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Item 7. Management’s Discussion and Analysis

2026-05-21 compared with 2025-05-30 · 208 added, 196 removed, 528 unchanged (43% of the section changed)

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We are a global private markets investment solutions provider and operate our business in a single segment.

We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate, infrastructure, real assets, growth equity, venture capital and impact.

We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, direct equity, real estate, infrastructure, other real assets, growth equity, venture capital and impact.

These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct investments alongside such funds and acquisitions of secondary stakes in such funds, with a number of our clients utilizing multiple investment types.

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• Specialized Funds :

We organize, invest and manage commingled specialized primary, secondary and direct investment funds.

Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically oriented funds.

We launched our first specialized fund in 1997.

Since then, our product offerings have grown steadily and now include evergreen offerings that primarily invest in secondaries and direct investments in equity and credit and are available to certain high-net-worth individuals.

We invest and manage commingled specialized primary, secondary, private credit, direct equity and multi-strategy investment funds across the private markets, including those that focus on specific markets or strategies such as venture capital, infrastructure, real estate and impact.

Our specialized funds include both drawdown funds and evergreen funds.

For more information regarding how our specialized funds are structured and other key terms, see “Business—Fees and Other Key Contractual Terms—Specialized Funds” in Part I, Item 1 of this Form 10-K.

Specialized funds comprised $50.1 billion of our AUM as of March 31, 2026.

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Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, the monitoring of and reporting on investments, and investment manager review and due diligence.

Our advisory clients include some of

the largest and most sophisticated private markets investors in the world.

Our advisory clients include some of the largest and most sophisticated private markets investors in the world.

We had $905.3 billion of AUA as of March 31, 2026.

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We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis.

We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database for transparency and powerful analytics.

We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database to support transparency, decision making and portfolio construction.

Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.

Our client and investor base is broadly diversified by type, size and geography.

Our client base primarily comprises institutional investors that range from those seeking to make an initial investment in alternative assets to some of the world’s largest and most sophisticated private markets investors.

Our client base ranges from those seeking to make an initial investment in private markets to some of the world’s largest and most sophisticated private markets investors.

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

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

state pension funds.

In addition, we believe we are a leading provider of private markets solutions for U.S.

labor union pension plans, and we serve numerous smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and high-net-worth individuals.

state pension funds, and believe we are a leading provider of private markets solutions for U.S.

labor union pension plans.

We also serve a growing number of smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and high-net-worth individuals.

Our intermediary clients, which include registered investment advisors, enable us to provide our investment products to a growing set of high-net-worth individuals and family offices.

Historically, this segment of investors has had limited options for gaining exposure to the private markets.

Hamilton Lane's private wealth platform offers these investors access to private capital and its wealth creation potential.

Our differentiators include a global platform, a range of risk/return offerings via both drawdown funds and semi-liquid evergreen funds and across multiple investment strategies.

Trends Affecting Our Business

Our results of operations are affected by a variety of factors, including conditions in the global financial markets and the economic and political environments, particularly in the United States, Western Europe and Asia.

As interest rates remain elevated in response to continued inflationary pressures and public equity volatility continues, leading to a wider range of equity returns, we see increasing investor demand for alternative investments to achieve higher and less correlated relative yields and returns on invested capital.

As a result, some investors have increased their allocation to private markets relative to other asset classes.

In addition, the opportunities in private markets have expanded as firms have created new vehicles and products in which to access private markets across different geographies and opportunity sets.

Interest rates remain elevated relative to recent historical levels, inflationary pressures have persisted and public equity volatility continues, contributing to a wider range of equity returns.

Against this backdrop, we continue to see investor demand for alternative investments as investors seek attractive yield, return and diversification opportunities, and some investors have increased their allocation to private markets relative to other asset classes.

In addition, the opportunities in private markets continue to expand as firms have created new vehicles and products in which to access private markets across different geographies and opportunity sets.

In addition to the aforementioned macroeconomic and sector-specific trends, we believe the following factors will influence our future performance:

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(1) the increasing importance and market share of alternative investment strategies to investors (including smaller institutions and high-net-worth individuals) in light of an increased focus on lower-correlated and absolute levels of return;

(2) the increasing demands of the investing community, including the potential for fee compression and changes to other terms;

increasing demands of the investing community, including the potential for fee compression and changes to other terms;

(3) shifting asset allocation policies of institutional investors;

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Global economic conditions, including political environments, financial market performance, tariff policies, interest rates, credit spreads or other conditions beyond our control, all of which affect the performance of the assets underlying private market investments, are unpredictable and could negatively affect the performance of our clients’ portfolios or the ability to raise funds in the future.

Since early 2025, the United States and countries around the world have experienced elevated levels of market volatility and uncertainty driven principally by geopolitical and global trade concerns, including, in particular, the announcements of the imposition of tariffs by the United States on certain of its trading partners in April 2025 and retaliation by certain such trade partners.

The United States and countries around the world continue to experience elevated levels of market volatility and uncertainty driven in part by geopolitical conflicts and global trade concerns.

This volatility and uncertainty adds to the 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.

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The complex regulatory and tax environment could restrict our operations and subject us to increased compliance costs and administrative burdens, as well as restrictions on our business activities.

• Expansion of private markets solutions and product innovation .

We believe opportunities in private markets will continue to broaden as investors seek access across a wider range of asset classes, structures and themes.

Our ability to benefit from this trend will depend on our ability to develop, scale and distribute compelling products and solutions that meet evolving client objectives and remain competitive with existing and new market participants.

• Our ability to execute strategic partnerships successfully .

We may seek to broaden our capabilities, expand our geographic reach, enhance our distribution channels or deepen our expertise in certain strategies through strategic partnerships, minority investments and acquisitions.

The success of these efforts depends on our ability to identify attractive opportunities and realize the expected strategic and financial benefits of such transactions.

• Artificial intelligence and technological change .

AI and related technologies are evolving rapidly and are increasingly being applied across investment processes, data analysis, client service and workplace productivity.

Our ability to remain competitive will depend in part on our ability to keep pace with the evolution and practical application of these technologies, invest appropriately in our systems and workflows, and adapt our operating model as the use of AI across the workplace continues to expand.

Recent Transactions

February 2025 Offering

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

The purpose of the February 2025 Offering was to provide liquidity to significant direct and indirect owners of HLA.

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

We received $248.4 million in net proceeds from the sale of our shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 1,486,223 Class B units and 76,058 Class C units.

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

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

Stock Repurchases

In November 2018, we authorized a program to repurchase up to 6% of the outstanding shares of our Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”).

Our board of directors periodically reviews the Stock Repurchase Program, and on May 21, 2026, we announced that our board of directors had approved an increase in the authorization under the Stock Repurchase Program to permit us to purchase up to $100 million of our Class A common stock, net of amounts already repurchased under the pre-existing authorization, with no share count or duration under the limitations.

During the three months ended March 31, 2026, we repurchased 199,000 shares of our Class A common stock under the Stock Repurchase Program at a weighted-average price of $100.43 per share, for an aggregate purchase price of approximately $20 million under the Stock Repurchase Program.

As of May 21, 2026, the total repurchase available under the Stock Repurchase Program authorization was approximately $80.0 million.

Key Financial and Operating Measures

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See “—Critical Accounting Estimates—Revenue Recognition of Incentive Fees” and Note 2 of the consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information regarding the manner in which management and advisory fees and incentive fees are generated.

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees.

Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net invested capital under management.

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory fees and reporting, monitoring data and analytic fees and distribution management fees.

Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital, net invested capital and/or net asset value (“NAV”).

These fees often decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to clients.

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In these cases, we generally reduce the asset-based and/or incentive fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or net asset value (“NAV”) in, our specialized funds.

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or NAV in, our specialized funds.

The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or NAV.

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Management fees for certain funds are discounted based on the amount of the limited partners’ commitments, whether the limited partners commit early in the offering period or if the limited partners are investors in our other funds.

Revenues from specialized funds that charge management fees during their fundraising periods include retroactive fees.

Retroactive fees are management fees earned from investors that commit to a specialized fund after the first close of the fund and are required to pay a catch-up management fee as if they had committed to the fund at the first closing.

Revenues from advisory and reporting, monitoring, data and analytics services are generally annual fixed fees, which vary depending on the services we provide, and are recognized over the service term.

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Certain active management clients may elect a fee structure under which they are charged an asset-based fee plus a fee based on net realized and unrealized gains and income net of realized and unrealized losses.

Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which we have a general partner commitment, and performance fees earned on certain other specialized funds and customized separate accounts.

For each of our secondary funds, direct investment funds, strategic opportunity funds and some of our evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, usually 10.0% to

12.5%, subject to a compounded annual preferred return that is generally 6.0% to 8.0%.

Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which we have a commitment, and performance fees earned on certain other specialized funds and customized separate accounts.

To the extent that our primary funds also directly make secondary investments and direct investments, they generally earn carried interest on a similar basis.

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We record compensation expense payable to plan participants as the incentive fees become estimable and collection is probable.

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation and other costs associated with our operations.

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation, fund reimbursement expense and other costs associated with our operations.

Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

Commissions and placement fees generally fluctuate based on the level and timing of fundraising activity, capital raised for our products and the extent to which we engage third-party placement agents and other distribution channels.

Fund reimbursement expenses generally fluctuate in connection with the timing of new fund formations.

Other Income (Expense)

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We have commitments in our specialized funds and certain customized separate accounts that invest solely in primary funds, secondary funds and direct investments, as well as those that invest across investment types.

Equity in income (loss) of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases.

Equity in income of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases.

Since our direct investment funds invest in underlying portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds.

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Interest income is income earned on cash and cash equivalents.

Non-operating gain (loss) consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.

Other income (expense) of consolidated variable interest entities (“VIEs”) consists of earnings from funds in which consolidated general partners entities, that are not wholly-owned by us, have commitments as well as interest income, unrealized gains on investments and interest expense on consolidated funds.

Non-operating gain (loss), net consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.

Other income (expense) of Consolidated Funds and Partnerships consists of earnings from consolidated funds and consolidated general partners entities, that are not wholly-owned by us, have commitments as well as interest income, unrealized gains on investments and interest expense on consolidated funds.

Income Tax Expense

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federal and state income tax purposes.

As such, income generated by HLA flows through to its limited partners, including us, and is generally not subject to U.S.

As such, income generated by HLA flows through to its members and is generally not subject to U.S.

federal or state income tax at the partnership level.

Accordingly, the tax liability with respect to income attributable to non-controlling interests (“NCI”) in HLA is generally borne by the holders of such NCI.

subsidiaries generally operate as corporate entities in non-U.S.

jurisdictions, with certain of these entities subject to non-U.S.

jurisdictions and are subject to non-U.S.

income taxes.

Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level.

Accordingly, the tax liability with respect to income attributable to non-controlling interests (“NCI”) in HLA is borne by the holders of such NCI.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States.

The OBBBA contains several provisions revising the U.S.

federal corporate income tax by, among other things, extending many expiring provisions from the Tax Cuts and Jobs Act of 2017, modifying the international tax framework, and restoring favorable tax treatment for certain business provisions.

As of March 31, 2026, the OBBBA did not have a material impact on our income tax expense.

Non-controlling interests

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Fee-earning AUM is a metric we use to measure the assets from which we earn management fees.

Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees that are generally derived from applying a certain percentage to the appropriate fee

We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts.

Our fee-earning AUM is equal to the amount of capital commitments, net invested capital and NAV of our customized separate accounts and specialized funds depending on the fee terms.

The vast majority of our customized separate accounts and specialized funds earn fees based on commitments or net invested capital, which are not affected by market appreciation or depreciation.

Therefore, revenues and fee-earning AUM are not significantly affected by changes in market value.

A substantial portion of our customized separate accounts and specialized funds earn management fees based on capital commitments or net invested capital, which are generally not affected by short‑term market appreciation or depreciation.

However, certain of our products, earn management fees based on NAV, and accordingly, management fees and fee‑earning AUM for those products may be affected by changes in market valuations.

As a result, the extent to which our revenues and fee‑earning AUM are affected by changes in market value varies based on the mix of fee structures across our products.

Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.

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Annual Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for fiscal 2026 and 2025.

This information is derived from our accompanying consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Years Ended March 31,

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Incentive fees 170,575 198,296

Consolidated variable interest entities related:

Consolidated Funds and Partnerships:

Incentive fees 4,202 803

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General, administrative and other 132,078 120,929

Consolidated variable interest entities related:

Consolidated Funds and Partnerships:

General, administrative and other 2,397 985

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Interest income 11,083 7,874

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

Consolidated variable interest entities related:

Non-operating gain (loss), net 2,466 8,434

Consolidated Funds and Partnerships:

Equity in income of investees 1,509 1,613

Unrealized gain 11,915 3,034 4,773

Net gain on investments 83,750 11,915

Interest expense — —

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Net income 387,720 313,768

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

Income attributable to non-controlling interests in Consolidated Funds and Partnerships 44,166 3,508

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

94,374 92,843

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

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

Net income attributable to Hamilton Lane Incorporated $ 249,180 $ 217,417

The following table shows total revenues of the Company (excluding consolidated VIEs):

Year Ended March 31, Total Change

(in thousands) 2025 2024

The following table shows our total revenues (excluding consolidated funds and general partner entities that are not wholly-owned (“Consolidated Funds and Partnerships”)):

Year Ended March 31,

(in thousands) 2026 2025 Total Change

Management and advisory fees

Specialized funds $ 374,405 $ 315,214 $ 59,191

$ 315,214 $ 261,012 $ 54,202

Customized separate accounts 141,535 134,400 7,135

134,400 128,826 5,574

22,806 24,229 (1,423)

Advisory 20,473 22,806 (2,333)

Reporting, monitoring, data and analytics 35,766 29,244 6,522

29,244 24,711 4,533

Distribution management 2,170 2,619 (449)

2,619 5,054 (2,435)

Fund reimbursement revenue 9,867 9,581 286

9,581 8,104 1,477

Total management and advisory fees 584,216 513,864 70,352

513,864 451,936 61,928

Incentive fees

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Total revenues $ 754,791 $ 712,160 $ 42,631

Year ended March 31, 2025 compared to year ended March 31, 2024

Total revenues increased $158.3 million for fiscal 2025 compared to fiscal 2024, due to increases in management and advisory fees and incentive fees.

Total revenues increased $42.6 million for fiscal 2026 compared to fiscal 2025, due to an increase in management and advisory fees, partially offset by a decrease in incentive fees.

Management and advisory fees increased $70.4 million for fiscal 2026 compared to fiscal 2025.

Specialized funds revenue increased by $54.2 million compared to the prior year, due primarily to increases of $52.1 million in revenue from our evergreen funds and $10.6 million in revenue from our latest secondary fund, which added $4.1 billion and $1.2 billion, respectively, in fee-earning AUM year-over-year.

Revenue from our latest secondary fund included $20.7 million in retroactive fees during fiscal 2025 compared to $19.6 million during fiscal 2024.

Retroactive fees are management fees earned from investors that commit to a specialized fund after the first closing of the fund and are required to pay a catch-up management fee as if they had committed to the fund at the first closing in a prior period.

Revenue from our specialized funds was partially offset by a decrease of $10.3 million from contractual step downs and funds reaching the end of their term.

Specialized funds revenue increased by $59.2 million compared to the prior year, due primarily to increases of $72.1 million in revenue from our evergreen funds and $11.9 million in revenue from our latest direct equity fund which added $7.1 billion and $0.9 billion, respectively, in fee-earning AUM year-over-year.

Revenue from our specialized funds was partially offset by $20.7 million of retroactive fees from our latest secondary fund recognized during fiscal 2025 compared to $3.3 million from our latest direct equity fund during fiscal 2026.

Customized separate accounts revenue increased $7.1 million compared to the prior year due primarily to a $1.6 billion increase in fee-earning AUM from the addition of new accounts, additional allocations from existing accounts and continued investment activity during the fiscal year.

Reporting, monitoring, data and analytics revenue increased $6.5 million compared to the prior year due primarily to increased Cobalt LP subscriptions during fiscal 2026.

Fund reimbursement revenue increased by $1.5 million compared to the prior year attributed primarily to the timing of newly created funds.

Distribution management revenue decreased $2.4 million in fiscal 2025 compared to the prior year due to decreased stock distribution activity from investments held by clients that are managed by us.

Incentive fees increased $96.4 million for fiscal 2025 compared to fiscal 2024 due primarily to increases in the tax-related portion of carried interest distributions, proceeds realized on the sales of underlying investments in one of our specialized funds, and the recognition of $58.4 million in performance fees from one of our specialized funds moving from deal-by-deal incentive fees to a high-water mark performance fee.

High-water mark performance fees are earned based on exceeding the highest period-end net asset value since inception, adjusted for subscriptions and redemptions.

The following table shows total expenses of the Company (excluding consolidated VIEs):

Advisory revenue decreased $2.3 million in fiscal 2026 compared to the prior year due primarily to advisory agreements reaching the end of their term.

Incentive fees decreased $27.7 million for fiscal 2026 compared to fiscal 2025 due primarily to decreases in the tax-related portion of carried interest distributions and proceeds realized on the sale of underlying investments in one of our specialized funds in the prior year, partially offset by an increase in evergreen-related performance fees.

The following table shows our total expenses (excluding Consolidated Funds and Partnerships):

Year Ended March 31, Total Change

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Total expenses $ 431,653 $ 395,426 $ 36,227

Year ended March 31, 2025 compared to year ended March 31, 2024

Total expenses increased $36.2 million for fiscal 2026 compared to fiscal 2025, due to increases in both compensation and benefits expenses and general, administrative and other expenses.

Compensation and benefits expenses increased $25.1 million for fiscal 2026 compared to fiscal 2025.

Base compensation and benefits increased $41.8 million for fiscal 2025 compared to fiscal 2024, due primarily to an increase in salary expense from additional headcount and an increase in our bonus plan accrual.

Base compensation and benefits increased $20.4 million for fiscal 2026 compared to fiscal 2025, due primarily to an increase in salary expense from additional headcount and an increase in our bonus plan accrual related to stronger operating performance compared to the prior fiscal year.

Equity-based compensation increased $19.5 million in fiscal 2026 compared to fiscal 2025, driven primarily by the performance awards granted during fiscal 2025.

Incentive fee compensation increased $9.4 million for fiscal 2025 compared to fiscal 2024 due to an increase in incentive fee revenue in fiscal 2025.

Incentive fee compensation decreased $14.8 million for fiscal 2026 compared to fiscal 2025 due to a decrease in incentive fee revenue in fiscal 2026.

General, administrative and other expenses increased $11.1 million for fiscal 2026 compared to fiscal 2025.

This change consisted primarily of an increase of $4.2 million in fund reimbursement expense attributed to the timing of newly created funds, an increase of $4.1 million in consulting and professional fees, an increase of $2.7 million in third-party commissions primarily attributed to the increase in gross subscriptions to our evergreen funds, an increase of $1.9 million in conference and marketing expenses and an increase of $1.3 million in expenses relating to our leased office space.

This change consisted primarily of an increase of $5.6 million in consulting and professional fees, an increase of $3.8 million in third-party commissions attributed to the increase in gross subscriptions to our evergreen funds and increases in fundraising activity on our drawdown funds.

Other Income (Expense)

The following table shows the total other income (expense) of the Company (excluding consolidated VIEs):

The following table shows our total other income (expense) (excluding Consolidated Funds and Partnerships):

Year Ended March 31, Total Change

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Interest income 11,083 7,874 3,209

Non-operating gain (loss) 8,434 ( 2,515 ) 10,949

Non-operating gain (loss), net 2,466 8,434 (5,968)

Total other income (expense) $ 50,520 $ 31,992 $ 18,528

Year ended March 31, 2025 compared to year ended March 31, 2024

Other income (expense) increased $5.4 million for fiscal 2025 compared to fiscal 2024, due primarily to an increase in non-operating gain (loss), partially offset by a decrease in equity in income of investees.

Non-operating gain (loss) increased $10.9 million for fiscal 2025 compared to fiscal 2024, due primarily to the recognition of $10.8 million of gains on our technology investments compared to negative fair value adjustments in the prior year, partially offset by the recognition of $2.1 million in tax receivable agreement expense in fiscal 2025.

Equity in income of investees decreased $5.9 million for fiscal 2025 compared to fiscal 2024 due primarily to relatively smaller increases in investment valuations due to market conditions in fiscal 2025.

Consolidated Variable Interest Entities

The following table shows the results of operations of consolidated VIEs:

Other income (expense) increased $18.5 million for fiscal 2026 compared to fiscal 2025, due primarily to an increase in equity in income of investees, partially offset by a decrease in non-operating gain (loss).

Equity in income of investees increased $22.9 million for fiscal 2026 compared to fiscal 2025 due primarily to larger increases in investment valuations due to market conditions in fiscal 2026.

Non-operating gain (loss), net decreased $6.0 million for fiscal 2026 compared to fiscal 2025, due primarily to the recognition of $10.8 million of gains on our technology investments in fiscal 2025 that did not recur in fiscal 2026, partially offset by a decrease in our liability under the tax receivable agreement in fiscal 2026.

Consolidated Funds and Partnerships

The following table shows the results of operations of Consolidated Funds and Partnerships:

Year Ended March 31, Total Change

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Equity in income of investees $ 1,509 $ 1,613 $ (104)

Unrealized gain 11,915 3,034 8,881

Interest expense — ( 6 ) 6

Net gain on investments 83,750 11,915 71,835

Interest income 2,201 205 1,996

Total other income (expense) $ 87,460 $ 13,733 $ 73,727

Year ended March 31, 2025 compared to year ended March 31, 2024

Total other income (expense) of consolidated VIEs increased $4.5 million for fiscal 2025 compared to fiscal 2024, due primarily to an increase of $8.9 million in unrealized gains related to assets held by consolidated funds during fiscal 2025, partially offset by a decrease in interest income of $4.4 million due primarily to interest income earned in fiscal 2024 by a previously consolidated credit fund prior to its deconsolidation.

Incentive fees increased $3.4 million for fiscal 2026 compared to fiscal 2025, due to increased carried interest from our specialized funds.

Other income (expense) of Consolidated Funds and Partnerships increased $73.7 million for fiscal 2026 compared to fiscal 2025, due primarily to a $71.8 million increase in net gain on investments held by Consolidated Funds.

The increase in net gain on investments was driven by the significant increase of investment activity within our Consolidated Fund vehicles during fiscal 2026 as these funds attracted additional investor subscriptions and accelerated capital deployment into private markets investments.

Income Tax Expense

Our effective income tax rate in fiscal 2026 and 2025 was 16.3% and 13.4%, respectively.

The fiscal 2025 effective income tax rate was different from the statutory tax rate due primarily to the portion of income allocated to NCI and a reduction in valuation allowance recorded against deferred tax assets.

The effective income tax rate for fiscal 2025 was less than fiscal 2024 due primarily to less valuation allowance recorded against deferred tax assets in fiscal 2025.

The fiscal 2026 effective income tax rate was different from the statutory tax rate primarily due to the portion of income allocated to NCI and change in valuation allowance recorded against deferred tax assets .

The effective income tax rate for fiscal 2026 was higher than fiscal 2025 primarily due to changes in the valuation allowance recorded against deferred tax assets in fiscal 2025.

Non-Controlling Interests

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(in thousands) 2026 2025

Income attributable to non-controlling interests in general partnerships $ 739 $ 534 $ 205

Income attributable to non-controlling interests in Consolidated Funds and Partnerships $ 44,166 $ 3,508 $ 40,658

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

94,374 92,843 1,531

Income attributable to non-controlling interests in consolidated funds 2,769 4,980 (2,211)

Net income attributable to non-controlling interest $ 138,540 $ 96,351 $ 42,189

Year ended March 31, 2025 compared to year ended March 31, 2024

Net income attributable to NCI increased by $42.2 million in fiscal 2026 compared to fiscal 2025, due primarily to increases in overall net income.

Net income attributable to NCI in Hamilton Lane Advisors, L.L.C.

increased by $12.0 million due primarily to an overall increase in net income, partially offset by a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C.

between periods.

Net income attributable to NCI in consolidated funds decreased by $2.2 million due primarily to the deconsolidation of a fund for which NCI holders held a larger economic ownership during fiscal 2024, compared to the funds consolidated during fiscal 2025.

Net income attributable to NCI in Consolidated Funds and Partnerships increased by $40.7 million due primarily to net gains on investments held by Consolidated Funds that increased investment activity during fiscal 2026 and increased NCI holder subscriptions.

Net income attributable to NCI in HLA increased by $1.5 million due primarily to an overall increase in net income.

Fee-Earning AUM

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Customized separate accounts fee-earning AUM increased $1.6 billion for fiscal 2026 compared to fiscal 2025.

Customized separate accounts contributions were $6.7 billion for fiscal 2025 due primarily to new allocations from existing clients and the addition of new clients.

Distributions were $4.9 billion for fiscal 2025 due primarily to $1.9 billion from accounts moving from a committed to net invested capital fee base, $1.8 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, and $1.2 billion from accounts reaching the end of their fund term.

Customized separate accounts contributions were $6.2 billion for fiscal 2026 due primarily to new allocations from existing clients.

Distributions were $5.0 billion for fiscal 2026 due primarily to $2.0 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $1.6 billion from accounts reaching the end of their fund term and $1.4 billion from accounts moving from a committed to net invested capital fee base.

Specialized funds fee-earning AUM increased $7.9 billion for fiscal 2026 compared to fiscal 2025.

Specialized fund contributions were $7.1 billion for fiscal 2025, due primarily to $4.2 billion from our evergreen funds and $1.2 billion from our latest secondary fund.

Specialized fund contributions were $8.8 billion for fiscal 2026, due primarily to $6.6 billion from our evergreen funds.

Distributions were $2.6 billion for fiscal 2026, due primarily to $2.0 billion from returns of capital and redemptions in funds earning fees on a net invested capital or NAV fee base and $0.5 billion from accounts reaching the end of their fund term.

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Fee Related Earnings (“FRE”) is used to highlight earnings from revenues that are measured and received on a recurring basis.

FRE represents net income excluding (a) incentive fees, net of fee related performance revenues, and related compensation, (b) equity-based compensation, (c) interest income and expense, (d) income tax expense, (e) equity in income of investees, (f) non-operating gain (loss) and (g) certain other significant items that we believe are not indicative of our core performance.

FRE represents net income excluding (a) incentive fees, net of fee related performance revenues, and related compensation, (b) equity-based compensation, (c) interest income and expense, (d) income tax expense, (e) equity in income of investees, (f) non-operating gain (loss), net and (g) certain other significant items that we believe are not indicative of our core performance.

We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business.

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Fee related performance revenues (“FRPR”) are incentive fees expected to be measured and received from certain of our funds on a recurring basis and are not dependent on realization events of the fund’s underlying investments.

FRPR includes incentive fees earned from Consolidated Funds that are eliminated under GAAP.

We believe FRPR is useful to investors because it provides additional insight into our recurring revenues.

Beginning in the fourth quarter of fiscal 2025, the Company modified its definition of FRE to exclude equity-based compensation and include FRPR.

Equity-based compensation is non-cash compensation provided to retain employees and align employee and shareholder interest.

Beginning in the fourth quarter of fiscal 2025, we modified our definition of FRE to exclude equity-based compensation and include FRPR.

Equity-based compensation is non-cash compensation provided to retain employees and align employee and stockholder interest.

It is not directly correlated with our operating results.

Fee related performance revenues are expected to be received on a recurring basis depending upon performance of certain funds that pay incentive fees on a high-water mark basis.

FRPR is expected to be received on a recurring basis depending upon performance of certain funds that pay incentive fees on a high-water mark basis.

We believe that reporting non-GAAP results inclusive of these changes provides a supplemental view of our ongoing performance that is useful and relevant to our investors.

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We believe Adjusted EBITDA is useful to investors because it enables them to better evaluate the performance of our core business across reporting periods.

Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt, (b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense, (e ) non-operating (loss) gain and (f) certain other significant items that we believe are not indicative of our core performance.

Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt, (b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense, (e) non-operating gain, net and (f) certain other significant items that we believe are not indicative of our core performance.

Adjusted EBITDA also includes FRPR related to Consolidated Funds and management fees related to Consolidated Funds.

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to FRE and Adjusted EBITDA for fiscal 2026, 2025, and 2024:

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Net income attributable to Hamilton Lane Incorporated $ 249,180 $ 217,417 $ 140,858

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

Income attributable to non-controlling interests in Consolidated Funds and Partnerships 44,166 3,508 5,514

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

94,374 92,843 80,835

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

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

Incentive fees (174,777) (199,099) (101,906)

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Consolidated Fund related general, administrative and other expenses 2,357 980 566

Revenue related to consolidated funds — 394 61

Management fees related to Consolidated Funds 470 — 394

Non-operating income related compensation — 784 59

Interest income

(8,079) (10,008) (5,114)

Interest expense

13,332 11,175 8,617

Income tax expense 75,203 48,509 54,454

48,509 54,454 55,425

Equity in income of investees

(30,629) (36,491) (6,543)

Non-operating (gain) loss (20,349) (519) 470

Other income (expense) (137,980) (45,725) (35,843)

Fee Related Earnings $ 344,510 $ 276,465 $ 206,719

$ 276,465 $ 206,719 $ 168,871

Depreciation and amortization 9,878 9,285 8,186

9,285 8,186 7,442

Incentive fees 174,777 199,099 101,906

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Non-operating income related compensation — (784) (59)

Fee related performance revenues related to Consolidated Funds 8,217 — —

Interest income 11,083 7,874 5,427

7,874 5,427 1,789

Adjusted EBITDA $ 407,636 $ 366,069 $ 272,524

$ 366,069 $ 272,524 $ 259,826

(1) Incentive fee related compensation includes incentive fee compensation expense and bonus related to carried interest that is classified as base compensation.

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Non-GAAP EPS $ 5.90 $ 5.04 $ 3.92

(1) For the year ended March 31, 2025, represents corporate income taxes at our estimated statutory tax rate of 23.7% applied to adjusted pre-tax net income.

The 23.7% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.70%.

The year ended March 31, 2024 represents corporate income taxes at our estimated statutory tax rate of 23.4% applied to adjusted pre-tax net income.

The 23.4% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.4%.

The year ended March 31, 2023 represents corporate income taxes at our estimated statutory tax rate of 23.8% applied to adjusted pre-tax net income.

The 23.8% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.8%.

(1) For the years ended March 31, 2026, 2025, and 2024, represents corporate income taxes at our estimated statutory tax rate of 23.3%, 23.7%, and 23.4% respectively, applied to adjusted pre-tax income.

The estimated statutory tax rates are based on federal statutory tax rate of 21.0% and a combined state income tax rate of 2.3%, 2.7%, and 2.4%, respectively.

(2) Assumes the full exchange of Class B and Class C units in HLA for Class A common stock of HLI pursuant to the exchange agreement.

For the year ended March 31, 2024, and 2023, the full exchange of Class B and Class C units is already included within the GAAP weighted-average shares of Class A common stock outstanding - diluted.

For the years ended March 31, 2026 and 2024, the full exchange of Class B and Class C units is already included within the GAAP weighted-average shares of Class A common stock outstanding - diluted.

Investment Performance

The following tables present information relating to the historical performance of our specialized funds with fund families having at least two distinct vintages and most recent fund sizes of greater than $500 million per fund.

The following tables present information relating to the historical performance of our significant specialized funds.

The data are presented from the date indicated through December 31, 2025 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

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Specialized Fund Performance

We organize, invest and manage specialized primary, secondary and direct investment funds.

Below is performance information across our various specialized funds.

Our specialized funds include both drawdown and evergreen funds.

Substantially all of these funds are globally focused, and they are grouped by the investment strategy utilized.

Drawdown Fund Performance

Gross Returns — Realized and Unrealized

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MSCI World PME

Primaries (Diversified)

PEF I 1998 122 117 1.3 1.2 5.4% 2.5% 378 bps 76 bps 322 bps 16 bps

PEF IV 2000 250 238 1.7 1.5 16.2% 11.2% 1,302 bps 828 bps 1,170 bps 708 bps

PEF V 2003 135 133 1.7 1.6 14.2% 9.6% 841 bps 363 bps 950 bps 466 bps

PEF VI 2007 494 513 1.6 1.6 11.5% 8.7% 55 bps (190 bps) 391 bps 140 bps

PEF VII 2010 262 290 1.6 1.5 11.9% 7.9% (223 bps) (598 bps) 173 bps (206 bps)

PEF VIII 2012 427 433 1.4 1.5 8.6% 6.1% (499 bps) (737 bps) (163 bps) (402 bps)

PEF IX 2015 517 524 1.9 1.9 17.5% 15.2% 275 bps 46 bps 605 bps 375 bps

PEF X 2018 278 264 1.6 1.5 15.4% 12.6% 46 bps (269 bps) 374 bps 51 bps

Pre-Fund — — 362 1.5 N/A 17.1% N/A 1,330 bps N/A 1,172 bps N/A

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Equity Opportunities Fund V 2021 2,069 1,886 1.4 1.3 10.6% 8.5% (433 bps) (671 bps) (284 bps) (530 bps)

Equity Opportunities Fund VI 2024 1,012 213 1.0 1.0 N/M N/M N/M N/M N/M N/M

Equity Opportunities Fund VI 2024 1,855 680 1.1 1.1 21.7% NM 268 bps NM 166 bps NM

Fund Vintage year Fund size ($M) Capital invested ($M) Gross multiple Net Multiple Gross IRR (%) Net IRR (%) Gross Spread vs DJB GI Net Spread vs DJB GI Gross Spread vs MSCI World Infra Net Spread vs MSCI World Infra

Infrastructure Funds

Infrastructure Opps Fund I 2020 489 409 1.6 1.5 16.0% 13.7% 807 bps 560 bps 535 bps 256 bps

Infrastructure Opps Fund II 2024 1,404 278 1.3 1.2 27.0% 23.2% 1,265 bps 1,038 bps 866 bps 656 bps

year Fund size ($M) Capital invested

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IRR (%) Gross Spread vs.

CS HY II PME Net Spread vs.

CS HY II PME Gross Spread vs.

ICE BofA US HY Net Spread vs.

ICE BofA US HY Gross Spread vs.

CS LL PME Net Spread vs.

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Strat Opps VIII 2023 700 627 1.2 1.1 14.9% 12.6% 631 bps 398 bps 811 bps 579 bps

Strat Opps IX 2024 231 28 1.0 N/A N/M N/A N/M N/A N/M N/A

Strat Opps IX 2024 533 234 1.1 1.1 20.5% 13.5% 1,243 bps 551 bps 1,459 bps 790 bps

Evergreen Fund Performance

Fund Inception date NAV ($M) Total Annualized Return Since Inception (Net) (1)

Global Multi-Strategy Evergreen Fund (1)

May 2019 6,436 12.6 %

US Multi-Strategy Evergreen Fund (1)(2)

January 2021 5,313 16.0 %

Global Credit Evergreen Fund (1)(3)

January 2023 1,877 9.3 %

Global Infrastructure Evergreen Fund (1)(4)

February 2024 697 25.2 %

(1) Returns are presented for the institutional share class of the applicable fund(s).

Performance varies by share class due to differing fee structures.

Returns for other share classes may be lower due to higher management fees, distribution fees, selling commissions or other class-specific expenses.

(2) Total Annualized Return Since Inception reflects the monthly performance of the Evergreen Private Fund L.P.

from September 1, 2020 through December 31, 2020, and the Fund from January 4, 2021 through the end of the reporting period.

The Fund was under common management of Evergreen Private Fund L.P.

(3) The Fund’s Class I-USD Shares commenced operations on January 1, 2023.

Therefore, the returns shown for the periods prior to that time are based on the returns of the Class F-USD Shares, adjusted for the higher expenses of the I-USD Shares.

(4) I-USD (Acc.) share class performance prior to September 2, 2024 reflects the performance of HL Private Infra Fund Cayman Holdings LP (“Holdings”) and is not direct past performance of the Fund.

Performance Methodology

The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS HY II”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”) basis.

Drawdown Fund Performance Methodology

The indices presented for comparison are the S&P 500, MSCI World, Dow Jones Brookfield Global Infrastructure (“DJB GI”), MSCI World Infrastructure (“MSCI Infra”), ICE BofA US High Yield Index (“ICE BofA US HY”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”) basis.

We believe these indices are commonly used by private markets and credit investors to evaluate performance.

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large cap stocks.

The DJB GI Index includes companies domiciled globally that qualify as “pure-play” infrastructure companies, which are companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows.

The MSCI Infra Index covers mid and large cap infrastructure assets across the 23 developed market countries.

The MSCI World Index is a free float-adjusted market capitalization-weighted index of over 1,600 world stocks that is designed to measure the equity market performance of developed markets.

The CS HY II Index, formerly known as the DLJ High Yield Index, is designed to mirror the investable universe of the U.S.

dollar denominated high yield debt market.

Prices for the CS HY II Index are available on a weekly basis.

The ICE BofA HY Index tracks the performance of US dollar denominated below investment grade rated corporate debt publicly issued in the US domestic market.

The ICE BofA HY Index is rebalanced monthly.

The CS LL Index is an index designed to mirror the investable universe of the U.S.

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The use of a credit facility affects the fund’s return and magnifies the performance on the upside or on the downside.

Evergreen Fund Performance Methodology

For our evergreen funds, total return is calculated on a NAV-per-unit (or per-share) basis and reflects the percentage change in NAV per unit over the applicable measurement period, inclusive of reinvested distributions and net of all management fees, incentive fees and fund-level expenses.

Returns are presented for the institutional share class of the applicable funds.

Total return since inception represents the annualized compounded return from the fund's inception date through December 31, 2025.

Total return assumes the reinvestment of all distributions received during the period at NAV.

Total return does not reflect the impact of any applicable sales charges or taxes payable by investors.

Each of our evergreen funds offers multiple share classes with varying fee structures, and returns for other share classes may differ, and in some cases may be lower, due to higher management fees, distribution fees, selling commissions or other class-specific expenses.

All evergreen fund performance information is presented on a 90-day lag from our fiscal year end.

Performance results presented are historical and do not guarantee future results.

Liquidity and Capital Resources

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We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and distributions to our owners and to fund commitments to certain of our specialized funds and customized separate accounts.

If cash flow from operations were insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.

If cash flow from operations was insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.

We have also accessed the capital markets and used proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement.

Finally, we have used available cash and borrowings from our Loan Agreements to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions.

We have used proceeds from the issuance of our Senior Notes to seed new specialized funds and for general corporate purposes.

Finally, we have used available cash and borrowings from our Loan Agreements (defined below) and Senior Notes (defined below) to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions, to seed new specialized funds and for general corporate purposes.

Senior Notes and Loan Agreements

On October 8, 2024, HLA issued the Senior Notes pursuant to a note purchase agreement (the “Note Purchase Agreement”) among HLA and the institutional purchasers party thereto in a private placement transaction.

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

In 2024, HLA issued $100 million 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”) among HLA and the institutional purchasers party thereto in a private placement transaction.

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

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

The Senior Notes will mature on October 15, 2029.

We maintain our Term Loan Agreement, Revolving Loan Agreement, 2020 Multi-Draw Term Loan Agreement, and 2022 Multi-Draw Term Loan Agreement with JPMorgan Chase Bank, N.A.

We maintain our Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”), 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan Agreement”), and 2022 Multi-Draw Term Loan Agreement (as amended, the “2022 Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement, the Revolving Loan Agreement, and the 2020 Multi-Draw Term Loan Agreement, the “Loan Agreements”) with JPMorgan Chase Bank, N.A.

(“JPMorgan”).

On October 7, 2024, HLA and JPMorgan amended each of the Loan Agreements in connection with HLA’s entry into the Note Purchase Agreement.

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

The Loan Agreements are cross-collateralized and cross-defaulted and the aggregate principal amount of loans that may be outstanding under all of the Loan Agreements is subject to an aggregate cap of $325 million (the “Cap”).

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As of March 31, 2026, we had an outstanding balance of $96.3 million under the 2020 Multi-Draw Term Loan Agreement.

The 2022 Multi-Draw Term Loan Agreement has a maturity date of October 1, 2029 and the interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 3.00%.

The 2022 Multi-Draw Term Loan Agreement has a maturity date of October 1, 2029.

On October 1, 2025, we amended our 2022 Multi-Draw Term Loan Agreement to, among other things, (a) change the aggregate principal amount of term loans from $75 million to $50 million, subject to the Cap, (b) change certain dates related to interest payments and repayments of the term loan thereunder, and (c) change the interest rate for borrowings thereunder to equal the greater of (i) the prime rate minus 1.35% and (ii) 3.00%.

As of March 31, 2026, we did not have an outstanding balance under the 2022 Multi-Draw Term Loan Agreement.

We are entitled to request term loans not to exceed $75 million in the aggregate, subject to the Cap, through September 30, 2025.

We are entitled to request term loans not to exceed $50 million in the aggregate, subject to the Cap, through October 6, 2027.

The Loan Agreements and the Note Purchase Agreement contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, pay dividends or make distributions, engage in transactions with affiliates and take certain actions with respect to management fees.

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

The Note Purchase Agreement requires HLA to maintain (i) a consolidated leverage ratio within a specified range and (ii) specified amounts of management fees, (as described in the Note Purchase Agreement).

The Loan Agreements also require HLA to maintain, among other requirements, (a) a specified amount of management fees, (b) a specified amount of adjusted EBITDA minus dividend distributions (other than tax distributions), as defined in the Loan Agreements, and (c) a specified minimum tangible net worth, during the term of each of the Loan Agreements.

The Note Purchase Agreement contains certain covenants, including (a) a Consolidated Leverage Ratio (as defined in the Note Purchase Agreement) of 3.50 to 1.00 as of March 31 and September 30 of each calendar year (each, a “Test Date”), (b) a minimum annual Management Fees (as defined in the Note Purchase Agreement) covenant as of each Test Date of not less than the greater of (i) $185 million and (ii) the amount equal to 80% of the Management Fees received by HLA during the six calendar month period ended on the immediately preceding Test Date, and other customary covenants.

The obligations under the Loan Agreements are secured by substantially all the assets of HLA.

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Year Ended March 31,

2025 2024 2023

(in millions) 2026 2025 2024

Net cash provided by operating activities $ 424.9 $ 300.8 $ 120.9

Net cash (used in) provided by investing activities $ (117.6) $ (122.2) $ 177.9

Net cash (used in) provided by financing activities $ (19.2) $ 4.4 $ (364.1)

Net cash used in investing activities $ (494.8) $ (117.6) $ (122.2)

Net cash provided by (used in) financing activities $ 155.8 $ (19.2) $ 4.4

Operating Activities

Our operating activities generally reflect our earnings in the respective periods after adjusting for significant non-cash activity, including equity in income (loss) of investees, equity-based compensation, lease expense, fair value adjustments to investments and depreciation and amortization, all of which are included in earnings.

For the years ended March 31, 2025, 2024 and 2023, our net cash provided by operating activities was driven primarily by receipts of management fees and incentive fees, partially offset by payment of operating expenses, which includes compensation and benefits and general, administrative and other expenses.

Additionally, the years ended March 31, 2025 and 2024 were impacted by cash relinquished upon deconsolidation of a previously consolidated fund while the year ended March 31, 2023 was impacted by an impairment on one of our investments.

For the years ended March 31, 2026, 2025 and 2024, net cash provided by operating activities was driven primarily by receipts of management fees and incentive fees, partially offset by payment of operating expenses, which includes compensation and benefits and general, administrative and other expenses.

During the year ended March 31, 2026, cash provided by operating activities was impacted by a change in the timing of bonus payments, with a portion paid in January 2026 and the remaining balance paid in May 2026 after fiscal year end.

Additionally, the years ended March 31, 2025 and 2024 were impacted by cash relinquished upon deconsolidation of a previously consolidated fund.

Investing Activities

Our investing activities generally reflect cash used for fixed asset purchases and contributions to and distributions from our investments.

For the years ended March 31, 2025, 2024 and 2023, our net cash used in (provided by) investing activities was driven primarily by purchases of furniture, fixtures and equipment, purchase of investments and convertible notes, and net contributions to our funds partially offset by the sale of investments.

For the years ended March 31, 2026, 2025 and 2024, our net cash used in investing activities was driven primarily by purchases of furniture, fixtures and equipment, purchases of investments, and net contributions to our Funds.

The increase in net cash used in investing activities for the year ended March 31, 2026 compared to the prior year, was primarily driven by higher purchases of investments by our Consolidated Funds, reflecting increased investment activity in funds consolidated in the prior year that had lower levels of activity during the earlier stages of their deployment.

This increase was partially offset by proceeds from the sale of a wholly owned Consolidated Fund to a related-party fund for which we serve as the investment manager.

Financing Activities

Our financing activities generally reflect cash received from debt and equity financings, payments to owners in the form of dividends, distributions and repurchases of shares and scheduled drawdowns and repayments of our outstanding debt.

For the years ended March 31, 2025, 2024 and 2023, our net cash used in (provided by) financing activities was driven primarily by dividends paid to stockholders, payments under the tax receivable agreement, distributions to HLA members, proceeds from and repayment of debt and contributions from NCI in consolidated funds.

Additionally, the year ended March 31, 2023 included the redemption by our consolidated SPAC of its Class A common stock from its holders.

For the years ended March 31, 2026, 2025 and 2024, our net cash provided by (used in) financing activities was driven primarily by dividends paid to stockholders, payments under the tax receivable agreement, distributions to HLA members, repayment of our outstanding debt and contributions from NCI in Consolidated Funds.

Net cash provided by (used in) financing activities for the year ended March 31, 2026 was also driven by the repurchase and retirement of shares of our Class A common stock.

Future Sources and Uses of Liquidity

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There can be no assurance that any such transactions will be completed on favorable terms, or at all.

We will also continue to evaluate opportunities to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions.

In November 2018, we authorized a program to repurchase up to 6% of the outstanding shares of our Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”).

We will also continue to evaluate opportunities to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions and to use cash to seed new specialized funds.

In November 2018, our board of directors authorized a program to repurchase up to 6% of the outstanding shares of our Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”).

Our board of directors periodically reviews the Stock Repurchase Program, and on May 21, 2026, we announced that our board of directors approved an increase in the authorization under the Stock Repurchase Program to permit us to purchase up to $100 million of our Class A common stock, net of amounts already repurchased under the pre-existing authorization, with no share count or duration limitation.

As of May 21, 2026, the total repurchase capacity available under the Stock Repurchase Program authorization was approximately $80.0 million.

The Stock Repurchase Program does not include specific price targets or timetables and may be suspended or terminated by us at any time.

We intend to finance the purchases using available working capital and/or external financing.

The Stock Repurchase Program expires 12 months after the date of the first acquisition under the authorization.

We have not repurchased any shares of our Class A common stock under the Stock Repurchase Program, and therefore the full purchase authority remains available.

Our board of directors periodically reviews the Stock Repurchase Program and most recently re-approved it in December 2024.

The amended authorization does not have an expiration date.

We expect that our primary short-term and long-term liquidity needs will comprise cash to:

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(3) pay operating expenses, including cash compensation to our employees;

(4) make payments and/or exercise early

termination buyout rights under the tax receivable agreement;

(4) make payments and/or exercise early termination buyout rights under the tax receivable agreement;

(5) fund capital expenditures, make strategic investments and warehouse investments for our Funds;

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(9) settle exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement from time to time;

(10) settle in cash any exercises of the warrant we issued to The Guardian Life Insurance Company of America in a private placement transaction related to a maximum of 400,000 shares of our Class A common stock;

and (11) fund purchases of our Class A common stock pursuant to the Stock Repurchase Program.

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As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions.

As of March 31, 2025, we were required to maintain approximately $6.3 million in liquid net assets to meet regulatory net capital and capital adequacy requirements.

We are in compliance with these regulatory requirements.

As of each of March 31, 2026 and March 31, 2025, we were required to maintain approximately $8.0 million and $6.3 million, respectively, in liquid net assets to meet regulatory net capital and capital adequacy requirements.

We are in compliance with these regulatory requirements as of each such date.

Dividend Policy

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These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future.

The tax receivable agreement will require us to pay 85% of the amount of these and certain other tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement) to the pre-IPO members of HLA.

change in control or a material breach by us of our obligations under the tax receivable agreement) to the pre-IPO members of HLA.

Contractual Obligations, Commitments and Contingencies

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These amounts are generally due on demand and are therefore presented in the less than one year category.

(4) Represents uncalled commitments of our consolidated funds, excluding the Company's portion of uncalled commitments to the respective funds.

(4) Represents uncalled commitments of our Consolidated Funds, excluding our portion of uncalled commitments to the respective funds.

Because capital contributions are due on demand, the above commitments have been presented as falling due within one year.

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

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

Our non-executive employees also have an option to enter into a loan agreement with a third-party lender to fund committed capital.

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

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

As of March 31, 2025, the total amount of outstanding loans under the EIP was $1.3 million and we believe the risk of default by an employee to be remote.

As of March 31, 2026 and 2025, the total amount of outstanding loans under the EIP was $1.7 million and $1.3 million, respectively, and we believe the risk of default by an employee to be remote.

Critical Accounting Estimates

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Consolidation

We consolidate all entities that we control either as the primary beneficiary of a VIE or through a majority voting interest.

We perform a variable interest analysis for all entities in which we have a potential variable interest, which primarily consist of entities where we serve as the sponsor, general partner or managing member, and general partner entities not wholly owned by us.

If we have a variable interest in an entity that is determined to be a VIE, we will also analyze whether we are the primary beneficiary of this entity and whether consolidation is required.

For entities determined not to be a VIE, we evaluate control via the voting interest model.

In evaluating whether we have a variable interest in the entity, we review the equity ownership and whether we absorb risk created and distributed by the entity, as well as whether the fees charged to the entity are customary and commensurate with the level of effort required to provide services.

Fees we receive are not variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length and (iii) our other economic interests in the VIE held directly and indirectly through related parties, as well as economic interests held by related parties under common control, where applicable, would not absorb more than an insignificant amount of the entity’s losses or receive more than an insignificant amount of the entity’s benefits.

Evaluation of these criteria requires judgment.

For entities determined to be VIEs in which we have a variable interest, an evaluation is required to determine whether we are the primary beneficiary.

We evaluate economic interests in the entity, specifically determining if we have both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”).

When making the determination on whether the benefits received from an entity are significant, we consider the total economics of the entity, and analyze whether our share of the economics is significant.

We utilize qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

VIEs for which we are the primary beneficiary have been included in our consolidated financial statements.

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

At each reporting date, we determine whether any reconsideration events have occurred that require us to revisit the variable interest analysis and will consolidate or deconsolidate accordingly.

We consolidate general partnerships and subsidiaries that are wholly owned.

Additionally, we consolidate funds (“Consolidated Funds”) and general partner entities that are not wholly-owned (“Partnerships”) over which we exercise control either by holding majority voting interests or as the primary beneficiary, possessing both decision making authority and the right to receive economic benefits or the obligation to absorb expected losses of the entity that could potentially be significant to the entity.

The Consolidated Funds and Partnerships are included in our consolidated financial statements.

The portion of the Consolidated Funds and Partnerships owned by third parties is presented as non-controlling interests in the Consolidated Balance Sheets and income attributable to non-controlling interests in the Consolidated Statements of Income.

The assets of the Partnerships represent investments in Funds and the assets of the Consolidated Funds generally represent cash and investments.

The assets may only be used to settle obligations of the respective Consolidated Fund or Partnership, if any.

In addition, we have no recourse for the consolidated liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest.

Once we no longer qualify as the primary beneficiary or hold a majority voting interest, we deconsolidate all the assets and liabilities of the respective Partnership or Consolidated Fund from the Consolidated Balance Sheets and record any remaining interest in the entity using the equity method within investments in the Consolidated Balance Sheets.

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

Our variable interest in such entities is in the form of direct equity interests in the Funds in which we also serve as the general partner or managing member.

In our role as general partner or managing member,we generally consider ourself the sponsor of the applicable Funds and make all investment and operating decisions.

We consolidate VIEs in which we are determined to be the primary beneficiary.

At each reporting date, we determine whether any reconsideration events have occurred that require us to revisit the consolidation analysis and will consolidate or deconsolidate accordingly.

Revenue Recognition of Incentive Fees

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Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.

Significant judgment is required in determining tax expense and in evaluating tax positions,

including evaluating uncertainties under GAAP.

Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP.

We review our tax positions quarterly and adjust our tax balances as new legislation is passed or new information becomes available.

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Our purchase of HLA Class A units concurrent with the IPO, and subsequent exchanges by holders of HLA units for shares of our Class A common stock pursuant to the exchange agreement, result in increases in our share of the tax basis of the tangible and intangible assets of HLA, which increases the tax depreciation and amortization deductions that otherwise would not have been available to us.

These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future.

These increases in tax basis

and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future.

We entered into the tax receivable agreement with the other members of HLA, which requires us to pay exchanging HLA unitholders (the “TRA Recipients”) 85% of the amount of cash savings, if any, in U.S.

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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 7. Management’s Discussion and Analysis