What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-05-21 compared with 2025-05-30 · 404 added, 351 removed, 854 unchanged (47% of the section changed)

3 unchanged sentences

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders' Equity

71 unchanged sentences

Other assets 43,336 28,827

Assets of consolidated variable interest entities:

Assets of Consolidated Funds and Partnerships:

Cash and cash equivalents 2,941 48,112

12 unchanged sentences

36,724 55,502

Liabilities of consolidated variable interest entities:

Liabilities of Consolidated Funds and Partnerships:

Subscriptions in advance 55,561 —

Other liabilities 14,769 922

6 unchanged sentences

Additional paid-in-capital 299,313 261,856

Accumulated other comprehensive (loss) income ( 141 ) —

Accumulated other comprehensive income (loss) 1,170 ( 141 )

Retained earnings 614,693 455,511

Total Hamilton Lane Incorporated stockholders’ equity $ 915,232 $ 717,281

Non-controlling interests in general partnerships 6,024 5,043

Non-controlling interests in Consolidated Funds and Partnerships 330,893 29,883

Non-controlling interests in Hamilton Lane Advisors, L.L.C.

220,414 176,731

Non-controlling interests in consolidated funds 23,859 —

Total equity $ 1,466,539 $ 923,895

8 unchanged sentences

Incentive fees 170,575 198,296 101,906

Consolidated variable interest entities related:

Consolidated Funds and Partnerships:

Incentive fees 4,202 803 —

2 unchanged sentences

General, administrative and other 132,078 120,929 103,403

Consolidated variable interest entities related:

Consolidated Funds and Partnerships:

General, administrative and other 2,397 985 617

4 unchanged sentences

Interest income 11,083 7,874 5,427

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

Consolidated variable interest entities related:

Non-operating gain (loss), net 2,466 8,434 ( 2,515 )

Consolidated Funds and Partnerships:

Equity in income of investees 1,509 1,613 1,598

Unrealized gain 11,915 3,034 4,773

Net gain on investments 83,750 11,915 3,034

Interest expense — — ( 6 )

4 unchanged sentences

Net income 387,720 313,768 227,207

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

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

9 unchanged sentences

Net income $ 387,720 $ 313,768 $ 227,207

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation 1,741 ( 184 ) —

1 unchanged sentence

Comprehensive income $ 389,461 $ 313,584 $ 227,207

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

Comprehensive income attributable to non-controlling interests in Consolidated Funds and Partnerships 44,199 3,508 5,514

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

94,771 92,800 80,835

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

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

Total comprehensive income attributable to Hamilton Lane Incorporated $ 250,491 $ 217,276 $ 140,858

4 unchanged sentences

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

Interests in General Partnerships Non-Controlling

Interests in Consolidated Funds and Partnerships Non-Controlling

Interests in Hamilton Lane Advisors, L.L.C.

Non-Controlling Interest in Consolidated Funds Total Equity

Balance at March 31, 2023

7 unchanged sentences

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

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

Secondary Offering 2 ( 1 ) 17,541 — — — ( 17,542 ) —

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

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

Deconsolidation of Consolidated Fund — — — — — ( 167,073 ) — ( 167,073 )

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

2 unchanged sentences

Net income — — — — 217,417 3,508 92,843 313,768

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

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

2 unchanged sentences

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

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

Capital (distributions to) contributions from non-controlling interests, net — — — — — 21,332 — 21,332

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

Offering adjustment 2 ( 1 ) 17,541 — — — ( 17,542 ) — —

Secondary Offering 2 ( 2 ) 21,356 — — — ( 21,360 ) ( 4 )

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

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

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

5 unchanged sentences

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

Interests in General Partnerships Non-Controlling

Interests in Consolidated Funds and Partnerships Non-Controlling

Interests in Hamilton Lane Advisors, L.L.C.

Non-Controlling Interest in Consolidated Funds Total Equity

Balance at March 31, 2025 $ 43 $ 12 $ 261,856 $ ( 141 ) $ 455,511 $ 29,883 $ 176,731 $ 923,895

2 unchanged sentences

Equity-based compensation — — 39,168 — — — 11,699 50,867

Private placement warrant — — 6,686 — — — 1,963 8,649

Purchase and retirement of Class A stock for tax withholding — — ( 3,562 ) — — — ( 1,051 ) ( 4,613 )

1 unchanged sentence

Dividends declared — — — — ( 89,998 ) — — ( 89,998 )

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

Capital (distributions to) contributions from non-controlling interests, net — — — — — 288,028 — 288,028

Member distributions — — — — — — ( 54,381 ) ( 54,381 )

Offering adjustment 2 ( 2 ) 21,356 — — — ( 21,360 ) — ( 4 )

Secondary Offering — — 5,663 — — — ( 5,663 ) —

Employee Share Purchase Plan share issuance 1 — 2,404 — — — 719 3,124

Shares repurchased and retired — — ( 15,449 ) — — — ( 4,537 ) ( 19,986 )

Deconsolidation of Consolidated Fund — — — — — ( 31,217 ) — ( 31,217 )

Equity reallocation between controlling and non-controlling interests — — ( 163 ) — — — 163 —

14 unchanged sentences

Equity-based compensation 50,867 31,407 12,133

Equity‑based consideration payable to customer 281 — —

Equity in income of investees ( 51,923 ) ( 29,016 ) ( 34,893 )

1 unchanged sentence

Fair value adjustment of other investments ( 413 ) ( 10,147 ) 333

Proceeds received from Partnerships 47,250 28,254 15,981

Proceeds received from Funds 35,102 47,250 28,254

Non-cash lease expense 9,570 9,007 8,696

Gain on sale of intangible asset — — 2,771

Impairment of other investment — — 43,289

Other 2,866 1,211 706

8 unchanged sentences

Other liabilities ( 7,254 ) 19,016 2,503

Consolidated variable interest entities related:

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

Consolidated Funds and Partnerships:

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

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

Net gain on investments ( 84,758 ) ( 10,848 ) ( 1,406 )

Equity in income of investees ( 1,509 ) ( 1,613 ) ( 1,598 )

3 unchanged sentences

Purchase of furniture, fixtures and equipment ( 5,844 ) ( 12,156 ) ( 11,073 )

Cash paid for acquisition of business — — ( 1,500 )

Purchase of convertible notes ( 1,000 ) ( 8,000 ) ( 2,535 )

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

Purchase of investments and convertible notes ( 15,000 ) ( 12,692 ) ( 14,352 )

Proceeds from sale of investments — 6,948 1,343

Net proceeds from sale of Consolidated Fund 22,135 — —

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

Distributions received from Funds 12,014 22,696 14,147

Contributions to Funds ( 96,739 ) ( 58,408 ) ( 57,722 )

Consolidated Funds and Partnerships:

Purchase of investments ( 434,835 ) ( 78,142 ) ( 57,832 )

Distributions received from investments 23,447 — —

Distributions received from Partnerships 22,696 14,147 14,438

Contributions to Partnerships ( 58,408 ) ( 57,722 ) ( 84,557 )

Consolidated variable interest entities related:

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

Cash from consolidating funds — 12,100 —

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

Net cash used in investing activities $ ( 494,822 ) $ ( 117,576 ) $ ( 122,184 )

Year Ended March 31,

7 unchanged sentences

Repayment of revolver — — ( 25,000 )

Shares repurchased and retired ( 19,986 ) — —

Repurchase of Class B common stock — ( 2 ) ( 2 )

4 unchanged sentences

Members’ distributions paid ( 54,125 ) ( 43,803 ) ( 43,872 )

Consolidated variable interest entities related:

Contributions from non-controlling interest in general partnerships 461 770 725

Distributions to non-controlling interest in general partnerships ( 219 ) ( 138 ) ( 1,257 )

Redemption of Class A common shares of Hamilton Lane Alliance Holdings I, Inc.

— — ( 278,205 )

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

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

Consolidated Funds and Partnerships:

Contributions from non-controlling interests in Consolidated Funds and Partnerships 344,176 21,551 143,694

Distributions to non-controlling interests in Consolidated Funds and Partnerships ( 588 ) ( 219 ) ( 138 )

Net cash provided by (used in) financing activities $ 155,777 $ ( 19,157 ) $ 4,399

Effect of exchange rate changes on cash and cash equivalents 2,428 ( 102 ) —

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

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

Cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities at end of the year $ 283,604 $ 119,619 $ 116,552

Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Consolidated Statements of Financial Condition:

Increase in cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships 88,300 163,985 3,067

Cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships at beginning of the year 283,604 119,619 116,552

Cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships at end of the year $ 371,904 $ 283,604 $ 119,619

Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Funds and Partnerships to the Consolidated Balance Sheets:

Cash and cash equivalents $ 360,955 $ 229,161 $ 114,634

Restricted cash 8,008 6,331 4,985

Cash and cash equivalents held at consolidated variable interest entities 48,112 — 12,062

Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities $ 283,604 $ 119,619 $ 116,552

Cash and cash equivalents held at Consolidated Funds and Partnerships 2,941 48,112 —

Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships $ 371,904 $ 283,604 $ 119,619

See accompanying notes to the consolidated financial statements.

9 unchanged sentences

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

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

HLA generates revenues primarily from management and advisory fees, comprised of specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees and, to a lesser extent, incentive fees, comprised of 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.

HLA sponsors the formation, and serves as the general partner or managing member, of various limited liability partnerships consisting of specialized funds and certain single client separate account entities (“Partnerships”) that acquire interests in third-party managed investment funds that make private equity and equity-related investments.

The Partnerships may also make direct investments, including investments in debt, equity, and other equity-based instruments.

The Company, which includes certain subsidiaries that serve as the general partner or managing member of the Partnerships, may invest its own capital in the Partnerships and generally makes all investment and operating decisions for the Partnerships.

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

HLA generates revenues primarily from management and advisory fees, comprised of specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees and, to a lesser extent, incentive fees, comprised of carried interest earned from the Company’s specialized funds and certain customized separate accounts structured as single-client funds in which the Company has a general partner commitment, and performance fees earned on certain other specialized funds and customized separate accounts.

HLA sponsors the formation, and serves as the general partner, managing member and/or investment manager, of various specialized funds and certain single client separate account entities (“Funds”) that acquire interests in third-party managed investment funds that make private markets and related investments or otherwise invest directly in such investments.

The Company, which includes certain subsidiaries that serve as the general partner or managing member of the Funds, may invest its own capital in the Funds and generally makes all investment and/or operating decisions for the Funds.

HLA operates several wholly owned entities through which it conducts its foreign operations.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Summary of Significant Accounting Policies

4 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

Significant estimates include, among others, the valuation of investments, the estimation of variable consideration related to incentive fees, and the assessment of whether a significant reversal of revenue is probable.

Actual results could differ from those estimates.

Consolidation

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

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

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

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

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

Fees received by the Company 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) the Company’s other economic interests in the VIE held directly and indirectly through its 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 a VIE in which the Company has a variable interest, an evaluation is required to determine whether the Company is the primary beneficiary.

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

When making the determination on whether the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant.

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

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

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

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

See Note 6 for additional disclosure on VIEs.

The Company consolidates general partnerships and subsidiaries that are wholly owned.

Additionally, the Company consolidates Funds (“Consolidated Funds”) and general partner entities that are not wholly-owned (“Partnerships”) over which it exercises 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 the Company’s 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 Funds or Partnerships, if any.

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

Once the Company no longer qualifies as the primary beneficiary or holds a majority voting interest, it deconsolidates all the assets and liabilities of the respective Partnership or Consolidated Fund from the Consolidated Balance Sheets and records any remaining interest in the entity using the equity method within investments in the Consolidated Balance Sheets.

Accordingly, the Company’s economic exposure to these entities is generally limited to its capital committed or invested and its entitlement to management and incentive fees.

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

See Note 6 for additional disclosure on variable interest entities (“VIEs”).

Hamilton Lane Incorporated

2 unchanged sentences

Accounting for Differing Fiscal Periods

The Partnerships primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the Partnerships using a three-month lag due to the timing of financial information received from the investments held by the Partnerships.

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

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

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

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

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

The Funds primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the Funds using a three-month lag due to the timing of financial information received from the investments held by the Funds.

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

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

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

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

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

Foreign Currency

18 unchanged sentences

Due from Related Parties

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

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

Furniture, Fixtures and Equipment

22 unchanged sentences

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

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

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

circumstances indicate that the carrying amount may not be recoverable.

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

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

1 unchanged sentence

The accumulated amortization of intangibles was $ 10,751 and $ 9,286 as of March 31, 2026 and 2025, respectively.

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

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

Amortization of intangible assets was $ 1,465 , $ 1,701 , and $ 1,701 for each of the years in the three-year period ended March 31, 2026, respectively, and is included in general, administrative and other expenses in the Consolidated Statements of

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The estimated amortization expense for each of the next two fiscal years is $ 1,155 and $ 264 , respectively, and no expense is expected beyond the second fiscal year.

Goodwill of $ 9,566 is included in other assets in the Consolidated Balance Sheets as of March 31, 2026 and 2025, and was recorded in conjunction with previous acquisitions.

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

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

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

If it is determined that it is more likely than not that a reporting unit’s fair value is less than its carrying value or when the quantitative approach is used, a two-step quantitative assessment is performed to (a) calculate the fair value of the reporting unit and compare it to its carrying value, and (b) if the carrying value exceeds its fair value, to measure an impairment loss.

Goodwill is reviewed for impairment at least annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that impairment may have occurred.

The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount.

The reporting unit is the level at which goodwill is tested for impairment.

If, based on this assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount.

If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit.

The Company performed the annual impairment assessment as of December 31, 2025 noting that no goodwill impairment existed.

8 unchanged sentences

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

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

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

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

1 unchanged sentence

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

These investments

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

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

The carrying amounts of measurement alternative investments are reflected in investments in the Consolidated Balance Sheets.

Fair value investments

The Company’s fair value investments represent investments held by Consolidated Funds and investments previously held in private equity funds and direct credit and equity investments that were pledged as collateral on a secured financing that the Company accounted for at fair value under the fair value option.

The carrying amounts of fair value investments are reflected in investments in the Consolidated

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

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

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

Fair value investments

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

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

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

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

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

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

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

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

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

Balance Sheets.

Realized and unrealized gains and losses from investments held by the Consolidated Funds are recorded in net gain on investments in the Consolidated Statements of Income.

The Company had transferred investments to a Fund of which the Company is the general partner.

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

During the quarter ended March 31, 2026, the investments pledged as collateral were fully derecognized, with no gain or loss recognized, as the carrying amount of the liability approximated the carrying amount of the related investments at the time of derecognition.

Fair Value of Financial Instruments

9 unchanged sentences

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

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

These investments are considered investment companies,

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

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

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

See Note 5 for further information.

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

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

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

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

See Note 5 for further information.

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

Recent Accounting Pronouncements

2 unchanged sentences

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

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

33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification.

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

1 unchanged sentence

Early adoption is prohibited.

The amendments will be applied retrospectively to all prior periods presented in the financial statements.

The amendments will be applied retrospectively to all prior periods presented in the consolidated financial statements.

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

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

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

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

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

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

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

Improvements to Income Tax Disclosures, to enhance transparency and decision usefulness of income tax disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted.

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

In March 2024, the SEC adopted final rules to require disclosures about certain climate-related information in registration statements and annual reports.

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

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

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

The required information about climate-related risks will also include disclosure of a registrant’s greenhouse gas emissions, if material.

In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements.

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

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

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

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

As of March 31, 2025, the

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

The Company adopted ASU 2023-09 for the fiscal year ended March 31, 2026 on a prospective basis.

The adoption did not have a material impact on the Company’s consolidated financial statements, but resulted in additional income tax disclosures, as noted in Note 12.

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

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

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer, which requires entities that issue share-based consideration to a customer within the scope of Topic 606 to apply the share-based payment guidance in Topic 718 to measure and classify such awards and clarifies how vesting conditions and expected forfeitures affect the timing and amount of the related reduction of revenue.

The amendments in this ASU will be effective for annual periods (including interim periods within annual periods) beginning after December 15, 2026.

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

The Company elected to early adopt retrospectively during the three months ended December 31, 2025.

The adoption of ASU 2025-04 did not impact prior periods.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which modernizes accounting guidance for internal-use software costs.

The updated standard reflects current development practices, including agile methodologies, by removing references to “development stages” and clarifying that capitalization begins when management authorizes and commits to funding for a software project, and it is probable the project will be completed and perform its intended function as intended.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which requires entities that present interim financial statements in accordance with U.S.

GAAP to follow clarified guidance on the form, content, and required disclosures of those interim financial statements, including disclosure of events since the end of the last annual reporting period that have a material impact on the entity.

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

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

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

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.

Management and advisory fees

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Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.

Specialized funds are structured as partnerships having multiple investors with a subsidiary of the Company serving as general partner or managing member.

The Company serves as the general partner, managing member or investment manager of the specialized funds.

Customized separate accounts are generally contractual arrangements involving an investment management agreement between the Company and a single client.

In some cases, a customized separate account will be structured as a partnership with a subsidiary of the Company serving as general partner or managing member.

The Company determined that the partnership is generally considered to be the customer with respect to specialized funds, while the individual investor or single limited partner is the customer with respect to customized separate accounts and advisory clients.

Management fees generally exclude the reimbursement of any partnership expenses paid by the Company on behalf of its customers pursuant to its contracts, including amounts related to professional fees and other fund administrative expenses.

For the professional and administrative services performed by third parties that the Company arranges for the partnerships, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control the services provided by third parties before they are transferred to the customer.

The Company determined that the partnership of the Fund is generally considered to be the customer with respect to specialized funds, while the individual investor or single limited partner is the customer with respect to customized separate accounts and advisory clients.

Management fees generally exclude the reimbursement of any expenses paid by the Company on behalf of its customers pursuant to its contracts, including amounts related to professional fees and other fund administrative expenses.

For the professional and administrative services performed by third parties that the Company arranges for the customer, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control the services provided by third parties before they are transferred to the customer.

Therefore, the Company is acting as an agent.

Accordingly, the reimbursement for these professional fees paid on behalf of the partnerships is generally presented on a net basis.

The Company also incurs certain costs, primarily employee travel, organization and syndication costs, for which it receives reimbursement from its customers in connection with satisfying these performance obligations.

For reimbursable travel, organization and syndication costs, the Company concluded it controls the services provided by its employees and other parties and, therefore, is a principal.

Accordingly, the Company records the reimbursement for these costs incurred on a gross basis as revenue in management and advisory fees and as expense in general, administrative and other expenses in the Consolidated Statements of Operations.

Accordingly, the reimbursement for these expenses paid on behalf of the customer is generally presented on a net basis.

The Company also incurs certain costs for which it receives reimbursement from its customers in connection with satisfying performance obligations.

For these costs, the Company concluded it controls the services provided by its employees and the specified services provided by other parties prior to the transfer of those services to the customer, as the Company is responsible for directing and integrating the services into the overall deliverable and assumes primary responsibility for fulfilling the promise to the customer.

The Company therefore determined it is the principal in these arrangements in accordance with ASC 606.

The Company considers its performance obligations in its customer contracts to be one of the following based upon the services promised:

asset management services, arrangement of administrative services, distribution management services, or reporting services.

asset management services, arrangement of administrative services, distribution management services, or reporting, monitoring, data and analytics services.

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

The transaction price is the amount of

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

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

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

The management fee base is subject to factors outside the Company’s control and, therefore, estimates of future period management fees are not included in the transaction price, as those estimates would be considered constrained.

Advisory fees from these performance

Hamilton Lane Incorporated

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(In thousands, except share and per share amounts)

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

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

Advisory fees from these performance obligations for contracts where the Company does not have discretion over investment decisions are generally based upon fixed amounts and are usually billed quarterly.

obligations for contracts where the Company does not have discretion over investment decisions are generally based upon fixed amounts and are usually billed quarterly.

For distribution management services, the Company satisfies these performance obligations at a point in time when shares are sold/liquidated and the proceeds are delivered and the customer receives and consumes the benefits of the services.

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Data and analytics fees are generally received on an annual basis and recognized over the service term.

The Company incurs certain costs related to the organization and syndication of new Partnerships.

The Company incurs certain costs related to the organization and syndication of new Funds.

These costs generally include professional fees, legal fees, and other related items.

The Company expenses these costs as they are incurred.

Once the Partnership is successfully formed and has held its first closing, the Company recognizes those costs as revenue in the Consolidated Statements of Income as the Partnership is then able to reimburse the Company for these costs.

Prior to the first closing of a new Fund, the Company incurs costs that it generally does not have an enforceable right to reimbursement, as the contractual obligation of the Fund to reimburse the Company is contingent upon the Fund’s successful formation.

As such, no receivable or contract asset is recognized during the interim period between cost incurrence and the Fund closing.

Once the Fund is successfully formed and has held its first closing, the Company recognizes those costs and any subsequent costs as revenue in the Consolidated Statements of Income as the Fund is then able to reimburse the Company for these costs.

Equity-based consideration payable to a customer

In connection with the Guardian Transaction described in Note 3, the Company issued a warrant for shares of its Class A common stock to a customer.

The Company measured the fair value of the warrant using the grant-date fair value determined under Topic 718.

The fair value of the warrant is recognized as a reduction of management fee revenue over the contract performance period as the Company provides the related asset management services.

Incentive fees

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

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

Specialized funds and certain contracts with certain customized separate accounts provide incentive fees, which generally range from 5 % to 12.5 % of profits, when investment returns exceed minimum return levels or other performance targets.

Incentive fees are subject to significant variability due to their dependence on investment performance over multi‑year periods and/or the terms of the applicable fund or account agreements.

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

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

In assessing whether the constraint should be applied, the Company considers factors including, but not limited to:

the stage of the Fund and degree to which the underlying portfolio has been realized;

historical clawback experience across similar Fund vintages;

the ratio of cumulative distributions to total value;

the amount and probability of additional future capital contributions to the Fund or account, including unfunded commitments and follow-on investment opportunities;

and current and expected future market conditions.

The constraint assessment is performed at each reporting date and requires significant judgment.

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

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

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

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

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

Hamilton Lane Incorporated

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(In thousands, except share and per share amounts)

in underlying portfolio investments.

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

revenue immediately upon receipt.

The tax-related portion is estimated based on the applicable statutory tax rates in effect at the time of receipt.

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

Incentive fees received before the revenue recognition criteria have been met, which are included in other liabilities in the Consolidated Balance Sheets.

Compensation and Benefits

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Incentive fee compensation expense includes compensation directly related to incentive fees.

Certain employees of the Company are granted allocations or profit-sharing interests and are thereby, as a group, entitled to a 25 % portion of the incentive fees earned by the Company from certain Partnerships and certain managed accounts subject to vesting.

Certain employees of the Company are granted allocations or profit-sharing interests and are thereby, as a group, entitled to a 25 % portion of the incentive fees earned by the Company from certain Funds and certain managed accounts, subject to vesting.

Amounts payable pursuant to these arrangements are recorded as compensation expense when they have become probable and reasonably estimable.

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Non-Operating Gain (Loss)

Non-operating gain (loss) consists primarily of gains or losses recorded on sales of other assets, fair value adjustments on investments and adjustments to the payable to related parties pursuant to the tax receivable agreement.

Non-operating gain (loss) consists primarily of gains or losses recorded on sales of other assets, strategic technology investments and adjustments to the payable to related parties pursuant to the tax receivable agreement.

The Company accounts for income taxes using the asset and liability method.

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state and local taxes and foreign taxes attributable to its operations in foreign jurisdictions.

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

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

Any taxable income or loss

Hamilton Lane Incorporated

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(In thousands, except share and per share amounts)

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

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

As a result, the Company does not record income taxes on pre-tax income or loss attributable to the NCI in the Consolidated Funds and Partnerships and HLA, except for certain U.S.

state and local taxes and foreign taxes discussed above.

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

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

Hamilton Lane Incorporated

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(In thousands, except share and per share amounts)

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

The below table presents revenues by geographic location:

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

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

For the fiscal year ended March 31, 2026, two evergreen Funds accounted for approximately 18 % and 15 % of the Company’s total revenues, respectively.

For the fiscal year ended March 31, 2025, one evergreen fund accounted for approximately 14 % of the Company’s total revenues.

Dividends and Distributions

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

Reclassifications

Certain prior period amounts have been reclassified to conform to current year presentation.

These reclassifications did not affect the Company’s consolidated financial position, results of operations, comprehensive income, cash flows, or stockholders’ equity.

On the Consolidated Balance Sheets and Consolidated Statements of Income, Comprehensive Income and Stockholder’s Equity, the Company reclassified “Non-controlling interests in Partnerships” and “Non-controlling interests in Consolidated Funds” into a single line titled “Non-controlling interests in Consolidated Funds and Partnerships”.

In the Investing Activities section of the Consolidated Statements of Cash Flows, the Company reclassified “Purchase of convertible notes” and “Purchase of investments” into a single line item titled “Purchase of convertible notes and investments”.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

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Reporting, monitoring, data and analytics 35,766 29,244 24,711

29,244 24,711 24,792

Distribution management 2,170 2,619 5,054

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Customized separate accounts 24,282 16,204 11,918

Consolidated variable interest entities related:

Consolidated Funds and Partnerships

Specialized funds 4,202 803 —

Total incentive fees $ 174,777 $ 199,099 $ 101,906

Strategic Partnership

On November 2, 2025, the Company entered into a long-term strategic partnership (the “Guardian Transaction”) with The Guardian Life Insurance Company of America (“Guardian”).

Through this partnership, the Company will oversee Guardian’s existing private equity portfolio and future commitments to private equity for the next 10 years.

On December 31, 2025, the Company issued a warrant related to a maximum of 400,000 shares of its Class A common stock (the “Warrant”) to Guardian in a private placement transaction.

On December 31, 2025, the Company recognized an asset of $ 8,367 recorded in other assets in the Consolidated Balance Sheets, associated with the Warrant shares that were vested and exercisable upon issuance, subject to clawback provisions.

The asset, along with the remaining grant date fair value of the Warrant, will be recognized as a reduction of management fee revenue over the contract performance period as the Company provides the related asset management services.

Hamilton Lane Incorporated

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Investments consist of the following:

Equity method investments in Partnerships $ 453,636 $ 408,615

Equity method investments in Funds $ 567,888 $ 453,636

Other equity method investments — 386

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Total Investments $ 774,443 $ 664,354

Investments of consolidated VIEs consist of the following:

Equity method investments in Partnerships $ 19,292 $ 28,575

Investments of Consolidated Funds and Partnerships consist of the following:

Equity method investments in Funds $ 20,841 $ 19,292

Fair value investments 505,237 77,408

Total Investments of Consolidated VIEs $ 96,700 $ 28,575

Total Investments of Consolidated Funds and Partnerships $ 526,078 $ 96,700

Equity method investments

The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized separate accounts.

The strategies and geographic location of investments within the Partnerships vary by fund.

The Company has a 1 % interest in substantially all of the Partnerships, representing a general partner interest.

The Company’s equity method investments in Funds represent its ownership in certain specialized funds and customized separate accounts.

The strategies and geographic location of investments vary by Fund.

The Company has a 1 % interest in substantially all of the Funds.

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

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

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

Primary funds $ 39,972 $ 35,251

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Evergreen funds 194,109 122,495

Total equity method investments in Partnerships $ 453,636 $ 408,615

Total equity method investments in Funds $ 567,888 $ 453,636

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

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(In thousands, except share and per share amounts)

The summarized financial information of the Company’s equity method investments in Partnerships is as follows:

The summarized financial information of the Company’s equity method investments in Funds is as follows:

Investments $ 59,976,551 $ 50,486,273

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Net income $ 4,855,043 $ 2,074,232 $ 2,894,158

Fair value investments

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

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

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

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

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

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Measurement Alternative Investments

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Carrying amount, end of year $ 206,555 $ 198,142 $ 175,522

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

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

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

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

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

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

Prior to the impairment recorded, the carrying value of the investment was $ 74,189 .

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

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

Hamilton Lane Incorporated

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Financial assets:

Fair value investments

$ — $ — $ 12,190 $ — $ 12,190

Consolidated VIEs

Consolidated Funds

Fair value investments 107,379 — 6,305 391,553 505,237

Total financial assets $ 107,379 $ — $ 6,305 $ 391,553 $ 505,237

Financial liabilities:

Secured financing (1)

$ — $ — $ 12,190 $ — $ 12,190

Total financial liabilities $ — $ — $ 12,190 $ — $ 12,190

As of March 31, 2025

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$ — $ — $ 12,190 $ — $ 12,190

Consolidated Funds

Fair value investments

— — 3,916 73,492 77,408

Total financial assets $ — $ — $ 16,106 $ 73,492 $ 89,598

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Total financial liabilities $ — $ — $ 12,190 $ — $ 12,190

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

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

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

Fair Value Unfunded Commitment

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

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

As of March 31,

Fair Value Unfunded Commitment Fair Value Unfunded Commitment

Direct investment funds $ 54,138 $ 8,097 $ 13,698 $ 1,232

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The following is a reconciliation of fair value investments for which significant unobservable inputs (Level 3) were used in determining value:

Private equity funds Direct credit investments Direct equity investments Total investments

Private equity funds Direct equity investments Total investments

Balance as of March 31, 2024

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Net (loss) gain ( 802 ) 373 ( 429 )

Transfer in — — —

Transfer out — — —

Balance as of March 31, 2025

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Distributions ( 15 ) ( 371 ) ( 386 )

Net (loss) gain ( 802 ) — 373 ( 429 )

Balance as of March 31, 2025

Net gain (loss) 165 ( 1,201 ) ( 1,036 )

Transfer in — — —

Transfer out (1)

( 4,424 ) ( 6,353 ) ( 10,777 )

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

Direct credit investments Direct equity investments Total investments

Balance as of March 31, 2026

$ 21,163 $ — $ 21,163

(1) During the quarter ended March 31, 2026, the Company fully derecognized the investments held as collateral and related Secured financing liability that was previously recorded within other assets and liabilities, respectively in the Consolidated Balance Sheets.

The following is a reconciliation of investments held by the Company’s Consolidated Funds for which significant unobservable inputs (Level 3) were used in determining value:

Direct equity investments

Balance as of March 31, 2024

Contributions 4,391

Distributions ( 116 )

Net gain 494 — 494

Transfer in (1)

23,117 — 23,117

Transfer out (1)

( 69,381 ) — ( 69,381 )

Balance as of March 31, 2025

Contributions 11,731

Distributions — ( 116 ) ( 116 )

Net gain — 20 20

Transfer out (1) (2)

— ( 379 ) ( 379 )

Balance as of March 31, 2026

$ — $ 3,916 $ 3,916

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

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

(1) Transfer out relates to a change in valuation approach on an equity investment from Level 3 to NAV practical expedient based upon the availability of information.

(2) Transfer out relates to deconsolidation of a previously consolidated fund entity which held Level 3 investments.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

March 31, 2026

Fair Valuation Unobservable Weighted

Value Methodology Inputs Range Average

Fair Value Valuation Methodology

Investments held by Consolidated Funds

Direct equity investments $ 6,305 Recent precedent transactions

March 31, 2025

Fair Value Valuation Methodology Significant Unobservable Inputs Range Weighted Average

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

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

Investments of consolidated VIE

Investments held by Consolidated Funds

Direct equity investments $ 3,916 Recent precedent transactions

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

Variable Interest Entities

The Company holds variable interests in entities that are considered VIEs because limited partners or members do not have substantive participating rights to remove the Company as the general partner, managing member and/or investment manager or to terminate the entity without cause by simple majority vote.

The Company’s variable interest primarily consist of direct equity interests in the Funds.

In these capacities, the Company, generally acts as sponsor of the applicable Funds and has the authority to make all significant investment and operating decisions.

The Company evaluates whether it holds a variable interest in an entity by reviewing its equity ownership and whether the Company absorbs risk created and distributed by the entity.

Fees received by the Company are not variable interests when (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) the Company’s other economic interests in the VIE held directly and indirectly through its 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.

Hamilton Lane Incorporated

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March 31, 2024

Fair Valuation Unobservable Weighted

Value Methodology Inputs Range Average

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

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

Market approach Equity multiple 1.6 x 1.6 x

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

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

Variable Interest Entities

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

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

In the Company’s role as general partner or managing member, it generally considers itself the sponsor of the applicable Partnership and makes all investment and operating decisions.

The Company consolidates VIEs in which it is determined that the Company is the primary beneficiary.

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

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

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

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

Consolidated Variable Interest Entities

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

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

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

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

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

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

The deconsolidations during the years ended March 31, 2026 and 2025 did not impact the Company’s Consolidated Statements of Income.

The following table presents the assets and liabilities of consolidated VIEs that are included in the Consolidated Balance Sheets.

Assets of Consolidated Funds and Partnerships:

Cash and cash equivalents $ — $ 48,112

Investments 487,357 96,700

Other assets 9,516 460

Total assets $ 496,873 $ 145,272

Liabilities of Consolidated Funds and Partnerships:

Subscriptions in advance $ 55,561 $ —

Other liabilities 12,902 922

Total liabilities $ 68,463 $ 922

Non-consolidated Variable Interest Entities

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

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

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

As of each of March 31, 2026 and March 31, 2025, the total remaining unfunded commitments to the non-consolidated VIEs was $ 185,210 and $ 185,680 , respectively.

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

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

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

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

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

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

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

15 unchanged sentences

Depreciation expense was $ 8,413 , $ 7,583 and $ 6,485 for the years ended March 31, 2026, 2025 and 2024, respectively, and is included in general, administrative and other expenses in the Consolidated Statements of Income.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

The Company’s debt consisted of the following:

5 unchanged sentences

Total Debt $ 280,625 $ 278,420 $ 293,125 $ 290,303

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

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

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

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

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

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

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

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

Borrowings accrue interest at a fixed per annum rate equal to the prime rate minus 1.50 % subject to a floor of 3.00 % and matures on October 1, 2029.

As of March 31, 2025, the Company had no borrowings outstanding under the 2022 Multi-Draw Term Loan Agreement.

The Loan Agreements 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.

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

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

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

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

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

On October 1, 2025, the Company amended its existing 2022 Multi-Draw Term Loan Agreement (as amended, the “2022 Multi-Draw Facility”) with JPMorgan Chase Bank, N.A.

(“JPMorgan”).

The amendment included a decrease in the aggregate principal amount available to be borrowed from $ 75,000 to $ 50,000 , modified dates related to principal and interest payments and revised interest rates for borrowings to the greater of the prime rate minus 1.35 % or 3.00 %.

The 2022 Multi-Draw Facility matures on October 1, 2029.

As of March 31, 2026 the Company had no outstanding balance under the 2022 Multi-Draw Term Facility

The Term Loan and Security Agreement (as amended, the “Term Loan”) has an $ 87,500 borrowing capacity, a maturity date of July 1, 2029, and an interest rate of a floating per annum rate equal to the prime rate minus 1.25 % subject to a floor of 3.00 %.

The Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”) has a $ 50,000 borrowing capacity, a maturity date of October 6, 2027, and an interest rate of a floating per annum rate equal to the prime rate minus 1.50 % subject to a floor of 2.25 %, the Company has no outstanding balance under the Revolving Loan Agreement.

The 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Facility”) provides for a term loan in the aggregate principal amount of $ 100,000 , has a maturity date of April 1, 2030, and the interest rate is a fixed per annum rate of 3.50 %.

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

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

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

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

1 unchanged sentence

2027 $ 21,875

Thereafter 12,500

Total $ 280,625

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

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

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

The carrying value of the Company’s Term Loan as of each of March 31, 2026 and 2025 approximated fair value.

The 2020 multi-draw facility had an estimated fair value of $ 91,768 and $ 99,305 as of each of March 31, 2026 and 2025, respectively.

The Company’s Senior Notes had an estimated fair value of $ 94,641 and $ 99,222 as of each of March 31, 2026 and 2025, respectively.

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

2 unchanged sentences

Holders of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Class B common stock

2 unchanged sentences

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

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Shares of Common Stock Outstanding

The following table shows a rollforward of our common stock outstanding:

The following table shows a rollforward of the Company’s common stock outstanding:

Class A Class B

16 unchanged sentences

Shares issued (repurchased) in connection with offering 378,705 ( 341,962 )

Shares repurchased and retired ( 199,000 ) —

Shares issued in connection with ESPP 29,184 —

4 unchanged sentences

43,697,484 11,836,450

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

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

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

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Share Repurchases

During the three months ended March 31, 2026, the Company repurchased 199,000 shares of its 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 $ 19,986 under the Stock Repurchase Program.

HLA Operating Agreement

2 unchanged sentences

In addition to these tax distributions, HLA made distributions in excess of required tax distributions to members in an aggregate amount of $ 49,718 , $ 46,383 , and $ 43,053 for the years ended March 31, 2026, 2025, and 2024, respectively.

February 2025 Offering

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

September 2025 Offering

In September 2025, the Company and a selling stockholder completed a registered offering of an aggregate of 528,705 shares of Class A common stock at a price to the underwriter of $ 146.51 per share (the “September 2025 Offering”).

The shares sold consisted of 150,000 shares held by the selling stockholder and 378,705 shares newly issued by the Company.

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

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

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

The Company received $ 55,484 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges of a total of 341,962 Class B units and 36,743 Class C units by certain members of HLA.

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

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

March 2024 Offering

In March 2024, the Company and a selling stockholder completed a registered offering of an aggregate of 1,922,322 shares of Class A common stock at a price to the underwriter of $ 108.00 per share (the “March 2024 Offering”).

February 2025 Offering

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

8 unchanged sentences

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

Warrant Instrument

In connection with the Guardian Transaction, the Company issued the Warrant allowing for purchases of up to 400,000 shares of Class A common stock, with a grant date fair value of $ 19,618 .

The Warrant will

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

expire on February 29, 2036.

The Company accounts for the Warrant as equity as it is indexed to the Company’s common stock and can only be settled in cash at the Company’s election.

Upon issuance, 150,000 shares of Class A common stock with a weighted average exercise price of $ 131.56 per share became exercisable.

The remaining shares will vest evenly over a 10 year period subject to minimum annual contract commitments.

The fair value of the Warrant was estimated using a Black-Scholes valuation method using the following assumptions:

Closing share price as of grant date $ 132.24

Weighted average exercise price 161.46

Risk Free Rate 4.18 %

Dividend rate 1.63 %

Volatility (1)

Expected term 10.2 years

(1) The Company estimates expected volatility based on the historic volatility of its own Class A common stock.

Equity Based Compensation

9 unchanged sentences

At inception, there were 1,000,000 shares available for purchase through the ESPP and 805,511 shares were available as of March 31, 2026.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Restricted Stock Awards

1 unchanged sentence

Substantially all of the awards vest over four years in equal annual installments.

On each vesting date, the related employee tax liabilities are either paid in cash by the employee or stock is sold back to the Company at the then-current fair value to offset the required minimum tax withholding obligations.

On each vesting date, the related employee tax liabilities are either paid in cash by the employee or stock is sold back to the Company at the then-current fair

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

value to offset the required minimum tax withholding obligations.

Forfeitures are recognized as they occur.

13 unchanged sentences

Performance Awards

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

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

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

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

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

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

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

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

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

Due to the existence of the service requirements on Performance Awards, compensation expense is recognized ratably over the respective minimum service periods from the grant date through the vesting date.

The fair values of Performance Awards are based on a Monte Carlo simulation valuation model.

The Performance Awards granted on September 16, 2025 will vest based upon (i) achieving a compound annual growth rate of total shareholder return of at least 8 % as of September 16, 2030 and (ii) continued employment through September 16, 2030.

Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of the Performance Awards granted September 16, 2025:

Grant Date Fair Value $ 75.27

Closing share price as of grant date 147.58

Risk Free Rate 3.6 %

Volatility (1)

Dividend Yield 1.5 %

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

Hamilton Lane Incorporated

8 unchanged sentences

March 31, 2026 1,665,982 $ 101.59

September 16, 2024

Grant Date Fair Value $ 130.75

Closing share price as of grant date 153.23

Risk Free Rate 3.5 %

Volatility (1)

Dividend Yield 1.3 %

As of March 31, 2026, total estimated unrecognized expense related to the unvested Performance Awards was $ 113,650 .

10 unchanged sentences

The Company makes discretionary and/or matching contributions to the plans, which amounted to $ 4,101 , $ 3,215 and $ 4,341 for the years ended March 31, 2026, 2025 and 2024, respectively, and is included in compensation and benefits expense in the Consolidated Statements of Income.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

4 unchanged sentences

Total income before income taxes $ 462,923 $ 362,277 $ 281,661

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Components of income tax expense consist of the following:

5 unchanged sentences

Total current income tax expense $ 46,957 $ 36,428 $ 37,757

$ 36,428 $ 37,757 $ 34,972

Federal $ 17,955 $ 14,144 $ 13,148

2 unchanged sentences

Total deferred income tax expense 28,246 12,081 16,697

12,081 16,697 20,453

Total income tax expense $ 75,203 $ 48,509 $ 54,454

$ 48,509 $ 54,454 $ 55,425

The Company adopted ASU 2023-09 on a prospective basis.

See Note 2 - Summary of Significant Accounting Policies for additional details on the adoption of ASU 2023-09.

A reconciliation of the U.S.

federal statutory income tax rate to the Company's effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended March 31, 2026 is as follows:

Federal Statutory Tax Rate $ 97,214 21.0 %

State and Local Income Tax, Net of Federal (National) Income Tax Effect (1)

Foreign Tax Effects

Other Jurisdictions 1,692 0.4 %

Effect of Changes in Tax Laws or Rates Enacted in the Current Period

Effect of Cross-Border Tax Laws 2,637 0.6 %

Tax Credits ( 1,500 ) ( 0.3 ) %

Changes in Valuation Allowances ( 6,605 ) ( 1.4 ) %

Nontaxable or Nondeductible Items

NCI ( 29,093 ) ( 6.3 ) %

Other 355 0.1 %

Other Adjustments 121 — %

Effective tax rate $ 75,203 16.3 %

(1) State taxes in CA, NY and PA made up the majority (greater than 50 percent) of the tax effect in this category.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

A reconciliation of the U.S.

statutory income tax rate to the Company’s effective tax rate is as follows:

Year Ended March 31,

2025 2024 2023

Federal tax at statutory rate 21.0 % 21.0 %

State income taxes, net of federal benefit 1.2 % 2.8 %

Non-controlling interest ( 5.6 ) % ( 6.4 ) % ( 6.8 ) %

NCI ( 5.6 ) % ( 6.4 ) %

Valuation allowance ( 4.4 ) % 1.6 %

1 unchanged sentence

Effective tax rate 13.4 % 19.3 %

The significant components of deferred tax assets and liabilities are as follows:

The significant components of deferred tax assets are as follows:

Year Ended March 31,

Deferred tax assets:

Basis difference in HLA $ 306,551 $ 329,129

Tax Receivable Agreement 54,743 57,255

Fixed assets — 63

Valuation allowance ( 69,565 ) ( 79,432 )

4 unchanged sentences

As of March 31, 2026 and 2025, the Company did not have net operating loss carryforwards.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

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

In connection with the September 2025 Offering and related unit exchanges, the Company recorded a deferred tax asset of $ 12,402 , presented net of a valuation allowance of $ 1,584 for the portion of tax benefits for which realization is not more likely than not.

In conjunction with this recognition, the Company also recorded a payable to related parties of $ 10,280 pursuant to the tax receivable agreement, recognized through equity.

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

6 unchanged sentences

As of March 31, 2026, the Company’s federal income tax returns from 2022 remain open and are subject to examination.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

Pursuant to the disclosure requirements of ASU 2023-09, the following table summarizes income taxes paid (net of refunds) exceeding five percent of total income taxes paid (net of refunds) in the following jurisdictions:

March 31, 2026

Federal $ 44,501

State and Local 6,363

Foreign 3,569

Total income taxes paid (net of refunds) $ 54,433

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

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

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

As of March 31, 2026, the Company is not subject to the Pillar Two model rules and will continue to monitor legislative developments and the potential impact on future periods.

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 the Company’s income tax expense.

Tax Receivable Agreement

The Company has recorded a liability related to the tax receivable agreement of $ 240,648 and $ 201,422 as of March 31, 2025 and 2024, respectively.

The Company has recorded a payable to related parties pursuant to the tax receivable agreement of $ 235,425 and $ 240,648 as of March 31, 2026 and 2025, respectively.

Payments of $ 12,000 and $ 11,924 were made during the years ended March 31, 2026 and 2025, respectively.

In the event that the valuation allowance related to tax benefits associated with the tax receivable agreement is released in a future period, an additional estimated payable will be due to the TRA Recipients of $ 25,264 .

In the event that the valuation allowance related to tax benefits associated with the tax receivable agreement is released in a future period, an additional estimated payable of $ 28,943 will be due.

Earnings per Share

2 unchanged sentences

2026 2025 2024

Basic net income per share:

Net income attributable to HLI $ 249,180 $ 217,417 $ 140,858

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

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

Weighted Average Shares 41,605,636 39,922,212 37,858,177

7 unchanged sentences

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

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

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

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

8 unchanged sentences

Weighted-average shares of Class A common stock outstanding - basic 41,605,636 39,922,212 37,858,177

Weighted-average effect of dilutive securities:

Assumed vesting of employee awards 421,111 385,606 82,742

3 unchanged sentences

Diluted EPS of Class A common stock $ 5.92 $ 5.41 $ 3.69

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

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

The following table presents the weighted-average Performance Awards and the Warrant shares excluded from diluted EPS that would have been antidilutive or for which the market or performance conditions have not been achieved as of the period reported:

Year Ended March 31,

2026 2025 2024

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

Performance Awards

1,346,727 774,359 528,282

Warrant Shares 99,726 — —

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

Related-Party Transactions

2 unchanged sentences

The Company has investment management agreements with various specialized funds and customized separate accounts that it manages.

The Company earned management and advisory fees from Partnerships of $ 412,952 , $ 350,792 , and $ 270,710 for the years ended March 31, 2025, 2024 and 2023, respectively.

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

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

The Company earned management and advisory fees from Funds of $ 481,400 , $ 412,952 , and $ 350,792 for the years ended March 31, 2026, 2025 and 2024, respectively.

The Company earned incentive fees from Funds of $ 168,731 , $ 193,657 , and $ 97,860 for the years ended March 31, 2026, 2025 and 2024, respectively.

Fees receivable from the Funds were $ 132,154 and $ 156,776 as of March 31, 2026 and 2025, respectively, and are included in fees receivable in the Consolidated Balance Sheets.

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

Sale of Consolidated Fund

On October 23, 2025, the Company completed the sale of its interests in a wholly-owned Consolidated Fund to a Fund that the Company manages for $ 92,278 in cash.

As a result of the sale, the Company derecognized all of the assets and liabilities of the Consolidated Fund, including $ 70,143 of cash held by the Consolidated Fund, during the year ended March 31, 2026.

After the deconsolidation, the Company did not retain an equity interest but remains the investment manager of the fund.

Supplemental Cash Flow

8 unchanged sentences

Non-cash investing activities:

Investments purchased by Consolidated Fund not yet paid $ ( 5,800 ) $ — $ —

Deconsolidation of investments held by deconsolidated fund $ 23,846 $ 9,758 $ 103,990

Transfer of equity method investment in Partnerships from deconsolidated fund $ 27,240 $ 32,018 $ —

Transfer of equity method investment in Funds from deconsolidated fund $ 12,324 $ 27,240 $ 32,018

Conversion of note receivable $ — $ 2,161 $ —

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

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

3 unchanged sentences

Members’ distributions declared but not paid $ 27,066 $ 26,810 $ 23,815

Warrant related asset $ 8,367 $ — $ —

Commitments and Contingencies

2 unchanged sentences

Incentive Fees

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

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

The Funds have allocated carried interest still subject to contingencies that did not meet the Company’s criteria for revenue recognition in the amounts of $ 1,546,358 and $ 1,260,277 , net of amounts attributable to NCI, at March 31, 2026 and 2025, respectively.

If the Company ultimately receives the unrecognized carried interest, a total of $ 386,589 and $ 315,069 as of March 31, 2026 and 2025, respectively, would potentially be payable to certain employees and third parties

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

pursuant to compensation arrangements related to carried interest profit-sharing plans.

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

2 unchanged sentences

Short-term lease costs are not material.

Hamilton Lane Incorporated

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

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

12 unchanged sentences

Total operating lease liabilities $ 78,059

The Company serves as the investment manager of the Partnerships.

The general partner or managing member of each Partnership is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances.

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

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

The Company serves as the investment manager of the Funds.

The general partner or managing member of each Fund is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances.

The Company’s aggregate unfunded commitment to the Funds was $ 272,151 and $ 312,215 as of March 31, 2026 and 2025, respectively.

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

The Company has an unrealized net gain on strategic investments of $ 34,086 as of March 31, 2026.

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

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

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

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

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

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

The employees also have an option

Hamilton Lane Incorporated

1 unchanged sentence

(In thousands, except share and per share amounts)

to enter into a loan agreement with a third-party lender to fund committed capital.

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

As of March 31, 2026 and 2025, the total amount of outstanding loans at the third-party lender under the EIP was $ 1,663 and $ 1,280 , respectively, and the Company believes the risk of default by an employee to be remote.

Subsequent Event

1 unchanged sentence

The payment date will be July 7, 2026.

On May 21, 2026, the Company announced that its board of directors had approved an increase in the authorization under its stock repurchase program to permit the Company to purchase up to $ 100,000 of Class A common stock, net of amounts already repurchased under the pre-existing authorization, with no share count or duration limitations.

As of May 21, 2026, the total amount outstanding under the Company’s stock repurchase authorization was approximately $ 80,000 .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data