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Item 1A. Risk Factors

2026-05-21 compared with 2025-05-30 · 357 added, 290 removed, 600 unchanged (52% of the section changed)

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

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

• the performance of particular funds also will be affected by risks of the industries and businesses in which they invest;

• in recent years, there has been increased competition for investment opportunities resulting from increased amount of capital invested in the private markets, which may increase the cost and reduce the availability of suitable investments, thereby reducing our investment returns in the future;

• a fund could face a sudden, unexpected or sustained influx of redemption or repurchase requests from investors, which could result in such fund selling off assets to accommodate these requests and/or such fund having to pro rate redemption or repurchase requests (which may further constrain new subscriptions);

• the performance of particular funds will also be affected by risks of the industries and businesses in which they invest;

• we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns than our previous funds.

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The availability of investment opportunities will be subject to market conditions and other factors outside of our control and the control of the private markets fund managers with which we invest.

Past returns of our specialized funds, customized separate accounts and advisory accounts have benefited from investment opportunities and general market conditions that may not continue or reoccur, including favorable borrowing conditions in the debt markets, and there can be no assurance that our specialized funds, customized separate accounts, advisory accounts or the underlying funds in which we invest will be able to avail themselves of comparable opportunities and conditions.

For example, markets in the last few years experienced meaningful headwinds, including elevated interest rates and volatile geopolitical conditions.

Past returns of our specialized funds, customized separate accounts and advisory accounts have benefited from investment opportunities and general market conditions that may not continue or reoccur, including favorable borrowing conditions in the debt markets during such historical periods, and there can be no assurance that our specialized funds, customized separate accounts, advisory accounts or the underlying funds in which we invest will be able to avail themselves of comparable opportunities and conditions.

There can also be no assurance that the private markets funds we select will be able to identify sufficient attractive investment opportunities to meet their investment objectives.

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See “—The due diligence process that we undertake in connection with investments may not reveal all facts that may be relevant in connection with an investment” for more information on the risks we face in connection with the due diligence process.

If the investments we make on behalf of our specialized funds or customized separate accounts perform poorly, we may suffer a decline in our investment management revenue and earnings, and our ability to raise capital for future specialized funds and customized separate accounts may be materially and adversely affected.

Our revenue from our investment management business is derived from fees earned for our management of our specialized funds, customized separate accounts and advisory accounts, incentive fees, including carried interest and performance fees, with respect to certain of our specialized funds and customized separate accounts, and monitoring and reporting fees.

In the event that our specialized funds, customized separate accounts or individual investments perform poorly, our revenues and earnings derived from incentive fees and certain management fees will decline, and it will be more difficult for us to raise capital for new specialized funds or gain new or retain current customized separate account clients in the future.

Furthermore, underlying investments within our specialized funds and customized separate accounts reflect valuations reported elsewhere in this Form 10-K that are determined as of December 31, 2025.

Decreases in public markets and credit indices as well as decreases in current or future estimated performance of underlying portfolio companies in quarters ending after that date may result in negative valuation adjustments that will be reported on a three-month lag in accordance with our accounting policy.

Adverse investment valuations directly impact our investments, equity in income of investees, unrealized carried interest, AUM and AUA for the period.

In addition, if carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled, we may be required to repay that amount under a “clawback” obligation.

The risk of clawback can occur as a result of diminished investment performance.

If we are unable to repay the amount of the clawback, we would be subject to liability for a breach of our contractual obligations.

If we are unable to raise or are required to repay capital, our business, financial condition and results of operations would be materially and adversely affected.

Finally, the portfolio companies and other investments held by our specialized funds and customized separate accounts involve significant business and financial risk.

For example, portfolio companies may experience negative financial results for a variety of reasons.

These include, but are not limited to:

restructurings, bankruptcy, reorganization or liquidation, insolvency or related bankruptcy proceedings due to defaults on indebtedness, mismanagement, litigation, enforcement actions or fraud, which could reduce investment returns realized by our specialized funds and customized separate accounts.

Portfolio companies and other investments are also subject to risks associated with general market and geopolitical conditions, such as market downturns, inflation, public health emergencies and regional instability.

In addition, a fund may invest in a portfolio company with a limited operating history, and there is no guarantee that the

information or reports provided to the fund’s advisor with respect to the portfolio companies will not be fraudulent, inaccurate or incomplete, which could adversely impact the value of an investment in the fund.

A sudden and/or substantial decrease in price of one of our investments due to, for example, negative performance, could materially impair our specialized fund or customized separate account performance, an outcome that would be amplified in funds or accounts that hold no other or relatively few investments.

Such events could negatively affect our operating results and reputation and could result in heightened scrutiny and criticism of our business and investments.

Competition for access to investment funds and other investments we make for our clients is intense.

We seek to maintain excellent relationships with general partners and managers of investment funds, including those in which we have previously made investments for our clients and those in which we may in the future invest, as well as sponsors of investments that might provide direct investment opportunities in portfolio companies alongside the sponsoring fund manager.

However, because of the number of investors seeking to gain access to investment funds and direct investment opportunities managed or sponsored by the top performing fund managers, there can be no assurance that we will be able to secure the opportunity to invest on behalf of our clients in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as large as we would desire.

Access to secondary investment opportunities is also highly competitive and is often controlled by a limited number of general partners, fund managers and intermediaries.

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Our failure to deal appropriately with conflicts of interest could damage our reputation and materially and adversely affect our business.

As we expand the scope of our business, we increasingly confront potential and actual conflicts of interest relating to our advisory and investment management businesses.

As we expand the scope of our business, as well as the investor channels through which our products are offered, we increasingly confront potential and actual conflicts of interest relating to our advisory and investment management businesses.

For example, we may recommend that various advisory clients invest in specialized funds managed by us.

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It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction, litigation or regulatory enforcement actions.

As a registered investment adviser, we owe our clients a fiduciary duty and are required to provide disinterested advice.

As a registered investment advisor, we owe our clients a fiduciary duty and are required to provide disinterested advice.

Furthermore, as we form and launch more registered investment companies under the Investment Company Act, the risk of triggering potential issues under Section 17 of the Investment Company Act, which prohibits certain transactions between registered investment companies and their affiliates, increases.

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Accordingly, the loss or prolonged absence of any one of our senior management team or other key personnel could adversely affect certain client relationships, reduce our productivity or limit our ability to successfully execute our investment strategies, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.

In addition, the governing agreements of our specialized funds typically require the suspension of the investment period if, depending on the fund, between two and ten designated members of our senior management team either cease to devote sufficient professional time to or cease to be employed by HLA, often called a “key person event,” or in connection with certain other events.

Senior managing directors have left the firm in the past and others

may do so in the future.

In addition, the governing agreements of our specialized funds typically require the suspension of the investment period if,

depending on the fund, between two and ten designated members of our senior management team either cease to devote sufficient professional time to or cease to be employed by HLA, often called a “key person event,” or in connection with certain other events.

Senior managing directors have left the firm in the past and others may do so in the future.

While we cannot predict the impact that the departure of any single senior managing director will have on our ability to achieve our investment objectives, any change to our senior management team could materially and adversely affect our business, financial condition and results of operations.

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Lastly, we may be unable to enforce the non-competition agreements we have in place with the majority of our employees, and there is no guarantee that our other arrangements with our employees, such as our non-solicitation agreements, will be enforceable or will prevent our employees from leaving, joining our competitors or otherwise competing with us.

We intend to expand our business and may formulate new business strategies or enter into new geographic markets or strategic partnerships, which may result in additional risks and uncertainties in our business.

We intend to expand our business and may formulate new business strategies, offer new products or services or enter into new geographic markets or strategic partnerships, which may result in additional risks and uncertainties in our business.

We currently generate substantially all of our revenue from asset management and advisory services.

However, we have and intend to continue to grow our business by offering additional products and services, by formulating new business strategies, by entering into, or expanding our presence in, new geographic markets and by entering into selected strategic partnerships and corporate investments.

However, we have grown, and intend to continue to grow, our business by offering additional products and services, by formulating new business strategies, by entering into, or expanding our presence in, new geographic markets and by entering into strategic partnerships and corporate investments.

These activities have and could continue to increase our operational costs and subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, which may lead to increased litigation and regulatory risk.

For example, we have recently undertaken business initiatives to reach an increasing number of retail investors in the United States and around the world, including seeking to tokenize certain of our funds, which exposes us to greater levels of risk, including heightened litigation, regulatory enforcement and reputational risks.

The distribution of retail products, including through tokenization and digital securities exchanges, whether directly or through market intermediaries, can be complex and could expose us to allegations of improper conduct and/or actions by regulators within and outside the United States with respect to, among other things, product suitability, investor classification, compliance with securities laws, conflicts of interest and the adequacy of disclosure to customers to whom our products are distributed through those channels.

To the extent distribution of our retail or other products is through third-party distributors with whom we engage, we may not be able to effectively monitor or control the manner of their distribution, which could result in claims that products distributed through such channels are distributed to customers for whom they are unsuitable or that they are distributed in an otherwise inappropriate manner.

We are exposed to the risks of reputational damage and legal liability to the extent such third parties we engage, whom we do not control, improperly sell our products to investors.

This risk increases as the number of third-party distributors increases.

In addition, our evergreen funds contain terms that permit investors to request redemption or repurchase of their interests on a periodic basis and, subject to certain limitations, include limits on the aggregate amount of such interests that may be redeemed or repurchased in a given period.

Challenging market or economic conditions and liquidity needs could cause elevated redemption or repurchase requests from investors in such products, which can limit the amount of such redemption or repurchase requests that are fulfilled.

For example, we have recently undertaken business initiatives to reach an increasing number of retail investors in the United States and around the world, including by offering tokenized access to certain of our funds, launching additional evergreen funds, introducing daily-priced interval funds, and establishing new vehicles intended for EEA retail investors and Asia-Pacific investors.

These initiatives, as well as our tokenization and digital-distribution initiatives, exposes us to greater levels of risk, including heightened litigation, regulatory enforcement and reputational risks, while also increasing our compliance burden and requiring more complex administration and accounting operations.

In addition, distribution of retail products, including through tokenization and digital distribution, whether directly or through market intermediaries, can be complex and could expose us to allegations of improper conduct and/or actions by regulators within and outside the United States with respect to, among other things, product suitability, investor classification, compliance with securities laws, conflicts of interest or the adequacy of disclosure.

To the extent distribution of our retail or other products is through new channels and markets, including through an increasing number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their distribution, which could result in claims that products distributed through such channels are distributed to customers for whom they are unsuitable or that they are distributed in an otherwise inappropriate manner.

Although we engage in due diligence and onboarding procedures that seek to uncover issues relating to the third‐party channels through which individual investors access our investment products, we do not control and have limited information regarding many of these third‐party channels.

Therefore, we are exposed to the risks of reputational damage, regulatory scrutiny and legal liability to the extent such third parties improperly sell our products to investors or otherwise act improperly.

These risks have increased as we have increased our third-party distribution partnerships.

In addition, such third-

parties could seek to modify our products or offer new products while using our name and brand without our permission, creating increased risk of reputational and brand damage.

In addition, our evergreen funds contain terms that permit investors to request redemption or repurchase of their interests on a periodic basis, subject to certain limitations, including limits on the aggregate amount of such interests that may be redeemed or repurchased in a given period.

Challenging market or economic conditions, negative media coverage, changes in intermediary recommendations, increased competition from substitute products and liquidity needs could cause elevated redemption or repurchase requests from investors in such products, which can limit the amount of such redemption or repurchase requests that are fulfilled.

We may redeem or repurchase fewer interests than requested or suspend redemptions or repurchases entirely.

Such limitations may subject us to reputational harm and may make such vehicles less attractive to investors, which could have a material adverse effect on the cash flows of such vehicles.

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To the extent we introduce new types of investment structures, products or services, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, that we do not have the required investment of capital and other resources and that we could potentially lose clients due to the perception that we are no longer focusing on our core business.

Further, the expansion into new geographies and strategies (including making products available on the blockchain and through tokenization and digital securities exchanges) has demanded greater management attention and dedication of resources to manage the increasing complexity of operations and regulatory compliance, thereby increasing the risk of litigation and regulatory enforcement actions being brought against us.

Our initiatives to expand our retail investor base, including outside of the United States, requires the investment of significant time, effort and resources, including the hiring of additional personnel, the implementation of new operational, compliance and other systems and processes and the development or implementation of new technology.

Further, the expansion into new geographies and strategies (including making products available on the blockchain and through tokenization and digital securities exchanges) and the launch of daily-priced vehicles has demanded greater management attention and dedication of resources to manage the increasing complexity of operations and regulatory compliance, thereby increasing the risk of litigation and regulatory enforcement actions being brought against us.

Our initiatives to expand our retail investor base, including outside of the United States, requires the investment of significant time, effort and resources, including the hiring of additional personnel, upfront costs in connection with distribution through wirehouses, the implementation of new operational, technological, compliance systems and processes and the development of valuation and liquidity-management frameworks tailored to registered funds and daily-priced products.

There is no assurance that our efforts to further grow the assets we manage on behalf of retail investors will be successful.

Further, in light of the August 2025 Executive Order on Democratizing Access to Alternative Assets for 401(k) Investors, there may be significant future opportunity for the alternative asset management industry to increase the distribution of products to retail investors through 401(k) accounts.

We are likely to face significant competition in addressing such opportunity, which could require us to spend substantial time, effort and resources, and may not ultimately be successful in increasing distribution of our products in this channel.

In addition, such expansions increase various risks including the potential for litigation and regulatory scrutiny, oversight or disclosure requirements.

We have and will continue to provide resources to foster the development of new product offerings and business strategies by our investment professionals and launch successor and related products, such that our new strategies seek to achieve a level of scale and profitability.

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If a new strategy or fund does not develop as anticipated or our balance sheet assets cease to provide adequate liquidity, we may be forced to realize losses or become limited in our ability to seed new funds or strategies or support existing ones as currently contemplated.

Further, we have from time to time and intend to continue to explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions and have and may continue to use our balance sheet capital or issue shares of Class A common stock to do so.

Further, we have from time to time explored, and intend to continue to explore, opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions and have and may continue to use our balance sheet capital or issue shares of Class A common stock to do so.

There can be no assurance that we will successfully identify, negotiate or complete such transactions, that any completed transactions will produce favorable financial results or that we will be able to successfully integrate an acquired business with ours.

Further, our strategic initiatives include the acquisition of minority interests in third parties, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability for, losses or reputational damage relating to, systems, controls and personnel that are not under our control.

Further, our strategic initiatives include the acquisition of minority interests in third parties, in

which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability for, losses or reputational damage relating to, systems, controls and personnel that are not under our control.

In addition, if we choose to issue equity to fund an acquisition, our stockholders may experience dilution.

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Declines in the pace or the size of fundraising efforts or investments reduce our revenues.

The private markets investing environment continues to see increased competition, which can make fundraising and the deployment of capital more difficult.

The private markets investing environment continues to see increased competition and elevated interest rates, which can make fundraising and the deployment of capital more difficult.

In addition, many other factors cause declines in the pace of investment, including a market environment characterized by high prices or uncertainty, the unavailability of suitable opportunities for investors and clients to exit existing investments and redeploy realized capital into new investments, the inability of our investment professionals to identify attractive investment opportunities and decreased availability of financing on attractive terms or decreased availability of investor capital, including potentially as a result of a challenging fundraising environment or heightened requests for redemptions or repurchases in our evergreen funds.

Further, we may fail to consummate identified investment opportunities because of business, regulatory or legal complexities or

uncertainty and adverse developments in the U.S.

Further, we may fail to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the U.S.

or global economy, financial markets or geopolitical conditions, and our ability to deploy capital in certain countries may be adversely impacted by U.S.

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In addition, fees based on invested capital may create an incentive to make investments earlier in the specialized fund’s or customized separate account’s life than it otherwise would if fees were charged based purely on capital commitments, which has more predictability for revenues.

Our indebtedness may expose us to substantial risks, and our cash balances are exposed to the credit risks of the financial institutions at which they are held.

Our indebtedness may expose us to substantial risks, including to the extent we fail to comply with certain covenants, and our cash balances are exposed to the credit risks of the financial institutions at which they are held.

We maintain a Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), a 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan Agreement”), a 2022 Multi-Draw Term Loan and Security Agreement (the “2022 Multi-Draw Term Loan Agreement”) and a Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement” and, together with the Term Loan Agreement, the 2020 Multi-Draw Term Loan Agreement and the 2022 Multi-Draw Term Loan Agreement, the “Loan Agreements”) with JPMorgan Chase & Co.

(“JPMorgan”), as successor to First Republic Bank.

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

(“JPMorgan”).

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

The Term Loan Agreement matures on July 1, 2029, the 2020 Multi-Draw Term Loan Agreement matures on April 1, 2030, the 2022 Multi-Draw Term Loan Agreement matures on October 1, 2029 and the Revolving Loan Agreement matures on October 7, 2027.

For more information on our Loan Agreements and Senior Notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Notes and Loan Agreements”.

We expect to continue to utilize debt to finance and grow our operations, which will expose us to the typical risks associated with the use of leverage.

For more information on our Loan Agreements and

Senior Notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Notes and Loan Agreements”.

We expect to continue to utilize debt to finance and grow our business and operations, including warehousing investments for our funds, which will expose us to the typical risks associated with the use of leverage.

An increase in leverage could make it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to make necessary capital expenditures.

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Our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory and economic conditions, which could materially and adversely affect our business, financial condition and results of operations.

The risks related to our use of indebtedness may be heightened by the dependence on leverage by certain funds, customized separate accounts and portfolio companies.

In addition, the availability of capital from our Loan Agreements and our cash balances are exposed to the credit risks of the financial institutions at which they are held.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or the financial services industry generally, or concerns or rumors about any such events or other similar risks, have in the past and may in the future lead to market-wide liquidity problems or the fear of market-wide liquidity problems.

Our material credit facility consists of our Loan Agreements, which are now held at JPMorgan since its purchase of First Republic after that bank’s failure.

While the balances and liquidity of the accounts we maintained at First Republic were not materially adversely affected by that bank’s failure, if any of the financial institutions at which we maintain account balances or upon which we rely for credit were to become unstable or insolvent, our ability to access existing cash, cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities to pay operational and other costs, could be threatened or lost, which could have a material adverse effect on our business and financial condition.

Our account balances at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”)

insurance coverage of $250,000 per depositor, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage.

Our material credit facility consists of our Loan Agreements, which are now held at JPMorgan.

If any of the financial institutions at which we maintain account balances or upon which we rely for credit were to become unstable or insolvent, our ability to access existing cash, cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities to pay operational and other costs, could be threatened or lost, which could have a material adverse effect on our business and financial condition.

Our account balances at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage of $250,000 per depositor, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage.

In some cases, we have transferred uninsured cash balances to money market mutual funds.

In addition, if any of our clients, investors, suppliers or other parties with whom we conduct business are unable to access funds pursuant to their lending arrangements with such a financial institution, their ability to pay their obligations to us, provide services to us or enter into new commercial arrangements requiring additional payments to us could be adversely affected, which could have a material adverse effect on our operations and cash flows.

Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect our company, the financial institutions with which we have credit agreements or arrangements, including the Loan Agreements, directly, or the financial services industry or economy in general.

We may be unable to remain in compliance with the financial or other covenants contained in our Loan Agreements and the Note Purchase Agreement.

The Loan Agreements and the Note Purchase Agreement contain, and any future debt instruments may contain, financial and other covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain transactions or activities, such as:

• incur additional debt;

• provide guarantees in respect of obligations of other persons;

• make loans, advances and investments;

• maintain account balances at other financial institutions;

• make certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness;

• enter into transactions with investment funds and affiliates;

• create or incur liens;

• enter into negative pledges;

• sell all or any part of the business, assets or property, or otherwise dispose of assets;

• make acquisitions or consolidate or merge with other persons;

• enter into sale-leaseback transactions;

• change the nature of our business;

• change our fiscal year;

• make certain modifications to organizational documents or certain material contracts;

• make certain modifications to certain other debt documents;

• enter into certain agreements with respect to the repayment of indebtedness, the making of loans or advances, or the transfer of assets;

• enter into investments or engage in deals or transactions that involve exposure to economic sanctions.

There can be no assurance that we will be able to comply with the financial covenants contained in our Loan Agreements and the Note Purchase Agreement, including requirements that we maintain a consolidated leverage ratio within a specified range, specified amounts of management fees, a specified amount of adjusted EBITDA, and a specified minimum tangible net worth (as defined in those agreements).

incurring additional debt;

providing guarantees in respect of obligations of other persons;

making loans, advances and investments;

maintaining account balances at other financial institutions;

making certain payments in respect of equity interests (including the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness);

and entering into transactions with investment funds and affiliates.

Additionally, we are required to maintain a consolidated leverage ratio within a specified range, specified amounts of management fees, a specified amount of adjusted EBITDA, and a specified minimum tangible net worth (as defined in those agreements).

These restrictions may limit our flexibility in operating our business, and any failure to comply with these financial and other covenants, if not waived, would cause a default or event of default.

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In the case of an event of default, creditors may exercise rights and remedies, including the rights and remedies of a secured party, under such agreements and applicable law, which could materially and adversely affect our business, financial condition and results of operations.

For more information on our Senior Notes and Loan Agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Notes and Loan Agreements”.

Dependence on leverage by certain funds, customized separate accounts and portfolio companies subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability of our specialized funds and customized separate accounts to achieve attractive rates of return on those investments, and cash balances maintained for investments are exposed to the credit risks of the financial institutions at which they are held.

Certain of the specialized funds and customized separate accounts we manage, the funds in which we invest and portfolio companies within our funds and customized separate accounts currently rely on leverage.

If our specialized funds, customized separate accounts or the companies in which our specialized funds or customized separate accounts invest raise capital in the structured credit, leveraged loan and high yield bond markets, the results of their operations may suffer if such markets experience dislocations, contractions or volatility.

Certain of our specialized funds and customized separate accounts, as well as the companies in which our specialized funds or customized separate accounts invest, raise capital in structured credit, leveraged loan and high yield bond markets.

If elevated interest rates persist or further increase or credit markets experience continued or increasing dislocations, contractions or volatility, the results of operations of our specialized funds and customized separate accounts, as well as the companies in which our specialized funds or customized separate accounts invest, may suffer.

Any such events could adversely impact the availability of credit to businesses generally, the cost or terms on which lenders are willing to lend, or the strength of the overall economy.

The absence of available sources of sufficient debt financing for extended periods of time or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments, and, in the case of rising interest rates, decrease the value of fixed-rate debt investments made by our funds.

Reductions in available sources of debt financing, an extended or increased tightening in credit markets, or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance investments made by our specialized funds and customized separate accounts and, in the case of rising interest rates, decrease the value of fixed-rate debt investments made by our funds.

Certain investments may also be financed through fund-level credit facilities, which may or may not be available for refinancing on favorable terms, or at all, at the end of their respective terms.

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Any of these factors may have an adverse impact on our business, results of operations and financial condition.

Similarly, private markets funds’ portfolio companies regularly utilize the corporate debt markets to obtain additional financing for their operations.

The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic factors such as rising interest rates, financial institution risks discussed above, downturns in the economy or deterioration in the condition of such

business or its industry.

In addition, we may invest in businesses with capital structures that have significant leverage.

The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic factors such as rising interest rates, decreases in credit availability, financial institution risks discussed above, downturns in the economy or deterioration in the condition of such business or its industry.

Tighter credit conditions or higher interest rates may also make it more difficult or more expensive for portfolio companies to refinance or extend existing indebtedness, comply with financial covenants or access incremental debt financing, which could increase the risk of default or restructuring.

These factors may make such companies less able to cope with changes in business and economic conditions and may impair the operations, value or sustainability of such companies.

If the portfolio companies in our funds default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could lose some or all of our investment and suffer reputational harm.

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If investors in our specialized funds and certain customized separate accounts default on their obligations to fund commitments, there may be adverse consequences on the investment process, and we could incur losses and be unable to meet underlying capital calls.

For example, investors in most of our specialized funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods.

For example, investors in many of our specialized funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods.

We depend on investors fulfilling and honoring their commitments when we call capital from them for those funds to consummate investments and otherwise pay their obligations when due.

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Our failure to comply with investment guidelines set by our clients could result in damage awards against us or a reduction in AUM, either of which would adversely affect our business.

When clients retain us to manage assets on their behalf, they specify certain guidelines regarding investment allocation and strategy that we are required to observe in the management of their portfolios.

When clients retain us to manage assets on their behalf as discretionary manager of a customized separate account, they specify certain guidelines regarding investment allocation and strategy that we are required to observe in the management of their portfolios.

Our failure to comply with these guidelines and other limitations could result in clients terminating their investment management agreement with us, as these agreements generally are terminable without cause on 30 to 90 days’ notice.

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Even if we comply with all applicable investment guidelines, a client may be dissatisfied with its investment performance or our services or fees, and may terminate their customized separate accounts or advisory accounts or be unwilling to commit new capital to our specialized funds, customized separate accounts or advisory accounts.

Any of these events could materially and adversely affect our business.

Any of these events could cause a reduction to our AUM and consequently cause our earnings to decline and materially and adversely affect our business.

Misconduct by our employees, advisors or third-party service providers could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.

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We are subject to a number of laws, obligations and standards arising from our advisory and investment management businesses and our discretionary authority over the assets we manage.

The violation of these laws, obligations and standards by any of our employees, advisors or third-party service providers would adversely affect our clients and us by subjecting us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities

litigation and a general loss of investor confidence.

Our business also often requires that we deal with confidential matters of great significance to companies and funds in which we may invest for our clients.

If our employees, advisors or third-party service providers were to engage in fraudulent activity, violate regulatory standards or improperly use or disclose sensitive or confidential information, we could be subject to legal or regulatory action and suffer serious harm to our reputation, financial position and current and future business relationships.

The pervasiveness of social media and electronic communications and the increasing prevalence of artificial intelligence could also lead to faster and wider dissemination of any adverse publicity or inaccurate information about us, making effective remediation more difficult and further magnifying the reputational risks associated with negative publicity.

The pervasiveness of social media and electronic communications and the increasing prevalence of AI could also lead to faster and wider dissemination of any adverse publicity or inaccurate information about us, making effective remediation more difficult and further magnifying the reputational risks associated with negative publicity.

It is not always possible to detect or deter misconduct, and the precautions we take that seek to detect and prevent undesirable activity may not be effective.

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See “—Risks Related to Our Industry—Extensive government regulation, compliance failures and changes in law or regulation could adversely affect us.”

In the event that our specialized funds, customized separate accounts or individual investments perform poorly, our revenues and earnings derived from incentive fees will decline, and it will be more difficult for us to raise capital for new specialized funds or gain new or retain current customized separate account clients in the future.

Furthermore, underlying investments within our specialized funds and customized separate accounts reflect valuations reported elsewhere in this Form 10-K that are determined as of December 31, 2024.

Adverse investment valuations directly impact our investments, equity in income of investees, unrealized carried interest, AUM and AUA for the period.

The risk of clawback can occur as a result of diminished investment performance.

If we are unable to repay the amount of the clawback, we would be subject to liability for a breach of our contractual obligations.

If we are unable to raise or are required to repay capital, our business, financial condition and results of operations would be materially and adversely affected.

The timing at which we receive distributions of carried interest, an element of our revenues, can be sporadic and unpredictable, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common stock to decline.

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Even if an investment proves to be profitable, it may be a number of years before any profits can be realized in cash (or other proceeds).

value from existing investments may be even more limited than in more stable economic environments.

In addition, carried interest distributions have in the past and may in the future decrease in difficult, volatile or uncertain economic environments as the ability of general partners to exit and realize value from existing investments may be even more limited than in more stable economic environments.

We cannot predict when, or if, any realization of investments will occur, and thus, we cannot predict the timing or amounts of carried interest distributions to us.

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The exercise of redemption or repurchase rights by investors in our evergreen funds may adversely affect our revenues.

Unlike traditional private market vehicles, which generally do not permit redemptions of fund interests until the liquidation of the fund upon scheduled termination dates, our evergreen funds contain investor liquidity features that permit investors to redeem or repurchase their interests from time to time.

Factors that could result in investors leaving our evergreen funds include changes in interest rates or market conditions that make other investments more attractive, changes in or rebalancing due to investors’ asset allocation policies, changes in investor perception regarding our focus or alignment of interest, unhappiness with a fund’s performance or investment strategy, changes in our reputation, departures or changes in responsibilities of key personnel, performance and liquidity needs of fund investors and legal or regulatory issues that investors perceive to have a bearing on the fund.

In a declining market, our evergreen vehicles may experience declines in value, and the pace of redemptions and consequent reduction in our assets under management could accelerate.

Unlike traditional drawdown funds, which generally do not permit redemptions of fund interests until the liquidation of the fund upon scheduled termination dates, our evergreen funds, including our funds registered under the Investment Company Act, contain investor liquidity features that permit investors to redeem or repurchase their interests from time to time.

Our evergreen funds have grown substantially in recent years and now represent a more significant portion of our AUM and our management and revenues.

As these products

expand across strategies, geographies and investor types, the potential impact of material redemption or repurchase activity on our business has increased.

Factors that could result in investors leaving our evergreen funds include changes in interest rates or market conditions that make other investments more attractive, changes in or rebalancing due to investors’ asset allocation policies, changes in investor perception regarding our focus or alignment of interest, unhappiness with a fund’s performance or investment strategy or liquidity profile, changes in our reputation, negative media coverage of us, our peers or the private markets more broadly, departures or changes in responsibilities of key personnel, performance and liquidity needs of fund investors and legal or regulatory issues that investors perceive to have a bearing on the fund.

In a declining market, our evergreen funds, including our funds registered under the Investment Company Act, may experience declines in value, and the pace of redemptions or repurchases and consequent reduction in our assets under management could accelerate.

Such declines in value may be both provoked and exacerbated by forced selling of assets, as further described below.

Actions taken to meet substantial redemption requests could result in a material adverse effect on the fund’s investments, ability to make new investments or ability to achieve its investment objectives.

To the extent appropriate and permissible under a vehicle’s constituent documents, we may limit redemptions or repurchases in such vehicle for a period of time.

This may subject us to reputational harm, make such vehicles less attractive to investors in the future and negatively impact future subscriptions to such vehicles, which could have a material adverse effect on the cash flows of such vehicles and may negatively impact the revenues we derive from them.

To the extent appropriate and permissible under a vehicle’s constituent documents and applicable law, we may limit redemptions or repurchases in such vehicle for a period of time.

While the use of such tools (or “gates”) is meant to avoid forced asset sales and protect remaining investors in a fund, the use of such tools may be negatively received by investors, as well as distributors or regulators and could lead to negative publicity, which may lead to volatility in the price of our Class A common stock, regulatory inquiries or litigation.

Such events may subject us to reputational harm, make such vehicles less attractive to investors in the future and negatively impact future subscriptions to such vehicles, which could have a material adverse effect on the cash flows of such vehicles and may negatively impact the revenues we derive from them.

In addition such events could negatively impact future fundraising for our platform more broadly.

In addition, multiple and sustained redemption or repurchase requests could exhaust a fund’s sources of liquidity and create pressure to dispose of investments by a fund sooner than anticipated to satisfy such requests.

The investments of such funds are generally illiquid in nature and disposing of such investments within the necessary timeframe could reduce the price at which counterparties are willing to transact.

The investments of such funds are generally illiquid in nature and disposing of such investments within the necessary timeframe could reduce the price at which counterparties are willing to transact and require the fund to sell investments it would otherwise prefer to continue to hold.

In most cases, transferring such investments requires the consent of a third-party sponsor, and, if such sponsors are unwilling to consent, a fund may need to liquidate a less desirable investment as an alternative.

Such accelerated disposition could reduce or eliminate our potential carried interest associated with such investment, and the reduction in such fund’s NAV resulting from the redemption or repurchase would reduce the management fees payable to us and may reduce or eliminate any incentive fees or carried interest to which we might otherwise have been entitled.

Finally, the inclusion of redemption or repurchase rights in our evergreen funds create heightened risk of operational error, including with respect to the calculation of NAV.

Any such errors could adversely affect the exercise of redemption rights and could adversely affect our revenues and profitability, including as a result of litigation or regulatory investigations.

Any such errors could adversely affect the exercise of redemption rights and could adversely affect our revenues and profitability, including as a result of investors’ indemnification requirements, litigation and/or regulatory investigations.

As we launch and scale funds that strike NAV more frequently, including those that calculate NAV on a daily basis, the complexity and frequency of these operational processes increase as do the potential consequences of any errors.

Valuation methodologies for certain assets in our specialized funds and customized separate accounts can be highly subjective, and the values of assets established pursuant to such methodologies may never be realized, which could result in significant losses for our specialized funds and customized separate accounts.

There are no readily ascertainable market prices for a large number of the investments in our specialized funds, customized separate accounts, advisory accounts or the funds in which we invest.

The value of the fund investments of our specialized funds and customized separate accounts is determined periodically by us based

on the fair value of such investments as reported by the underlying fund managers.

Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers of those funds.

The fair value of investments is determined using a number of methodologies described in the particular funds’ valuation policies.

These policies are based on a number of factors, including the nature of the investment, the expected cash flows from the investment, the length of time the investment has been held and other generally accepted valuation methodologies.

The value of the equity and credit investments of our specialized funds and customized separate accounts is determined periodically by us using independent third-party valuation firms to aid us in determining the fair value of these investments using generally accepted valuation methodologies.

These may include references to market multiples, valuations for comparable companies, public or private market transactions, subsequent developments concerning the companies to which the securities relate, results of operations, financial condition, cash flows, and projections of such companies made accessible to us and such other factors that we may deem relevant.

The methodologies we use in valuing individual investments are based on a variety of estimates and assumptions specific to the particular investments, and actual results related to the investment may vary materially as a result of the inaccuracy of such assumptions or estimates.

The values of our specialized funds’ and discretionary customized separate accounts’ investments are determined in accordance with the firm’s valuation policies and procedures, as then-currently in effect and approved by the operative documents for the particular specialized fund or customized separate account.

Our specialized funds, customized separate accounts, advisory accounts and the funds in which we invest generally invest in, among other things, illiquid investments or financial instruments for which there is little, if any, market activity and, accordingly, no readily available market price.

We determine the value of fund investments held by our specialized funds and customized separate accounts periodically, based on the fair value of such investments as reported by the underlying fund managers to us.

Thus, our valuation of the underlying funds in which we invest is largely dependent upon the processes employed by the underlying fund managers of those funds.

The fair value of a fund investment’s underlying assets is determined using a number of methodologies described in the particular fund’s valuation policies, and such fund may engage a third-party valuation agent to assist with such valuation.

These valuation methodologies are based on a number of factors, including the nature of the investment, the expected cash flows from the investment, the length of time the investment has been held, restrictions on transfer, local market conditions, control premiums, illiquidity discounts and other generally accepted valuation methodologies, which involve a significant degree of subjective management judgment.

The value of direct investments in portfolio companies held by our specialized funds and customized separate accounts is determined periodically by us using generally accepted valuation methodologies, and we may use independent third-party valuation firms for corroborative assistance in determining the fair value of these investments.

These methodologies may include references to market multiples, valuations for comparable companies, public or private market transactions, subsequent developments concerning the companies to which the securities relate, results of operations, financial condition, cash flows, and projections of such companies made accessible to us and such other factors that we may deem relevant.

The methodologies we use in valuing individual investments held by our specialized funds and customized separate accounts are based on a variety of estimates and assumptions specific to the particular investments, and actual results related to the investment may vary materially as a result of the inaccuracy of such assumptions or estimates.

For instance, it is possible that a material fact related to the target of the valuation might be inadvertently omitted from our or an underlying fund manager’s analysis, resulting in an inaccurate valuation.

In addition, because the illiquid investments held by our specialized funds, customized separate accounts, advisory accounts and the funds in which we invest may be in industries or sectors that are unstable, in distress, or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in a fund’s NAV do not necessarily reflect the prices that would actually be obtained if such investments were sold.

Realizations at values significantly lower than the values at which investments have been reflected in fund NAVs could result in losses for the applicable fund and the loss of potential incentive fees by the fund’s manager and us.

Also, a situation in which asset values turn out to be materially different from values reflected in fund NAVs, whether due to error or otherwise, could cause investors to lose confidence in us and may, in turn, result in difficulties in our ability to raise additional capital, retain clients or attract new clients.

Further, it is possible that a material fact related to the target of the valuation might be inadvertently omitted from our analysis, resulting in an inaccurate valuation.

The SEC has instituted enforcement actions against advisors for misleading investors about valuation.

Unforeseen market, economic and geopolitical conditions and events could significantly and abruptly impact the valuation of an investment from period to period, and valuation methodologies may change across periods.

Because the valuation methodologies described herein generally only occur on a periodic basis, subsequent events that may have a material impact on those valuations may not be reflected until the next periodic valuation date.

The impact of factors not accounted for in valuation models and the potential exercise of our subjective judgment in determining valuation might cause some of our investors or regulators to question our valuations or methodologies.

There can be no assurance that our policies, or the policies of underlying funds, will address all necessary valuation factors, minimize uncertainty or completely eliminate potential conflicts of interest in such determinations.

In addition, as we launch and scale daily-priced interval funds and other evergreen vehicles, we may increasingly rely on quantitative models, regression-based approaches and third-party data inputs to support more frequent NAV calculations.

Unlike monthly or quarterly products, for which valuation procedures may be completed over a longer period of time, daily-priced vehicles require that all procedures necessary to strike a NAV be condensed into a shorter window of time, which further increases our exposure to model, data and operational risk.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in a specialized fund’s or customized separate account’s NAV do not necessarily reflect the prices that would actually be obtained if such investments were sold.

For example, there may be known or unknown liabilities such as tax exposures with respect to investments, especially those outside the United States, which may not be fully reflected in valuations.

Realizations at values significantly lower than the values at which investments have been reflected in specialized fund or customized separate account NAVs would result in reduced gains or increased losses for the applicable fund or customized separate account, a decline in certain asset management fees and the loss of

potential incentive fees by us.

A situation in which specialized fund or customized separate account asset values are overstated, whether due to error or otherwise, could result in overstated management and incentive fees for a particular period.

Further, while it is unlikely that one single instance, or even multiple concurrent instances, of a misstated valuation would have a material impact on our financial condition or results of operations given our large and increasing base of assets under management, a situation in which asset values turn out to be materially different from values reflected in specialized fund or customized separate account NAVs as a result of any factor or circumstance could trigger various notification requirements, cause investors to lose confidence in us and may result in an unanticipated increase in redemption or repurchase requests for certain of our specialized funds or customized separate accounts and difficulties in our ability to raise additional capital, retain clients or attract new clients, particularly if such issues persist.

NAV errors or valuation adjustments in vehicles that strike NAV daily could result in a larger number of impacted shareholders and a greater volume of subscriptions and repurchases executed at incorrect prices than in products that strike NAV monthly or quarterly, which could increase the size and frequency of any required reimbursement, re-processing or other remediation.

The SEC continues to focus on issues related to valuation of private investment vehicles, including consistent application of the methodology, disclosure and conflicts of interest, in its enforcement, examination, and rulemaking activities.

Our increased use of registered interval funds and daily-priced evergreen products may subject our valuation practices to heightened scrutiny.

If the SEC were to investigate and find errors in our methodologies or procedures, we and/or members of our management could be subject to penalties and fines, which could harm our reputation and our business, financial condition and results of operations could be materially and adversely affected.

In addition, changes in the factors considered by the SEC in its enforcement, examination, and rulemaking activities could have a significant effect on the results of the valuation methodologies used to value our portfolio, and our reported fair values for these assets could vary materially if these factors from prior quarters were to change significantly.

Our investment management activities may involve investments in relatively high-risk, illiquid assets, and we and our clients may lose some or all of the amounts invested in these activities or fail to realize any profits from these activities for a considerable period of time.

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The ability of private markets funds to dispose of investments is dependent in part on the public equity and debt markets, to the extent that the ability to dispose of an investment may depend upon the ability to complete an IPO of the portfolio company in which such investment is held or the ability of a prospective buyer of the portfolio company to raise debt financing to fund its purchase.

In the current market environment, we have experienced a decrease in attractive

opportunities to dispose of investments compared to a year ago.

The exit environment across many of our private markets strategies remains challenging and attractive opportunities to dispose of investments may be limited.

Furthermore, large holdings of publicly traded equity securities can often be disposed of only over a substantial period of time, exposing the investment returns to risks of downward movement in market prices during the disposition period.

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The portfolio companies in which private markets funds have invested or may invest will sometimes involve a high degree of business and financial risk.

These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may be subject to extensive regulatory oversight, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, may have a high level of leverage, or may otherwise have a weak financial condition.

These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant

variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may be subject to extensive regulatory oversight, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, may have a high level of leverage, or may otherwise have a weak financial condition.

See “—Dependence on leverage by certain funds, customized separate accounts and portfolio companies subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability of our specialized funds and customized separate accounts to achieve attractive rates of return on those investments, and cash balances maintained for investments are exposed to the credit risks of the financial institutions at which they are held.” In addition, these portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel.

Portfolio companies in non-U.S.

jurisdictions may be subject to additional risks, including tariffs and trade barriers, changes in currency exchange rates, exchange control regulations, risks associated with different types (and lower quality) of available information, expropriation or confiscatory taxation and adverse political and regulatory developments.

jurisdictions may be subject to additional risks, including tariffs and trade barriers, changes in currency exchange rates, exchange control regulations, risks associated with different types (and lower quality) of available information, less developed or efficient financial markets, expropriation or confiscatory taxation and a less developed or stable or an adverse political and regulatory environment.

In addition, during periods of difficult market conditions or slowdowns in a particular investment category, industry or region, portfolio companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased costs.

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We cannot give assurance as to the degree of diversification that will be achieved in any of our specialized funds or customized separate accounts.

Difficult market conditions or slowdowns affecting a particular asset class, industry, geographic region or other category of investment could have a significant adverse impact on a given specialized fund or customized separate account if its investments are concentrated in that area, which could result in lower investment returns.

In addition, certain of our specialized funds and customized separate accounts may have overlapping investment exposure.

Accordingly, a lack of diversification on the part of a specialized fund or customized separate account could adversely affect its investment performance and affect our ability to raise new funds.

If an overlapping investment performs poorly, becomes impaired or otherwise underperforms, the adverse effects may be felt by more than one specialized fund or customized separate account at the same time and the effect of adverse investment performance may be magnified on our business.

All of these factors could, as a result, affect our business, financial condition and results of operations.

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We strive to maintain a work environment that reinforces our culture of collaboration, motivation and doing the right thing.

hybrid and remote/office work, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

If we do not continue to develop and implement appropriate processes and tools to maintain this culture, particularly in light of rapid and significant growth in our employee population and our permitting hybrid and remote/office work, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

In addition, we are required to develop our infrastructure continuously in response to the increasingly complex investment management industry and increasing sophistication of investors.

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Fee reductions on existing or future new business could have a material adverse effect on our profit margins and results of operations.

Our operation of registered investment companies and compliance with the restrictions of the Investment Company Act or other regulations could adversely affect us.

Our business activities are subject to additional regulatory requirements that could adversely impact profitability.

Certain evergreen funds we offer are registered investment companies under the Investment Company Act or are subject to other rules applicable to our evergreen funds, notably those of the Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (the “CSSF”) with respect to our evergreen funds domiciled in Luxembourg.

The Investment Company Act and the rules thereunder, the rules applicable to our evergreen funds domiciled in Luxembourg as well as applicable European legislation contain detailed parameters for the organization and operation of these evergreen funds.

Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options and impose certain governance and board independence requirements.

In addition, we depend on third parties to assist us in servicing and complying with regulatory obligations with respect to our evergreen funds.

These limitations, obligations and reliance on third-party service providers used to assist us in servicing our evergreen funds could materially and adversely affect our business, financial condition and results of operations.

In addition, the failure to comply with any of the regulations that we are subject to, could subject us to enforcement actions, which may materially and adversely affect our business, financial condition and results of operations.

Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.

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Before making or recommending investments for our clients, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment.

When conducting due diligence, we may be required to evaluate important, complex, and sometimes evolving, business, financial, tax, accounting, technological, environmental, social, governance and legal and regulatory issues.

When conducting due diligence, we may be required to evaluate important, complex, and sometimes evolving, business, financial, credit, tax, accounting, technological, environmental, social, governance and legal and regulatory issues.

Outside consultants, legal advisors and accountants may be involved in the due diligence process in varying degrees depending on the type of investment and the parties involved.

Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the information available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations, and such an investigation will not necessarily result in the investment ultimately being successful.

In addition, we may not identify or foresee future developments that could have a material adverse effect on an investment, including, for example, rapidly changing fundamentals in a certain sector, geography or asset class, or technological disruption of a specific company or asset or an entire industry, including as a result of the rapid development and implementation of AI.

Moreover, the due diligence investigation that we will carry out with respect to any investment opportunity may not detect or highlight all relevant facts (including bribery, fraud or other illegal activities) or risks that are necessary or helpful in evaluating such investment opportunity.

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Many of our specialized funds, customized separate accounts or advisory accounts have invested in emerging market countries that may not have established laws and regulations that are as stringent as in more developed nations, or where existing laws and regulations may not be consistently enforced.

Due diligence on investment opportunities in these jurisdictions is frequently more complicated because consistent and uniform commercial practices in such locations may not have developed, and bribery, fraud, accounting irregularities and corrupt practices can be especially difficult to detect in such locations.

Due diligence on investment opportunities in these jurisdictions is frequently more complicated because consistent and uniform commercial practices in such locations may not have developed,

and bribery, fraud, accounting irregularities and corrupt practices can be especially difficult to detect in such locations.

Such misconduct may undermine our due diligence efforts with respect to such companies and could negatively affect the valuations of investments in such companies.

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Poor investment performance could lead clients to terminate their agreements with us and/or result in negative reputational effects, either of which could materially and adversely affect our business, financial condition and results of operations.

Finally, some matters covered by our due diligence process, such as ESG, are subject to evolving market and regulatory standards, which we may not accurately or fully anticipate.

Our ESG framework does not represent a universally recognized standard, because we continue to observe strategy, asset class, geographic, and regulatory differences in approaches implemented across private markets.

Additionally, determining the relative financial materiality of ESG factors within a due diligence process can be subjective.

The materiality of ESG risks and impacts on an individual potential investment or portfolio depend on many factors, including the relevant industry, country, asset class and investment strategy and can be amplified or mitigated to varying degrees based on other factors within the investment diligence.

There is no guarantee that the criteria utilized, or judgment exercised by us or a third-party ESG specialist we may engage will always reflect the beliefs, values, internal policies or preferred practices of any particular client or stakeholder.

Further, the nature and scope of our due diligence with respect to ESG will vary based on the investment, which may present challenges in complying with a globally recognized standard, if one emerges in the future.

Finally, some matters covered by our due diligence process, such as responsible investing and sustainability considerations, are subject to evolving market and regulatory standards, which we may not accurately or fully anticipate.

Our responsible investing and sustainability due diligence framework does not represent a universally recognized standard, as we continue to observe different frameworks and methodologies being implemented throughout the industry.

Selecting and evaluating sustainability risks in connection with investing is subjective by nature.

The materiality of sustainability risks and potential impacts on an individual investment or portfolio depend on many factors, including the relevant industry, country, asset class and investment strategy.

There is no guarantee that the criteria utilized, or judgment exercised by us or a third-party sustainability specialist we may engage will always reflect the beliefs, values, internal policies or preferred practices of any particular client or stakeholder.

Further, the nature and scope of our due diligence with respect to responsible investing and sustainability will vary based on the investment, which may present challenges in complying with a globally recognized standard, if one emerges in the future.

Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business.

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We depend on the continuation of our relationships with the general partners and sponsors of the underlying funds and investments in order to maintain current data on these investments and private markets activity.

We also rely on the strength of our relationships to encourage voluntary data sharing and engagement on evolving topics, such as ESG.

We also rely on the strength of our relationships to encourage voluntary data sharing and engagement on evolving topics, such as responsible investing and sustainability.

The termination of such relationships or the imposition of restrictions on our ability to use the data we obtain for our reporting and monitoring services could adversely affect our business, financial condition and results of operations.

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We rely heavily on our and our third-party service providers’ financial, accounting, compliance, monitoring, administration, reporting and other data processing systems and technology platforms, including those of our fund administrators and AIFMs, to conduct our business.

If any of these systems do not operate properly, are not operated properly or are disabled or fail, including the loss of or unauthorized access to data, whether caused by fire, natural disaster, power or telecommunications failure, computer viruses, malicious actors, negligence, acts of terrorism or war or otherwise, or if our third-party service providers fail to perform as expected, we could suffer a disruption of our business, financial loss, liability to clients, regulatory intervention or reputational damage, which could materially and adversely affect our business, financial condition and results of operations.

If any of these systems do not operate

properly, or are disabled or fail, including the loss of or unauthorized access to data, whether caused by fire, natural disaster, power or telecommunications failure, cyberattack, ransomware, computer viruses, malicious actors, negligence, acts of terrorism or war or otherwise, or if our third-party service providers fail to perform as expected, we could suffer a disruption of our business, financial loss, liability to clients, regulatory intervention or reputational damage, which could materially and adversely affect our business, financial condition and results of operations.

Isolated incidents involving such matters have occurred in the past but have not had a material impact on our financial condition or results of operations.

If any of our third-party service providers access or use our information for the purpose of competing with us or undermining our efforts, we may lose clients and opportunities, which may adversely affect our financial condition.

In addition, we face operational risk from errors made in the execution, confirmation or settlement of transactions, as well as errors in recording, evaluating and accounting for them.

In addition, we have experienced errors in the execution, confirmation or settlement of transactions, as well as errors in recording, evaluating and accounting for them.

While these occurrences have been immaterial to our operations as a whole, the repeated occurrence of such events in the future could cause us to lose clients and opportunities.

Our and our third-party service providers’ data processing systems and technology may be unable to accommodate our growth or adequately protect the information of our clients or address security risks, and the cost of maintaining and improving such systems and technology may increase from our current level.

Such a failure or an increase in costs related to such information systems and technology, could have a material adverse effect on our results of operations, financial condition and cash flow.

Such a failure or an increase in costs related to such information systems and technology or transaction errors, could have a material adverse effect on our results of operations, financial condition, cash flow and reputation.

A disaster or a disruption in technology or infrastructure that supports our business, including a disruption involving electronic communications, cloud-based infrastructure or other services used by us, our third-party service providers or other third parties with whom we conduct business, or a disruption directly affecting our principal offices, could negatively impact our ability to continue to operate our business without interruption.

Our business continuation or disaster recovery programs may not be sufficient to mitigate the harm that could result from such a disaster or disruption, and insurance and other safeguards may not reimburse us for the full amount of our losses.

For more information on this risk, please see “—Failure to maintain the security of our information technology networks, or those of our third-party service providers, or data security breaches could result in loss of data, interruptions in our business, harm to our reputation and could have a material adverse effect on our results of operations, financial condition and cash flow.”

We are also subject to the risk that the financial institutions with which we maintain credit facilities or cash account balances fail.

For more information on this risk, please see “—Our indebtedness may expose us to substantial risks, and our cash balances are exposed to the credit risks of the financial institutions at which they are held.”

Failure to maintain the security of our information technology networks, or those of our third-party service providers, or data security breaches could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.

Failure to maintain the security of our information technology networks, or those of our third-party service providers, or data security breaches could result in loss of data, interruptions in our business, harm to our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely on the reasonably secure processing, storage and transmission of confidential and other sensitive information in our computer systems, hardware, software, technology infrastructure, online sites and networks, and those of our third-party service providers and their vendors.

In the ordinary course of our business, we collect and store a range of data, including our proprietary business information and intellectual property, and personally identifiable information of our employees, our clients and other third parties, in our cloud applications and on our networks, as well as our third-party service providers’ systems.

In the ordinary course of our business, we collect and store a range of data, including our proprietary business information and intellectual property, and personally identifiable and other sensitive information relating to our employees, our clients, our portfolio companies, in cloud applications and on our networks, as well as on systems operated by third parties on our behalf.

The secure processing, maintenance and transmission of this information are critical to our operations.

We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats and attacks that are intended to gain unauthorized access to our sensitive or proprietary information, destroy data or disable, degrade or sabotage our systems.

Cyber-attack techniques are continually evolving, may not immediately be recognized and can originate from a wide variety of sources.

For example, threat actors could impersonate Hamilton Lane or its employees through the use of artificial intelligence technologies.

Such technologies make such impersonation more likely to occur or appear more credible.

There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face.

Any interruption or deterioration in performance, cybersecurity breaches or failures of information systems and technology could impair the quality of our or our funds’ operations, result in significant costs to us, liability to our clients, affect our reputation and adversely affect our business, financial condition and results of operations.

Measures taken to ensure the integrity of our or our third-party service providers’ systems may not provide adequate protection.

A cyberattack could persist undetected over an extended period of time and may not be mitigated in a timely manner to prevent or minimize the impact on us.

Attacks on our or our service providers’ information technology infrastructure could enable the attackers to gain unauthorized access to and steal our sensitive or proprietary information, destroy data or disable, degrade or sabotage our systems or divert or otherwise steal funds, and attackers have in the past gained unauthorized access to sensitive information about us, our clients and investors by attacking our systems and the systems of certain of our service providers.

Such prior events, to date, have not had a material impact on our operations, results of operations or financial condition.

Attacks range from those common to businesses generally to those that are more advanced and persistent, which may target us because members of our senior management team may have public profiles or because, as an alternative investment management firm, we hold a significant amount of confidential and sensitive information about our clients and potential investments.

Our and our third-party service providers’ computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses, bugs, ransomware or other malicious code, employee, vendor or contractor error or malfeasance, and other events that could have a negative impact on the security of our technology systems and data.

We, our employees and certain of our third-party service providers have been and expect to continue to be the target of hacking attacks, “phishing” or similar forms of social engineering attacks, and the subject of impersonations and fraudulent requests for money and other forms of activities.

We, our service providers and their vendors face a variety of security threats on a regular basis, including ongoing cybersecurity threats and attacks that are intended to gain unauthorized access to and steal our sensitive or proprietary information, destroy or corrupt data, disable, disrupt or degrade systems, divert or otherwise steal funds, or impersonate us or our employees using technologies such as generative AI and deepfakes.

Cyber-attack techniques are continually evolving, may not immediately be recognized, can originate from a wide variety of sources and may be difficult to detect or fully remediate.

There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face, which has been exacerbated with the advancement of AI, which malicious third parties are

using to create new, sophisticated and more frequent attacks.

We, our employees and certain of our third-party service providers have been and expect to continue to be the target of hacking attacks, “phishing” or other forms of social engineering attacks, business-email compromise and other efforts to obtain unauthorized access to data and systems, and the subject of impersonations and fraudulent requests for money and other activities.

Attacks range from those common to businesses generally to those that are more advanced and persistent, and attackers may target us because members of our senior management team may have public profiles or because, as an alternative investment management firm, we hold a significant amount of confidential and sensitive information about our clients and potential investments.

Attackers have in the past gained unauthorized access to sensitive information about us, our clients and investors by attacking our systems and the systems of certain of our service providers.

Such prior events, to date, have not had a material impact on our financial condition or results of operations.

Further, we allow for hybrid and remote/office work, which introduces operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to hacking attacks.

There is also a risk that artificial intelligence technologies may be misused or misappropriated by our employees and/or third parties engaged by us, which could result in our confidential information becoming part of a dataset that is accessible by third-party applications and users, including our competitors.

Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our, our employees’ or our clients’ or counterparties’ sensitive, confidential, proprietary and other information processed and stored in, and transmitted through, our

computer systems and networks or those of our third-party service providers, or otherwise cause interruptions or malfunctions in our, our employees’, our clients’, our counterparties’ or third parties’ operations, which could result in material financial losses, increased costs, disruption of our business, liability to clients and other counterparties, regulatory intervention or reputational damage, which, in turn, could cause a decline in our earnings and/or stock price.

Insurance and other safeguards might only partially reimburse us for our losses, if at all.

Cybersecurity, privacy and data protection are a top priority for regulators around the world.

Many jurisdictions in which we operate have laws and regulations relating to privacy, data protection and cybersecurity, such as the General Data Protection Regulation (“GDPR”) in the EU and U.K., the Personal Information Protection Law (“PIPL”) in China and the California Privacy Rights Act (“CPRA”).

Other jurisdictions have also enacted laws requiring companies to notify individuals and governmental agencies of data security breaches involving certain types of personal data.

Further, we allow employees to work on a hybrid schedule or remotely, which introduces operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to hacking attacks.

We are aware of unauthorized use of non-approved consumer AI tools by our employees.

Such use increases the risk that confidential information, including material non-public information, trade secrets or personally identifiable information, has been or may be input into those tools, which could result in such information becoming part of a dataset that is accessible by third-party applications and users, including our competitors.

We are dependent on the effectiveness of our and our service providers’ information security policies, procedures and capabilities designed to protect our and their computer, network and telecommunications systems, the data such systems contain or transmit and rely on these policies and systems to enable timely escalation of any cyberattack, assessment of materiality and, where required, regulatory and other disclosures.

Measures taken to ensure the integrity of our or our third-party service providers’ systems may not provide adequate protection, may not operate as intended and may not be adequate in the face of new or unforeseen threats, including those exploiting vulnerabilities in widely-used software, AI tools or third-party platforms.

A successful cyberattack, intrusion, compromise of credentials, ransomware event, destruction or corruption of data, loss or misuse of sensitive information or other cybersecurity incident affecting us or our service providers could result in, among other things, loss or unauthorized use or disclosure of confidential or proprietary information, operational disruptions, loss of availability or integrity of critical systems or data, inability to timely process transactions or calculate and report NAV, loss of intellectual property, theft or diversion of funds and damage to equipment and systems.

Such an incident, or the perception that one has occurred, could subject us to significant costs and liabilities, including incident response, remediation and system hardening costs, restoring data and systems, legal and consulting fees, costs associated with notification to and remediation for affected individuals, responding to regulatory investigations or examinations, litigation and indemnity obligations, increased insurance premiums, coverage limitations or the unavailability of cyber insurance and reputational damage that could adversely affect our ability to attract and retain clients or raise capital for our products.

Additionally, although the prevalence and scope of applications of distributed ledger technology, digital assets, cryptocurrency and similar technologies is growing, the technology is new and may be vulnerable to cyberattacks or have other inherent technological weaknesses.

We and the specialized funds and customized separate accounts we manage are exposed to risks, and may become exposed to additional risks, related to distributed ledger technology and the financial products that use it, such as blockchain, cryptocurrencies and other digital assets, or decentralized finance and related applications, including through our offering funds and other products in tokenized formats, our partnering with and reliance on companies that use, develop, or rely on distributed ledger technology and use of distributed ledger technology by third-party vendors, clients, counterparties and other financial intermediaries with who we transact.

Market volatility of financial products

using distributed ledger technology may increase these risks and may also expose us to increased compliance risks.

Cybersecurity, privacy and data protection are a top priority for regulators in the United States and around the world.

Many jurisdictions in which we operate have laws and regulations relating to privacy, data protection and cybersecurity, such as the General Data Protection Regulation (“GDPR”) in the EU and U.K., the Personal Information Protection Law (“PIPL”) in China, the SEC’s cybersecurity disclosure rules and the California Privacy Rights Act (“CPRA”).

Some jurisdictions have also enacted laws requiring companies to notify individuals and governmental agencies of data security breaches involving certain types of personal data.

These rules could increase our compliance costs and potential regulatory liability.

There are substantial financial penalties for breach of the GDPR.

If we fail to comply with relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of breach in a timely manner, it could result in regulatory investigations and material penalties, which could lead to negative publicity and may cause our clients to lose confidence in the effectiveness of our security measures and us more generally.

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Personal data is wide ranging and relates to our clients, employees, counterparties and other third parties.

Any actual or perceived inability by us to adequately address privacy concerns, or comply with applicable privacy laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruptions to our business and operations, and a loss of client confidence and other reputational damage.

Any actual or perceived inability by us to adequately address privacy concerns, or comply with applicable data security or privacy laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruptions to our business and operations, and a loss of client confidence and other reputational damage.

As new privacy and data protection laws and regulations are implemented, the time and resources needed for us to seek compliance with such laws and regulations continues to increase.

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state laws and regulations, including, without limitation the CPRA, which provides for enhanced privacy protections for California residents, a private right of action for data breaches and statutory fines and damages for data breaches or other CPRA violations, as well as a requirement of “reasonable” cybersecurity.

Further, the SEC has adopted amendments to Regulation S-P that require notification to clients and customers in the event of privacy breaches and impose deadlines to implement policies for oversight of service providers.

Further, the SEC has adopted amendments to Regulation S-P requiring covered institutions, including registered investment advisors, to adopt written policies and procedures creating incident response programs to address unauthorized access to customer information, including procedures for notifying affected customers and clients within 30 days, and requiring formal policies for the oversight of service providers handling customer information.

We are also required to comply with foreign data collection and privacy laws, including the GDPR in the EU and U.K., the PIPL in China, and laws in various other jurisdictions in which we have offices or conduct business, including Switzerland, Japan, Hong Kong, Singapore, Australia, Canada, the United Arab Emirates, Chile and Mexico.

Financial regulators and data protection authorities throughout the EU and U.K.

have broad audit and investigatory powers under the GDPR to probe how personal data is being used and

have broad audit and investigatory powers under the GDPR to probe how personal data is being used and processed.

Penalties for non-compliance can be material.

Global laws in this area are rapidly increasing in the scale and depth of their requirements, and are also often extra-territorial in nature.

Global laws in this area are rapidly increasing in the

scale and depth of their requirements, and are also often extra-territorial in nature.

In addition, many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy, and private actors are seeking to enforce these laws across regions and borders.

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These legal, regulatory and contractual obligations heighten our privacy obligations in the ordinary course of conducting our business in the United States and globally.

As new data protection and privacy‐related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations continues to increase.

While we have taken various measures to help ensure that our policies, processes and systems are in compliance with our obligations, our potential liability remains, particularly given the continued and rapid development of privacy laws and regulations around the United States and the world, varied requirements from jurisdiction to jurisdiction, increased enforcement action and significant monetary penalties.

Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.

Artificial intelligence, including machine learning technology and generative artificial intelligence (“AI”), is rapidly evolving.

While the full extent of current or future risks related thereto is not possible to predict, AI could significantly disrupt the business models and markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, which could have a material adverse effect on our business, financial condition and results of operations.

We use and plan to expand our use of AI tools and technologies in the operation of our business.

These uses come with potential risks, including, but not limited to, generation of inaccurate results, misappropriation of our confidential information, potential cybersecurity vulnerabilities and regulatory burdens.

Technological developments in AI could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.

AI, including machine learning technology and generative and agentic AI, is rapidly evolving.

While we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such development, AI could significantly disrupt the business models and markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, which could have a material adverse effect on our business, financial condition and results of operations.

We currently use, and plan to expand our use of, AI tools and technologies in the operation of our business, including to support investment research and portfolio analytics, enhance client reporting and investor education, assist with software development and other technology workflows, and help automate certain operational, compliance and legal processes.

These uses come with potential risks, including, but not limited to, generation of inaccurate, incomplete or biased results, misappropriation of our confidential information, potential cybersecurity vulnerabilities and regulatory burdens.

Data in models that AI technologies use are likely to contain a degree of inaccuracy and error, which could result in flawed algorithms and the generation of incomplete, inaccurate or biased results.

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There is also a risk that AI tools or applications may be misused or misappropriated by our employees and/or third parties engaged by us.

For example, an employee may input confidential information, including material non-public information, trade secrets, or personal identifiable information, into AI technologies, resulting in such information becoming part of a dataset that is accessible by third-party AI applications and users, including our competitors.

For example, employees may input confidential information, including material non-public information, trade secrets, or personally identifiable information, into AI technologies, resulting in such information becoming part of a dataset that is accessible by third-party AI applications and users, including our competitors.

Such actions could subject us to legal and regulatory investigations and/or actions.

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The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.

In addition, errors or failures in how we design, implement, monitor, document or govern our internal use of AI tools (including with respect to training data, model selection, human oversight and recordkeeping) could result in operational disruptions, flawed analyses or recommendations, inconsistent treatment of clients or portfolio companies, or non-compliance with our own policies and procedures.

We may also be exposed to competitive risks related to the adoption of AI or other new technologies by others within our industry.

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In addition, our investments in technology systems and AI may not deliver the benefits we expect, which could be costly for our business.

Further, we have and may continue to communicate externally regarding artificial technology-related initiatives, including our development and use of AI technologies, which subjects us to the risk of being accused of making inaccurate or misleading statements regarding our ability to avail ourselves of the potential benefits of AI.

Finally, regulations related to AI may also impose on us certain obligations and costs related to monitoring and compliance, and we could be subject to regulatory actions if we are deemed not to have complied.

Regulators in a number of jurisdictions, including the EU, the United States and various U.S.

states, have begun to adopt or consider laws and regulations governing the development and use of AI systems.

These frameworks are evolving and in some cases not yet harmonized, and may impose requirements relating to risk assessment, data governance, transparency, human oversight and recordkeeping.

We also face risk that our public disclosures about our use of AI tools, products or strategies could be alleged to be incomplete, inaccurate or misleading, including claims that we have overstated the capabilities or impact of AI in our business, also known as AI-washing.

Any regulatory change, investigation or allegation could result in increased compliance costs, delay or limit our use of AI technologies, subject us or our portfolio companies to fines or other penalties, or otherwise adversely affect our business, reputation, financial condition and results of operations.

Our failure or inability to obtain, maintain, protect and enforce our trademarks, service marks, trade names and other intellectual property rights could adversely affect our business, including the value of our brands.

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In addition, our trade names, logos and website names and URL addresses are owned by us or have been licensed to us.

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

Despite our efforts to obtain, maintain, protect and enforce our trademarks, service marks, trade names and other intellectual property rights in the United States and other jurisdictions, there can be no assurance that these protections will be available in all cases, and our trademarks, service marks, trade names or other intellectual property rights could be challenged, invalidated, declared generic, circumvented, infringed or otherwise violated.

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

We may be unable to successfully resolve conflicts to our satisfaction.

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In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors has been increasing.

Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our clients and third parties, including our clients’ stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading statements made in connection with securities and other transactions.

Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our clients and third parties, including our clients’

stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading statements made in connection with securities and other transactions.

In our investment management business, we make investment decisions on behalf of our clients, or make investment recommendations to our clients, that could result in substantial losses.

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From time to time, we have been and may in the future be subject to legal action and incur significant legal expenses in defending such litigation.

In addition, negative publicity and press speculation about us, our investment activities or the private markets in general, whether or not based in truth, or litigation or regulatory action against us or any third-party managers recommended by us or involving us may tarnish our reputation and harm our ability to attract and retain clients and materially adversely affect our financial condition or results of operations.

Also, events that damage the reputation of our

industry generally, such as highly publicized incidents of fraud or other scandals, could have a material adverse effect on our business, regardless of whether any of these events directly relate to our specialized funds, customized separate accounts or advisory accounts.

In addition, negative publicity and press speculation about us, our investment activities or the private markets in general, whether or not based in truth, or litigation or regulatory action against us or any third-party managers recommended by us or involving us may tarnish our reputation, harm our ability to attract and retain clients, introduce volatility into the price of our Class A common stock and materially adversely affect our financial condition or results of operations.

In addition, market participants have in the past, and may in the future, publish negative reports or commentary about us or our industry, including while holding short positions in our Class A common stock, which could damage our reputation, divert management attention, trigger regulatory or other scrutiny and cause the market price of our Class A common stock to decline, regardless of whether such statements contain mischaracterizations.

Also, events that damage the reputation of our industry generally, such as highly publicized incidents of fraud or other scandals, could have a material adverse effect on our business, regardless of whether any of these events directly relate to our specialized funds, customized separate accounts or advisory accounts.

Substantial legal or regulatory liability could materially and adversely affect our business, financial condition or results of operations or cause significant reputational harm to us, which could seriously harm our business.

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We intend to continue to grow our non-U.S.

business, including growth into new regions with which we have less familiarity and experience, and this growth is important to our overall success.

business, including growth into new regions with which we have less familiarity and experience, and we believe this growth is important to our overall success.

In addition, many of our clients are non-U.S.

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• potentially adverse tax consequences, such as trapped foreign losses;

• less stable political and economic environments;

• potentially heightened risk of theft or compromise of data and intellectual property, in particular in those jurisdictions that do not have levels comparable to the United States of protection of proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and client information and records;

• less developed, stable or adverse political and economic environments;

• less developed and efficient financial markets;

• the absence of uniform accounting, auditing, and financial reporting standards, practices, and disclosure requirements and less government supervision and regulation;

information and assets such as intellectual property, trademarks, trade secrets, know-how and client information and records;

• political hostility to investments by foreign or private equity investors;

• potentially compromised protections or rights to technology, data and intellectual property due to government regulation;

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If our international business increases relative to our total business, these factors could have a more pronounced effect on our results of operations or growth prospects.

Our international investment vehicles are also subject to different reporting requirements.

Information pertaining to such vehicles may be disseminated on a different cadence than the information we are required to report to our stockholders, and local regulations may require that such information be available to investors in certain jurisdictions.

A significant amount of the investments of our specialized funds, customized separate accounts and advisory accounts include private markets funds that are located outside the United States or that invest in portfolio companies located outside the United States.

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Our business, financial condition and results of operations could be adversely impacted, possibly materially, if we are unable to successfully manage these and other risks of international operations in a volatile environment.

If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results or growth prospects.

We may face increased costs, damage to our professional reputation or face regulatory scrutiny over our commitments and disclosures regarding ESG- and climate- related matters.

We may communicate certain initiatives, commitments and goals regarding environmental, diversity and other ESG-related matters in our SEC filings or in other public disclosures by us or our specialized funds, which could subject us to scrutiny.

For example, we have committed to offset our operational emissions going back to 2019 and to reach net zero emissions across our discretionary assets under management on or before 2050.

These goals could be difficult and expensive to implement, the personnel, processes and technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we may not be able to accomplish them within the timelines we announce or at all.

We could, for example, determine that it is not feasible or practical to implement or complete certain of such initiatives, commitments or goals based on cost, timing or other considerations.

If our international business increases relative to

our total business, these factors could have a more pronounced effect on our operating results or growth prospects.

We may face increased costs, damage to our professional reputation or face regulatory scrutiny over our commitments, disclosures and practices regarding sustainability, responsible investing and related matters.

We may communicate certain initiatives, commitments and goals regarding our approach to responsible investing and sustainability in our SEC filings or in other public disclosures by us or our specialized funds, which could subject us to scrutiny.

For example, we have committed to offset our operational greenhouse gas (“GHG”) emissions going back to 2019, including our Scope 1, Scope 2 and select Scope 3 emissions, and we have established a goal to reach net zero GHG emissions across our discretionary assets under management on or before 2050.

These goals could be difficult and expensive to implement, the personnel, processes and technologies needed to implement them may not be cost effective and may not advance at a sufficient pace to support improvement, and we may not be able to accomplish them within the timelines we seek or at all.

We could, for example, determine that it is not feasible or practical to implement or complete certain of such initiatives, commitments or goals due to cost, timing or other considerations.

We may come under scrutiny for the scope or nature of our goals, and progress towards or revisions to our goals, which could lead to regulatory scrutiny or penalties, damage to our reputation, and a reduction of stakeholder trust, any of which could ultimately adversely affect our profitability.

Our reputation may be harmed if certain stakeholders, such as our clients or stockholders, believe that we are not adequately or appropriately responding to climate change, or conversely, are focusing on climate change in a way that is inconsistent with fiduciary or investor obligations, including through the way in which we operate our business, the composition of our specialized funds’ and customized separate accounts’ existing portfolios, the new investments made by them, or the decisions we make to continue or change our activities in response to climate change considerations.

We could be scrutinized for the accuracy, adequacy or completeness of the disclosure related to our or our specialized funds’ or customized separate accounts’ ESG- and climate-related policies, practices, initiatives, commitments and goals, and associated progress.

Disclosure may be based on frameworks and standards for measuring progress that are not yet standardized and are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Further, as part of our ESG

practices, we rely from time to time on third-party data, services and methodologies and such services, data and methodologies could prove to be incomplete or inaccurate.

If our or such third parties’ ESG-related data, processes or reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG- or sustainability- related goals, we may be subject to enforcement action and our reputation could be adversely affected, particularly if we were to be accused of “greenwashing” in connection with such matters.

A pandemic or global health crisis may adversely impact our performance and results of operations.

The occurrence of a pandemic or global health crisis like the COVID-19 pandemic could adversely impact our business, financial condition, results of operations, liquidity and prospects materially and exacerbate many of the other risks discussed in this Form 10-K.

It is not possible to predict with certainty the possible future business and economic ramifications arising from the occurrence of another pandemic or global health crisis, but such events could:

(i) restrict our ability to easily travel and meet with prospective and current clients in person (which inhibits building and strengthening our relationships with them);

(ii) impede our ability to market our funds and attract new business (which may result in lower or delayed revenue growth);

(iii) restrict our ability to conduct on-site due diligence as may be appropriate for a potential investment (which can impede the identification of investment risks);

(iv) cause a slowdown in fundraising activity (which could result in delayed or decreased management fees);

(v) cause a slowdown in our deployment of capital (which could adversely affect our revenues and our ability to raise capital for new or successor funds);

(vi) limit the ability of general partners to exit existing investments (which could decrease incentive fee revenue);

and (vii) adversely impact our liquidity and cash flows due to declines in revenues.

Further, our specialized funds and customized separate accounts could be invested in industries that are materially impacted, and companies in those industries could suffer materially, become insolvent or cease operations altogether, any of which would decrease the value of the investments and/or cause significant volatility in valuations.

Decreases in public markets and credit indices as well as decreases in current or future estimated performance of underlying portfolio companies may result in negative valuation adjustments that will be reported on a three-month lag in accordance with our accounting policy.

Adverse investment valuations directly impact our investments, equity in income of investees, unrealized carried interest, AUM and AUA for the period.

Operational risks of another pandemic include employee illness reducing productivity, potential litigation from employees over safety measures, rapidly changing local laws leading to compliance challenges, remote work impacting morale, efficiency, effectiveness, and security vulnerabilities.

Third-party service providers may also face pandemic-related operational difficulties or increased cyber threats.

Stakeholder views regarding sustainability- and responsible-investing matters are increasingly divergent and, in some jurisdictions, politically contested, and we may face reputational harm, loss of clients or investors, or increased scrutiny regardless of whether we are perceived as doing too much or too little with respect to such matters.

We could be scrutinized for the accuracy, adequacy or completeness of our disclosure related to our or our specialized funds’ or customized separate accounts’ responsible investing- and sustainability-related policies, practices, initiatives, commitments and goals, and associated progress.

Such disclosure may be based on frameworks and standards for measuring progress that are not yet standardized and are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Further, as part of our sustainability and responsible investing practices, we rely from time to time on third-party data, services and methodologies and such data, services and methodologies could prove to be incomplete or inaccurate.

If our or such third parties’ data, processes or reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our responsible investing- or sustainability- related goals, we may be subject to enforcement action and our reputation could be adversely affected, particularly if we were to be accused of “greenwashing” in connection with such matters.

We may publish climate-related and stewardship reports that draw on emerging disclosure frameworks in advance of any binding legal requirements.

Statements we make regarding these matters may be communicated across multiple channels (including SEC filings, websites, investor presentations, marketing materials, and third-party platforms), and we may face increased risk that such statements are alleged to be inconsistent, incomplete, or misleading when viewed collectively or in hindsight.

Our reporting may also be compared against third-party ratings, benchmarks or methodologies that are not uniform, may conflict with one another and may change over time.

We cannot control how third parties evaluate or characterize our disclosures or practices, and adverse ratings or assessments could negatively affect our reputation or our ability to attract and retain clients and investors.

Risks Related to Our Industry

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• some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our specialized funds, particularly funds that directly use leverage or rely on debt financing of their portfolio companies to generate superior investment returns;

• some of our competitors may be more successful than us in the development of new products to address investor demand for new or different investment strategies and/or regulatory changes, including with respect to products with mandates that incorporate ESG considerations, or products that are targeted toward retail;

• further innovations in financial technology (or fintech) have the potential to disrupt the financial industry and change the way financial institutions, as well as investment managers, do business, and could exacerbate these competitive pressures;

• some of our competitors may be more successful than us in the development and implementation of new technology, including AI technology, to service clients and address investor demand for product and strategy innovation;

• some of our competitors may have instituted, or may institute, low cost, high speed financial applications and services based on AI, and new competitors may enter the investment management space using new investment platforms based on artificial intelligence;

• some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain strategies or investments than us and/or bear less compliance expense than us;

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This competitive pressure could adversely affect our ability to make successful investments and restrict our ability to raise future funds, either of which would materially and adversely impact our business, financial condition and results of operations.

Difficult or volatile market, economic and geopolitical conditions can adversely affect our business and the investments made by our specialized funds, customized separate accounts and advisory accounts in many ways, each of which could materially reduce our revenue, earnings and cash flow.

Our business and the performance of investments made by our specialized funds, customized separate accounts and advisory accounts can be materially affected by difficult or volatile market, economic and geopolitical conditions and events in the United States or throughout the world that are outside our control, including interest rates, inflation, economic recession, the availability of credit, changes in laws, tariffs and trade barriers, public health crises, natural disasters, civil unrest, trade conflicts, war or threat of war, terrorism or political uncertainty.

These factors may affect the level and volatility of securities prices and the liquidity and value of investments, and we may not be able to or may choose not to manage our exposure to them.

In April 2025, the United States announced the imposition of significant tariffs on countries throughout the world, and many countries threatened and/or retaliated by levying significantly increased tariffs against the United States.

These events created widespread and ongoing market volatility and global economic uncertainty.

The United States has since paused and/or reduced many of its recently imposed tariffs, and certain U.S.

trading partners have acted reciprocally.

Future developments are uncertain and impossible to predict.

In addition, inflation remains high and geopolitical conflicts outside of our control, including the ongoing war between Russia and Ukraine and ongoing conflicts in the Middle East, have contributed and may continue to contribute to volatility in the global financial markets.

The continued implementation of, or reinstatement of, increased tariffs by and against the United States, together with global market volatility and global economic uncertainty add to the various risks and uncertainties in the business environment in which we operate and may have various negative impacts on our business and results of operations, including with respect to decreased valuations of investments by our specialized funds and customized separate accounts, deployments, realizations, and fundraising activities.

Further, if such market volatility and uncertainty were to result in a global economic recession, our performance and the performance of our specialized funds and customized separate accounts could be adversely impacted in various ways, as discussed further below.

Difficult or volatile market, economic and geopolitical conditions and catastrophic events can adversely affect our business and the investments made by our specialized funds, customized separate accounts and advisory accounts in many ways, each of which could materially reduce our revenue, earnings and cash flow.

Our business and the performance of investments made by our specialized funds, customized separate accounts and advisory accounts can be materially affected by difficult or volatile market, economic and geopolitical conditions and events in the United States or throughout the world that are outside our control, including interest rates, inflation, economic recession, the availability and cost of credit, changes in laws, tariffs and trade barriers, sanctions and export controls, currency exchange rates, public health crises, natural disasters and other catastrophic events, climate-related events, civil unrest, trade conflicts, war or threat of war, terrorism or political uncertainty.

These factors may affect the level and volatility of securities and other asset prices and the liquidity and valuations and realizable value of investments, and we may not be able to or may choose not to manage our exposure to them in a way that fully mitigates their impact.

During 2025 and early 2026, trade tension and uncertainty persisted with the imposition of tariffs by the United States against trading partners around the world and retaliatory tariffs from other countries.

In addition, interest rates remain elevated relative to recent historical levels and inflation remains above target levels.

Geopolitical conflicts outside of our control, including wars with Iran and in the Middle East and between Russia and Ukraine, have caused significant volatility in the global financial markets.

Disruptions to global energy markets and to key shipping routes, can further increase inflationary pressures and impair economic growth.

Such global market volatility and global economic uncertainty add to the various risks and uncertainties in the business environment in which we operate and may have various negative impacts on our business and results of operations, including with respect to decreased valuations of investments by our specialized funds and customized separate accounts, decreased deployments and/or realizations, and adverse impacts on our fundraising activities.

Furth er, if market volatility and uncertainty were to result in a global economic recession, our performance and the performance of our specialized funds and customized separate accounts could be adversely impacted in various ways, as discussed further below.

In addition, our fundraising efforts in non-U.S.

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Further, although we are a global company, we are headquartered in the United States.

An increase in anti-American sentiment globally could have a negative impact on our fundraising with clients and investors outside of the United States.

An increase in anti-American sentiment globally or a deterioration in perceptions of U.S.-based financial institutions could have a negative impact on our fundraising with clients and investors outside of the United States.

A decline in the pace or size of our fundraising could in turn reduce our revenues.

See “—A decline in the pace or size of fundraising or investments made by us on behalf of our specialized funds or customized separate accounts may adversely affect our revenues.”

Market deterioration has caused, and may in the future cause, us, the specialized funds and customized separate accounts we manage and the funds in which they invest to experience tightening of liquidity, reduced earnings and cash flow and impairment charges, as well as challenges in raising and deploying capital, obtaining investment financing and making investments on attractive terms.

We are also affected by natural disasters or catastrophes, such as public health crises, pandemics, epidemics, security events, and weather events, any of which could have an adverse impact on our ability to conduct our business.

Such events outside of our control could:

limit or even materially prohibit our ability to conduct any operations or investment activities in certain locations;

restrict our ability to travel and meet with prospective and current clients in person;

impede our ability to market our funds and attract new business

(which may result in lower or delayed revenue growth);

restrict our ability to conduct onsite due diligence (which may impede our ability to identify investment risk);

cause a slowdown in fundraising activity (which could result in delayed or decreased management fees);

cause a slowdown in our deployment of capital (which could adversely affect our revenues and our ability to raise capital for new funds);

limit the ability of general partners to exit existing investments (which could decrease incentive fee revenue and adversely impact our liquidity and cash flows);

and adversely impact our liquidity and cash flows due to declines in revenues.

Further, our specialized funds and customized separate accounts could be invested in industries materially impacted by such events outside our control, and such companies in those industries could suffer materially, become insolvent or cease operations altogether, which would decrease the value of our investments and/or cause significant volatility in valuations.

These events outside of our control, and actions taken in response to them, may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices (including our common stock), valuation, material interest rate changes, supply chain disruptions, such as simultaneous supply and demand shock to global, regional and national economies, and an increase in inflationary pressures.

These events and the disruptions that they cause, alone or in combination, also have the potential to strain or deplete our infrastructure and response capabilities generally, and to increase costs, each of which could materially and adversely affect us.

Market deterioration has caused, and may in the future cause, us, the specialized funds and customized separate accounts we manage and the funds in which they invest and their underlying portfolio companies to experience tightening of liquidity, reduced earnings and cash flow and impairment charges, as well as challenges in raising and deploying capital, obtaining investment financing and making investments on attractive terms.

We have also been required by applicable accounting rules to write down the valuations of investments.

These market conditions have also

impacted our ability and the ability of funds in which we and our clients invest to liquidate positions in a timely and efficient manner.

These market conditions have also impacted our ability and the ability of funds in which we and our clients invest to liquidate positions in a timely and efficient manner.

In times of economic volatility and/or downturn, there are fewer IPOs and sales of the portfolio companies in our funds.

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In addition, during periods of adverse market, economic or geopolitical conditions our specialized funds may have difficulty accessing financial markets, which could make it more difficult or impossible for them to obtain funding for additional investments.

More costly and restrictive financing may also adversely affect the investment returns of our specialized funds with direct investments in leveraged buyout transactions and therefore adversely affect the results of operations and financial condition of these funds.

A general market downturn, or a specific market dislocation, may result in lower investment returns for our funds, which would adversely affect our revenues.

Furthermore, such conditions could also increase the risk of default with respect to investments held by our funds that have significant debt investments.

To the extent our specialized funds’ investments are concentrated in certain geographies or sectors experiencing periods of slowdown or challenging fundamentals, the impact on these funds may be exacerbated.

Our business could generate lower revenue in a general economic downturn or recession or a tightening of global credit markets.

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This can result in a mismatch between stated valuation and current market conditions and can lead to delayed revelations of changes in performance and, therefore, delayed effects on our clients’ portfolios.

If our clients reduce their commitments to make investments in private markets in favor of investments they perceive as offering greater opportunity or lower risk, our revenue or net income could decline as a result of lower fees being paid to us.

If our clients reduce their investments in private markets in favor of investments they perceive as offering greater opportunity or lower risk, our revenue or net income could decline as a result of lower fees being paid to us.

Further, if, due to the lag in reporting, their decision to do so is made after the initial effects of a market downturn are felt by the rest of the economy, the adverse effect we experience as a result of that decision could likewise adversely affect our results of operations on a delayed basis.

In addition, adverse market or

economic conditions may cause investors in our evergreen funds to increase redemption requests, which may put pressure on the redemption limits of these funds and adversely impact our revenues, see “—The exercise of redemption or repurchase rights by investors in our evergreen funds may adversely affect our revenues.”

In addition, our ability to find high-quality investment managers with whom to invest could become more limited in deteriorating or difficult market environments.

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Extensive government regulation, compliance failures and changes in law or regulation could adversely affect us.

Our business activities are subject to extensive and evolving laws, rules and regulations with which we seek to comply, and we are subject to periodic, routine examinations by governmental agencies, including the SEC, and self-regulatory organizations in the jurisdictions in which we operate.

Our business activities are subject to extensive and evolving laws, rules and regulations with which we seek to comply, and we are subject to periodic, routine and for cause examinations by governmental agencies, including the SEC, and self-regulatory organizations in the jurisdictions in which we operate.

Any changes or potential changes in the regulatory framework applicable to our business may impose additional expenses or capital requirements on us, limit our fundraising activities, have an adverse effect on our results of operations, financial condition, reputation or prospects, impair employee retention or recruitment and require substantial attention by senior management.

Currently proposed new rules and amendments to existing rules could significantly impact us and our operations, including by increasing compliance burdens and associated regulatory costs and complexity.

Recently adopted and currently proposed new rules and amendments to existing rules—including the SEC’s amended Marketing Rule, Form PF amendments, beneficial ownership reporting changes, the SEC’s proposal to permit optional semiannual reporting by public companies, and proposals relating to cybersecurity, the use of AI and predictive data analytics, custody, outsourcing and advisor-led secondary transactions—could significantly impact us and our operations, including by increasing compliance burdens and associated regulatory costs and complexity.

In addition, new or changed rules enhance the risk of regulatory action, which could adversely impact our reputation and our fundraising efforts, including as a result of public regulatory sanctions and increased regulatory enforcement activity in the financial services industry.

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expense allocation policies and practices;

restrictions on specific types of investments and the provision and use of leverage;

restrictions on specific types of

investments and the provision and use of leverage;

implementation of capital requirements;

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We could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof.

The current U.S.

administration has stated it intends to reform the Internal Revenue Code and other federal tax laws.

Such changes could adversely affect the amount and/or timing of tax we may be required to pay and may increase our tax-related regulatory and compliance costs.

The timing and details of any such tax reform and the impact on us are uncertain.

In 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OBBBA”), which makes significant changes to the U.S.

Internal Revenue Code and other federal tax laws.

Among other changes, the OBBBA made permanent many of the provisions enacted by the Tax Cuts and Jobs Act of 2017, including the tax rate brackets for individuals and capital expensing provisions.

How the OBBBA will be implemented will depend on future administrative guidance and court rulings.

Congress may also pass additional tax reform legislation in the future.

The timing and details of any such guidance, rulings and legislation and the impact on us are uncertain.

It is unclear whether additional legislation will be enacted into law under the current administration or, if enacted, what form it would take, and it is also unclear whether there could be further regulatory or administrative action that could affect U.S.

See “—Risks Related to our Organizational Structure—In certain circumstances, HLA is required to make distributions to us and the direct and indirect owners of HLA, and the distributions that HLA will be required to make may be substantial.” Other changes that could be enacted in the future, including changes to tax laws enacted by state or local governments in jurisdictions in which we operate, could result in further changes to state and local taxation and materially adversely affect our financial position and results of operations.

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Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

Our advisory and investment management businesses are subject to regulation in the United States, including by the SEC, the Commodity Futures Trading Commission, the Internal Revenue Service (the “IRS”), FINRA and other regulatory agencies, pursuant to, among other laws, the Investment Advisers Act, the Securities Act, the Internal Revenue Code, the Commodity Exchange Act, the Investment Company Act

and the Exchange Act.

Any change in such regulation or oversight may have a material adverse impact on our operating results.

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If, for any reason, these exemptions were to be revoked or challenged or otherwise become unavailable to us, we could be subject to regulatory action or third-party claims, and our business could be materially and adversely affected.

Our failure to comply with applicable laws, regulations or regulatory processes could result in fines, suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser or the registration of our broker-dealer subsidiary.

Our failure to comply with applicable laws, regulations or regulatory processes could result in fines, suspensions of personnel or other sanctions, including revocation of our registration as an investment advisor or the registration of our broker-dealer subsidiary.

Even if an investigation does not result in sanctions, or results in a sanction imposed against us or our personnel that is small in monetary amount, the adverse publicity relating to the investigation or the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.

In recent years, the SEC has increased its regulation of the asset management and private equity industries, focusing on the private equity industry’s fees, allocation of expenses to funds, marketing practices, allocation of fund investment opportunities, disclosures to fund investors, the allocation of broken-deal expenses, general conflicts of interest disclosures, valuation practices and other fiduciary obligations.

In recent years, the SEC has increased its regulation of the asset management and private equity industries, focusing on private advisors’ fees, allocation of expenses to funds, marketing practices, allocation of fund investment opportunities, disclosures to fund investors, the allocation of broken-deal expenses,

general conflicts of interest disclosures, valuation practices and other fiduciary obligations.

The SEC has also increased its focus on investment advisors’ use of AI and predictive data analytics, custody of client assets and outsourcing to service providers.

In addition, the SEC will be responsible for examining investment advisors’ compliance with a new FinCEN rule, currently scheduled to take effect on January 1, 2028, that will require certain investment advisors to adopt formal anti-money laundering programs and to file suspicious activity reports, and a related joint FinCEN-SEC customer identification program rule for investment advisors.

The lack of readily ascertainable market prices for many of the investments made by our specialized funds or customized separate accounts or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC.

In addition, the SEC has recently focused scrutiny on investment advisers and other financial firms for insufficient monitoring of off-channel communications.

In addition, the SEC and other regulators have continued to bring enforcement actions, and to impose substantial monetary penalties, against investment advisors and broker-dealers for insufficient monitoring and preservation of “off-channel” business communications conducted on personal devices and unapproved messaging applications.

We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S.

or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets by increasing our compliance costs, requiring changes to our policies and procedures or subjecting us to additional examination and enforcement risk.

We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

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Our failure to comply with these requirements could have a material adverse effect on our business.

In addition, HLA is registered as an investment adviser with the SEC and is subject to the requirements and regulations of the Investment Advisers Act.

Such requirements relate to, among other things, restrictions on entering into transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an adviser and their advisory clients, as well as general anti-fraud prohibitions.

As a registered investment adviser, HLA has fiduciary duties to its clients.

In addition, HLA is registered as an investment advisor with the SEC and is subject to the requirements and regulations of the Investment Advisers Act.

Such requirements relate to, among other things, restrictions on entering into transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an advisor and their advisory clients, as well as general anti-fraud prohibitions.

As a registered investment advisor, HLA has fiduciary duties to its clients.

Similarly, our subsidiary, Hamilton Lane Securities LLC, is registered as a broker-dealer with the SEC and FINRA, and it is subject to their rules and regulations.

We regularly are subject to requests for information, inquiries and routine informal or formal examinations by the SEC and other regulatory authorities with which we cooperate.

Such examinations can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or termination of our investment adviser or broker-dealer registrations or the commencement of a civil or criminal lawsuit against us or our personnel.

Such examinations can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or termination of our investment advisor or broker-dealer registrations or the commencement of a civil or criminal lawsuit against us or our personnel.

SEC actions and initiatives can have an adverse effect on our financial results.

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The requirements imposed by our regulators under the Investment Advisers Act are designed primarily to ensure the integrity of the financial markets and to protect our clients and are not designed to protect our stockholders.

block or impose conditions with respect to certain transactions, such as investments, acquisitions and divestitures, if such transaction threatens to impair national security.

In addition, a number of jurisdictions, including the United States, have restrictions on foreign direct investment pursuant to which their respective heads of state and/or regulatory bodies have the authority to block or impose conditions with respect to certain transactions, such as investments, acquisitions and divestitures, if such transaction threatens to impair national security.

In the United States, the Committee on Foreign Investment in the United States has the authority to review and potentially block, unwind or impose conditions on certain foreign investments in U.S.

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Further, in August 2023, the prior United States presidential administration issued an executive order prohibiting certain investments by U.S.

persons in advanced technology sectors in China and jurisdictions designated as “countries of concern.” In February 2025, the new United States administration issued a memorandum describing enhanced restrictions on outbound investments into China, as well as on Chinese investments in the United States.

persons in advanced technology sectors in China and jurisdictions designated as “countries of concern.” In February 2025, the current United States presidential

administration issued a memorandum describing enhanced restrictions on outbound investments into China, as well as on Chinese investments in the United States.

These actions could negatively impact our ability to raise capital from and deploy capital in such jurisdictions, including if the administration seeks to expand such limitations.

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Lastly, governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies could adversely impact our investments, deployments, realizations, fundraising, and revenues.

See — “Difficult or volatile market, economic and geopolitical conditions can adversely affect our business and the investments made by our specialized funds, customized separate accounts and advisory accounts in many ways, each of which could materially reduce our revenue, earnings and cash flow.”

See “—Difficult or volatile market, economic and geopolitical conditions and catastrophic events can adversely affect our business and the investments made by our specialized funds, customized separate accounts and advisory accounts in many ways, each of which could materially reduce our revenue, earnings and cash flow.”

Federal, state and foreign anti-corruption and sanctions laws create the potential for significant liabilities and penalties and reputational harm.

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If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could negatively affect our business, operating results and financial condition.

In addition, we may be subject to

successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or other export control laws committed by companies in which we or our funds invest or which we or our funds acquire.

In addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or other export control laws committed by companies in which we or our funds invest or which we or our funds acquire.

While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption, sanctions and export control laws in jurisdictions in which we operate, such policies and procedures may not be effective to prevent violations.

Any determination that we have violated the FCPA or other applicable anti-corruption, sanctions or export control laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial condition, results of operations or the market value of our Class A common stock.

confidence, any one of which could adversely affect our business prospects, financial condition, results of operations or the market value of our Class A common stock.

Regulation of investment advisors outside the United States could adversely affect our ability to operate our business.

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

In many of these countries and jurisdictions, which include the U.K., the EU, the EEA, certain of the individual member states of each of the EU and EEA, Australia, Canada, Chile, China, Hong Kong, Israel, Japan, Mexico, Singapore, South Korea, Switzerland and the United Arab Emirates, we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements.

In many of these countries and jurisdictions, which include the EU, the EEA, certain of the individual member states of each of the EU and EEA, Australia, Canada, Chile, China, Hong Kong, Israel, Japan, Mexico, Singapore, South Korea, Switzerland, the United Arab Emirates and the U.K., we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements.

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

Failure to maintain compliance with applicable laws and regulations in any such jurisdictions could result in regulatory intervention (including censures, fines, limits on our activities or the suspension or revocation of regulatory authorizations), could adversely affect our business or ability to provide services to our clients and could harm our reputation.

Across the EU and U.K., we are subject to the AIFMD, which regulates, among other things, registration for marketing activities, the structure of remuneration for certain of our personnel and reporting obligations.

Certain requirements of the AIFMD and the interpretation thereof remain uncertain and may be subject to change.

Changes to AIFMD have been adopted, most of which will come into effect in 2026.

These changes could increase the compliance burdens on certain of our funds.

Individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements.

Because some EEA countries have not yet incorporated the AIFMD into their agreement with the EU, we may undertake marketing activities and provide services in those EEA countries only in compliance with applicable local laws.

In 2024, the EU adopted AIFMD II, which introduces changes relating to delegation arrangements and minimum substance requirements for EU AIFMs, liquidity risk management and liquidity-management tools, supervisory reporting, the provision of depositary and custody services and the regulation of loan-originating alternative investment funds, including leverage limits and additional conditions for open-ended loan-originating funds.

EU member states were required to transpose AIFMD II into national law by April 16, 2026.

In parallel, the U.K.

has consulted on, and begun to implement, reforms to its domestic alternative investment fund manager regime.

These developments may increase the compliance, operational and reporting burdens for certain of our funds and could affect our ability to market and manage our products efficiently in these jurisdictions.

Individual member states of the EU, as well as Switzerland, have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements.

In certain other jurisdictions, we are subject to various securities and other laws relating to fundraising and other matters.

Failure to maintain compliance with applicable laws and regulations could result in regulatory intervention, adversely affect our business or ability to provide services to our clients and harm our reputation.

In the EU, the MiFID II requires, among other things, all MiFID II investment firms to comply with prescriptive disclosure, transparency, reporting and recordkeeping obligations and obligations in relation to the receipt of investment research, best execution, product governance and marketing communications.

In some cases, these regimes restrict the ability of non-local firms to market funds or provide advisory services without obtaining local authorizations or complying with specific conduct and disclosure rules, and may change with limited notice.

Any such changes, or any inability or perceived failure to comply with applicable local laws and regulations, could require us to alter or cease certain activities in affected jurisdictions, limit our ability to raise capital or provide services there, subject us to sanctions, fines or other penalties, or otherwise adversely affect our business or reputation.

In the EU, MiFID II requires, among other things, all MiFID II investment firms to comply with prescriptive disclosure, transparency, reporting and recordkeeping obligations and obligations in relation to the receipt of investment research, best execution, product governance and marketing communications.

As we operate investment firms which are subject to MiFID II, we have implemented policies and procedures to comply with MiFID II where relevant, including where certain rules have an extraterritorial impact on us.

Compliance with MiFID II has resulted in greater overall complexity, higher compliance, administration and operational costs, and less overall flexibility.

It is expected that additional laws and regulations will come into force in the U.K., EEA, the EU, and other countries in which we operate over the coming years.

Regulation (EU) 2019/2033 on the prudential requirements for investment firms (“IFR”) and Directive (EU) 2019/2034 on the prudential supervision of investment firms (“IFD”) impose a prudential regime for those of our EU investment firms that are subject to MiFID II, including general capital requirements, liquidity requirements, remuneration requirements, requirements to conduct internal capital adequacy assessments and additional requirements on disclosures and public reporting.

The legislation could hinder our ability to deploy capital as freely as we would wish and to recruit and incentivize staff.

Different and extended internal governance, disclosure, reporting, liquidity and group “prudential” consolidation requirements (among other things) could also have a material impact on our EU-based operations.

Further, the U.K.

has established its own prudential regime for investment firms that are subject to MiFID II (as implemented in the U.K.), which is intended to achieve similar outcomes to the IFR and IFD.

We are also subject to DORA in the EU, which took effect in 2025, and imposes requirements on financial entities, including AIFMs, relating to information and communications technology risk management, incident reporting, digital operational resilience testing and third-party risk management.

In addition, certain regulatory requirements and proposals in the EU and U.K.

intended to enhance protection for retail investors and impose additional obligations on the distribution of certain products to retail investors may impose additional costs on our operations and limit our ability to access capital from retail investors in such jurisdictions.

intended to enhance protection for retail investors and impose additional obligations on the distribution of certain products to retail investors may impose additional costs on our operations and limit our ability to raise capital from retail investors in such jurisdictions.

These laws and regulations, and any changes in them, may affect our costs and manner of conducting business in one or more markets, the risks of doing business, the assets that we manage or advise, and our ability to raise capital from investors.

Any failure by us to comply with either existing or new laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

We are subject to increasing scrutiny and shifting demands with respect to ESG matters from our investors, regulators and other stakeholders.

We, our specialized funds and customized separate accounts and portfolio companies in which our specialized funds and customized separate accounts invest are subject to increasing scrutiny and shifting demands from clients, investors, regulators, elected officials, stockholders and other stakeholders with respect to ESG matters, including with respect to the role of ESG in the investment process.

These shifting perspectives could impact us in the following ways:

• Return potential for certain investors may be hampered by their preferences related to ESG integration in the investment process.

Certain investors have demonstrated an increased focus on ESG in their investments, including by urging asset managers to take certain actions that could adversely affect the value of an investment, or refrain from taking certain actions that could improve the value of an investment.

These investor actions have the potential to reduce the returns that we can achieve on their behalf.

• As investor and client perspectives evolve, we may not be able to adequately anticipate or successfully meet the changing needs of our clients and investors, which could lead to adverse impacts on our fundraising capabilities.

• Our reputation may be harmed if certain stakeholders, such as our clients or stockholders, believe that we or they are not adequately or appropriately responding to climate change, or conversely, are focusing on climate change in a way that is inconsistent with fiduciary or investor obligations, including through the way in which we operate our business, the composition of our specialized funds’ and customized separate accounts’ existing portfolios, the new investments made by them, or the decisions we make to continue to conduct or change our activities in response to climate change considerations.

• Certain clients and investors have also begun to request or require data and/or use third-party benchmarks and ESG ratings to allow them to monitor the ESG impact of their investments.

We are subject to shifting and divergent demands with respect to sustainability, responsible investing and related matters from our investors, regulators and other stakeholders across the jurisdictions in which we operate.

We, our specialized funds and customized separate accounts and portfolio companies in which our specialized funds and customized separate accounts invest are subject to shifting and increasingly divergent demands with respect to responsible investing and sustainability-related matters, including with respect to the role of responsible investing principles in the investment process.

These expectations are evolving and are not uniform, and in some cases can be in tension with one another, including between certain U.S.

jurisdictions and European jurisdictions where regulators and many investors generally expect greater consideration and disclosure of sustainability-related factors.

These shifting pressures could impact us in the following ways:

• Certain investors may condition capital commitments in ways that may constrain our capital deployment opportunities, including by limiting investment opportunities in certain sectors, or taking certain actions, or refraining therefrom.

These investor‑driven preferences or constraints may limit the investable universe or the actions we are able to take within a mandate and, as a result, could affect the risk and return profile of the relevant portfolios.

• As investor and client perspectives evolve and further diverge, we may not be able to adequately anticipate or successfully meet the changing needs of our clients and investors.

This could lead to adverse impacts on our fundraising capabilities, exclusion from or loss of certain investment mandates, reputational harm and regulatory scrutiny.

• Certain clients and investors have also begun to request or require data and/or use third-party benchmarks and sustainability ratings to allow them to monitor the impact of their investments.

Clients may also require the achievement of certain science-based targets related to climate action in their investments.

We may be unable to generate the necessary data or results.

• Adopting specific ESG investment restrictions may impair our ability to access capital from certain clients and investors.

Government authorities of certain U.S.

states have requested information from and publicly scrutinized certain asset managers with respect to whether such managers have adopted ESG policies that would restrict investing in certain industries or sectors, such as traditional energy.

These authorities have indicated that such asset managers may lose opportunities to manage money belonging to these states and their pension funds to the extent the asset managers boycott or take similar actions with respect to certain industries.

We may be unable to generate the necessary data or results on the timelines or in the formats requested, or at a reasonable cost, which could negatively affect our relationships with such clients and investors.

• Adopting specific sustainability-related investment restrictions may impair our ability to access capital from certain clients and investors.

In the EU, the U.K.

and certain other jurisdictions, regulatory frameworks and related guidance for products classified or marketed with sustainability characteristics or objectives increasingly include requirements to limit exposure to certain sectors or activities viewed as presenting heightened sustainability or climate‑related risks (for example, thermal coal, oil sands or other high‑emitting activities).

Regulators and many investors in those jurisdictions have generally encouraged or required increased consideration of sustainability factors in the investment process and in disclosures, and may expect asset managers to limit exposure to, or engage actively with, issuers in such sectors.

At the same time, government authorities of certain U.S.

states have requested information from, and publicly scrutinized, asset managers with respect to whether such managers have adopted sustainability or responsible investing policies that would restrict investing in certain industries or sectors, such as fossil fuel‑based energy, and have indicated that such asset managers may lose opportunities to manage money belonging to these states and their pension funds to the extent the asset managers boycott or take similar actions with respect to certain industries.

• The needs of various investors, clients, and stakeholders may also conflict, and we may be subject to increasing operational complexity and costs to meet their divergent needs or otherwise be required to

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There is no guarantee we will be successful in our choices.

• Regulatory penalties and legal actions related to insufficient adaptation to or compliance with sustainability and ESG-related laws and regulations, including laws and regulatory actions targeting companies with ESG or diversity, equity and inclusion programs, and/or related to the clarity of our disclosures, may lead to reputational damage or financial penalties, which could adversely affect our profitability.

Rapidly evolving regulations and laws with respect to ESG matters, including with respect to diversity, equity and inclusion practices, increase these risks.

• Regulatory penalties and legal actions related to insufficient adaptation to or compliance with sustainability-related laws and regulations, and/or related to the clarity of our disclosures, may lead to reputational damage or financial penalties, which could adversely affect our profitability.

Rapidly evolving regulations and laws increase these risks.

In addition, there is increasing scrutiny of workforce development and management programs in the United States and other jurisdictions, including through legislation, executive orders, regulatory initiatives and private litigation.

Governmental authorities and private plaintiffs have signaled a willingness to challenge corporate workforce related initiatives under civil-rights and other statutes.

Any such challenge involving us, our funds or portfolio companies, whether or not successful, could result in regulatory inquiries or enforcement, litigation, monetary penalties, adverse judgments or settlements, or harm to our reputation, each of which could adversely affect our business.

Climate change and associated regulations, and transitional and physical risks, could adversely affect our business and the operations of portfolio companies in which our specialized funds and customized separate accounts invest.

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These risks could impact us in many ways including by increasing our compliance costs, increasing our risk of regulatory actions, and potentially adversely impacting the returns that we are able to generate on behalf of clients and investors.

Climate change and sustainability-related regulations will result in enhanced disclosure obligations, which could negatively affect us, our specialized funds and customized separate accounts and portfolio companies in which they invest and materially increase the regulatory burden and cost of compliance.

Additionally, climate-related rules and disclosure regulations continue to evolve, leading to uncertainty over costs, complexity and needs.

Climate change and sustainability-related regulations have resulted and are likely to continue to result in enhanced disclosure obligations, which could negatively affect us, our specialized funds and customized separate accounts and portfolio companies in which they invest and materially increase the regulatory burden and cost of compliance.

Additionally, climate-related rules and disclosure regulations continue to evolve, leading to uncertainty over costs and creating increased complexity.

We cannot guarantee that our current approach will meet future regulatory requirements, reporting frameworks or best practices.

New global regulatory frameworks have detailed disclosure requirements that could impact us and/or certain of our funds and may conflict with certain of our other regulatory obligations.

As a consequence, we may be unable to fully comply with some requirements of these new regimes, which could result in regulatory actions against us.

Moreover, collecting, measuring and reporting the information and metrics required under the various existing regulations has imposed administrative burden and increased cost on us, and such burden and cost are likely to increase as new regulations are enacted, particularly if the requirements imposed on us by various regulations lack harmonization on a global basis.

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For these companies, not addressing these costs and risks adequately and successfully could adversely impact their competitive position and profitability, leading to greater challenges in achieving our expected returns.

Certain portfolio companies in which our specialized funds and customized separate accounts invest operate in sectors that could face transition risk.

For certain of these portfolio companies, business trends related to climate change may require capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations.

Certain portfolio companies in which our specialized funds and customized separate accounts invest operate in sectors that could face risks as a result of a transition to a lower-carbon economy.

For certain of

these portfolio companies, business trends related to climate change may require capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations.

Changing preferences could reduce the economic viability or useful life of assets tied to carbon-intensive industries.

Portfolio companies may be exposed to heightened physical climate risks, may experience rising insurance costs or reduced availability of insurance coverage.

Failure to address these changed expectations could create business risks for portfolio companies, which could negatively impact the returns in our specialized funds and customized separate accounts.

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Because many members of our senior management team hold their economic interest in HLA through other entities, conflicts of interest may arise between them and holders of shares of our Class A common stock or us.

Because many members of our senior management team hold their economic interest in HLA directly through holding companies and other vehicles rather than through ownership of shares of our Class A common stock, they may have interests that do not align with, or conflict with, those of the holders of Class A common stock or with us.

Because many members of our senior management team hold their economic interest in HLA through holding companies and other vehicles rather than through ownership of shares of our Class A common stock, they may have interests that do not align with, or conflict with, those of the holders of Class A common stock or with us.

For example, members of our senior management team have different tax positions from Class A common stockholders and from us, which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when we should terminate the tax receivable agreement and accelerate the obligations thereunder.

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Our share price may decline due to the large number of shares eligible for future sale and for exchange.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market or the perception that such sales could occur.

The market price of our Class A common stock could decline as a result of the perception that sales of a large number of shares of Class A common stock in the market could occur and has declined as a result of such sales.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

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If Hamilton Lane Incorporated were deemed an “investment company” under the Investment Company Act as a result of its ownership of HLA, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:

• it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities;

• absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an applicable exemption:

• it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (commonly referred to as the “orthodox investment company test”);

• it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis (commonly referred to as the “inadvertent investment company test” or “40% test”).

We believe that we are engaged primarily in the business of providing asset management services and not in the business of investing, reinvesting or trading in securities.

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We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities.

Accordingly, we do not believe that either Hamilton Lane Incorporated or HLA is an “orthodox” investment company as defined in section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above.

HLA does not have significant assets other than its equity interests in certain wholly owned subsidiaries, which in turn have no significant assets other than general partner interests in the specialized funds we sponsor.

These wholly owned subsidiaries are the sole general partners of the funds and are vested with all management and control over the funds.

We do not believe the equity interests of HLA in its wholly owned subsidiaries or the general partner interests of these wholly owned subsidiaries in the funds are investment securities.

Hamilton Lane Incorporated’s unconsolidated assets consist primarily of cash, a deferred tax asset and Class A units of HLA, which represent the managing member interest in HLA.

Hamilton Lane Incorporated is the sole managing member of HLA and holds an approximately 76.6% economic interest in HLA.

As managing member, Hamilton Lane Incorporated exercises complete control over HLA.

As such, we do not believe Hamilton Lane Incorporated’s managing member interest in HLA is an investment security.

Therefore, we believe that less than 40% of Hamilton Lane Incorporated’s total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis comprise assets that could be considered investment securities.

Accordingly, we do not believe Hamilton Lane Incorporated is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point above.

Accordingly, we believe that Hamilton Lane Incorporated and HLA are not “orthodox” investment companies as defined in section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above.

In addition, with respect to the inadvertent investment company test, we do not believe that we or HLA have significant assets that are investment securities for purposes of that test.

Accordingly, we believe that Hamilton Lane Incorporated and HLA are not investment companies by virtue of the inadvertent investment company test in section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point above.

In addition, we believe Hamilton Lane Incorporated is not an investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment company business.

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We intend to continue to conduct our operations so that Hamilton Lane Incorporated will not be deemed to be an investment company under the Investment Company Act.

However, if anything were to happen that would cause Hamilton Lane Incorporated to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including HLA) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among HLA, us or our senior management team, or any

combination thereof and materially and adversely affect our business, financial condition and results of operations.

A change of control of our Company, including the occurrence of a “sunset,” could result in an assignment of our investment advisory agreements.

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An assignment may occur under the Investment Advisers Act if, among other things, HLA undergoes a change of control.

After a “Sunset” becomes effective (as described in “Organizational Structure—Class A and Class B Common Stock—Voting Rights”), the Class B common stock will have one vote per share instead of ten votes per share, and the stockholders agreement will expire, meaning that the Class B Holders party thereto will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

After a “sunset” becomes effective (as described in “Organizational Structure—Class A and Class B Common Stock—Voting Rights” and as described in further detail in our certificate of

incorporation), the Class B common stock will have one vote per share instead of ten votes per share, and the stockholders agreement will expire, meaning that the Class B Holders party thereto will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

These events could be deemed a change of control of HLA, and thus an assignment.

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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 1A. Risk Factors