,212 37,858,177 37,059,654

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Assumed conversion of Class B and Class C units — 15,961,548 16,637,254

Weighted-average shares of Class A common stock outstanding - diluted 53,902,467 53,698,681 53,674,293

Diluted earnings per share $ 3.69 $ 3.01 $ 3.98

The adjustments to net income for dilutive securities are based upon the additional income that would be allocated to HLI for the change in its ownership percentage due to the dilutive securities and adjusted for the incremental income tax expense related to the additional allocated income.

Net income (loss) recorded by HLI on a standalone basis will determine if the Class B and Class C units are dilutive or antidilutive in each respective period.

The calculations of diluted earnings per share excludes the following:

Weighted-average shares of Class A common stock outstanding

40,307,818 53,902,467 53,698,681

Diluted EPS of Class A common stock $ 5.41 $ 3.69 $ 3.01

The following table presents the weighted-average Performance Awards and Class B and Class C units excluded from diluted EPS that would have been antidilutive or for which the market condition has not been achieved as of the period reported:

Year Ended March 31,

2025 2024 2023

Outstanding Class B and C units of HLA 14,016,324 — —

Performance Awards

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The Company earned incentive fees from Partnerships of $ 193,657 , $ 97,860 , and $ 154,578 for the years ended March 31, 2025, 2024 and 2023, respectively.

Fees receivable from the Partnerships were $ 156,776 and $ 91,317 as of March 31, 2025 and 2024, respectively, and are included in fees receivable in the Consolidated Balance Sheets.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

Fees receivable from the Partnerships were $ 91,317 and $ 31,684 as of March 31, 2024 and 2023, respectively, and are included in fees receivable in the Consolidated Balance Sheets.

Supplemental Cash Flow Information

Supplemental Cash Flow

Year Ended March 31,

2025 2024 2023

Non-cash operating activities:

Cash paid during the year for interest $ 10,399 $ 11,049 $ 8,467

Cash paid during the year for income taxes $ 27,036 $ 39,758 $ 50,880

Non-cash operating activities:

Establishment of lease liability in exchange for ROU asset $ 5,087 $ 5,903 $ 2,346

Deconsolidation of net liabilities held by deconsolidated fund $ 6,095 $ — $ —

Deconsolidation of net (assets)/ liabilities held by deconsolidated fund $ ( 3,568 ) $ 6,095 $ —

Other $ 311 $ — $ —

Non-cash investing activities:

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Establishment of receivable for intangible assets sold $ — $ — $ 6,776

Non-cash purchase of other equity method investment $ 2,000 $ — $ —

Purchase of other equity method investment $ — $ 2,000 $ —

Non-cash financing activities:

Establishment of net deferred tax assets related to tax receivable agreement $ 37,526 $ 9,299 $ 16,996

Establishment of payable to related parties pursuant to tax receivable agreement $ 49,029 $ 37,526 $ 9,299

Dividends declared but not paid $ 20,233 $ 17,628 $ 15,049

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Incentive Fees

The Partnerships have allocated carried interest still subject to contingencies that did not meet the Company’s criteria for revenue recognition in the amounts of $ 1,221,488 and $ 1,022,250 , net of amounts attributable to non-controlling interests, at March 31, 2024 and 2023, respectively.

The Partnerships have allocated carried interest still subject to contingencies that did not meet the Company’s criteria for revenue recognition in the amounts of $ 1,260,277 and $ 1,221,488 , net of amounts attributable to NCI, at March 31, 2025 and 2024, respectively.

If the Company ultimately receives the unrecognized carried interest, a total of $ 315,069 and $ 305,372 as of March 31, 2025 and 2024, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans.

Such amounts have not been recorded in the Consolidated Balance Sheets or Consolidated Statements of Income as the payment is not yet probable.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world, which have remaining lease terms of one year to 14 years.

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Short-term lease costs are not material.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The following table shows lease costs and other supplemental information related to the Company’s operating leases:

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The Company’s aggregate unfunded commitment to the Partnerships was $ 312,215 and $ 267,734 as of March 31, 2025 and 2024, respectively.

The Company has an unrealized net gain on its non-fund investments of $ 29,677 as of March 31, 2024, of which up to 15 % may be paid as a discretionary bonus as those gains are realized.

In connection with certain of the Company’s strategic technology investments, a percentage of realized gains will be paid to one of our Co-CEOs for overseeing the initial investments and up to 15 % may be paid as a discretionary bonus to other employees as those gains are realized.

The Company has an unrealized net gain on strategic investments of $ 34,058 as of March 31, 2025.

The Company offers an Employee Investment Program (“EIP”) through which certain employees are able to invest directly into certain Company managed funds as individual limited partners (“LPs”).

The employees also have an option to enter into a loan agreement with the Company or a third-party lender to fund committed capital.

The loan is collateralized by the underlying LPs’ interest in the fund and return of capital distributions are utilized to pay the outstanding loan balance.

The Company entered into a separate agreement with the third-party lender to backstop the employee’s performance under the loan with a commitment to

The loan is collateralized by the underlying LP’s interest in the fund and return of capital distributions are utilized to pay the outstanding loan balance.

The Company entered into a separate agreement with the third-party lender to backstop the employee’s performance under the loan with a commitment to purchase the LP interest from the lender at the greater of fair value or the outstanding balance of the loan in the event of a default by the employee.

As of March 31, 2025, the total amount of outstanding loans at the third-party lender under the EIP was $ 1,280 , and the Company believes the risk of default by an employee to be remote.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

purchase the LP interest from the lender at the greater of fair value or the outstanding balance of the loan in the event of a default by the employee.

As of March 31, 2024, the total amount of outstanding loans at the third-party lender under the EIP was $ 995 , and the Company believes the risk of default by an employee to be remote.

On April 1, 2021, the Company acquired substantially all the assets of 361 Capital, LLC for a total aggregate cash amount of $ 13,096 , of which $ 10,096 was paid on the closing date of the acquisition.

The remaining $ 3,000 was paid in two equal installments on the first and second anniversaries of the closing.

The first anniversary payment of $ 1,500 was paid during the year ended March 31, 2023 and the final anniversary payment was made during the year ended March 31, 2024.

The purchase price based upon the fair value of consideration transferred at the date of acquisition is $ 12,946 .

The Company recorded $ 7,145 of definite lived intangible assets related primarily to the acquired investment management contracts, which will be amortized over seven years , and $ 5,623 of goodwill, which are both recorded in other assets in the Consolidated Balance Sheets.

The remaining assets acquired and liabilities assumed are not material to the consolidated financial statements.

In December 2022, the Company finalized the transfer of the acquired investment management contracts to a third party for an agreed upon percentage of the respective funds’ management fees over two calendar years.

The Company recognized a gain of $ 2,771 on the sale of the investment management contracts that is recorded in non-operating (loss) income in the Consolidated Statements of Income for the year ended March 31, 2023.

Subsequent Event

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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 8. Financial Statements and Supplementary Data