5 unchanged sentences
In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
−Removed: Based on management’s evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at March 31, 2025.
+Added: Based on management’s evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level at March 31, 2026.
Management’s Report on Internal Control over Financial Reporting
12 unchanged sentences
During the three months ended March 31, 2026, none of the Company’s directors or officers adopted , terminated or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).
−Removed: Item 5.02(e) — Co-Chief Executive Officer Awards
−Removed: On March 11, 2025, our Board upon recommendation by the Compensation Committee approved the grant of the first in a series of five annual awards of 30,000 shares of time-based restricted stock to each of our Co-CEOs (the “Annual Awards”) after determining that performance conditions for fiscal 2025 had been satisfied.
−Removed: These initial Annual Award grants were made on March 14, 2025.
−Removed: The shares subject to each Annual Award grant will vest in equal installments on the four successive anniversaries of the grant date, subject to the continued employment of the applicable Co-CEO.
−Removed: For the four remaining Annual Awards, a one-year performance period (aligned with our fiscal year) will precede each award date, and the satisfaction of certain performance criteria within that performance period will determine whether a grant is made.
−Removed: Our Compensation Committee will establish these performance criteria and will determine if they have been met.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Election of Directors”, “Executive Officers”, “Corporate Governance” and “Delinquent Section 16(a) Reports”, if any.
+Added: The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, to be filed no later than 120 days after the end of our fiscal year ended March 31, 2026 in connection with our 2026 annual meeting of stockholders (the “Proxy Statement”) under the headings “Election of Directors”, “Executive Officers”, “Corporate Governance” and “Delinquent Section 16(a) Reports”, if any.
Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.
Executive Compensation
−Removed: The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Corporate Governance”, “Executive Compensation” and “Director Compensation”.
+Added: The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement, under the headings “Corporate Governance”, “Executive Compensation” and “Director Compensation”.
Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Ownership of Common Stock” and “Equity Compensation Plan Information”.
+Added: The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement under the headings “Ownership of Common Stock” and “Equity Compensation Plan Information”.
Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Certain Relationships and Related-Party and Other Transactions” and “Corporate Governance”.
+Added: The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement under the headings “Certain Relationships and Related-Party and Other Transactions” and “Corporate Governance”.
Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.
Principal Accountant Fees and Services
−Removed: The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm”.
+Added: The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm”.
Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K.
10 unchanged sentences
Incorporated By Reference Filed Herewith
−Removed: Description of Exhibit Form Exhibit Filing Date File No.
+Added: Description of Exhibit Form Exhibit Filing Date
Amended and Restated Certificate of Incorporation of Hamilton Lane Incorporated
5 unchanged sentences
8-K 4.1 10/11/24
+Added: Form of Warrant
+Added: 10-Q 4.1 11/4/25
Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among Hamilton Lane Advisors, L.L.C.
17 unchanged sentences
Incorporated By Reference Filed Herewith
−Removed: Description of Exhibit Form Exhibit Filing Date File No.
+Added: Description of Exhibit Form Exhibit Filing Date
Amendment No.
5 unchanged sentences
DEF 14A Appendix B 7/25/24
+Added: Form of Restricted Stock Award Agreement under the 2017 Equity Incentive Plan
+Added: S-1/A 10.7 2/16/17
Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan
8-K 10.2 9/5/24
+Added: Form of Director Restricted Stock Award Agreement under the 2017 Equity Incentive Plan
+Added: 10-Q 10.1 2/9/18
Form of Director Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan
1 unchanged sentence
Form of Non-Qualified Stock Option Agreement under the 2017 Equity Incentive Plan
+Added: Form of Performance Stock Award Agreement under the Hamilton Lane Incorporated 2017 Equity Incentive Plan
+Added: 8-K 10.3 9/22/22
Form of Performance Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan
8-K 10.4 9/5/24
+Added: Form of Performance Stock Award Agreement under the Amended and Restated 2017 Equity Incentive (CAGR TSR)
+Added: 10-Q 10.2 11/4/25
Hamilton Lane Advisors, L.L.C.
2016 Carried Interest Plan (amended and restated, effective as of January 1, 2018)
−Removed: Hamilton Lane Incorporated Employee Share Purchase Plan
−Removed: Amendment No.
−Removed: 1 to the Hamilton Lane Incorporated Employee Share Purchase Plan
+Added: Amended and Restated Hamilton Lane Incorporated Employee Share Purchase Plan
10-Q 10.2 2/3/26
−Removed: Amendment No.
−Removed: 2 to the Hamilton Lane Incorporated Employee Share Purchase Plan
−Removed: 10-K 10.19 5/25/23 001-38021
−Removed: Amendment No.
−Removed: 3 to the Hamilton Lane Incorporated Employee Share Purchase Plan
Form of Indemnification Agreement between Hamilton Lane Incorporated and certain of its directors and officers
−Removed: Term Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
Incorporated By Reference Filed Herewith
−Removed: Description of Exhibit Form Exhibit Filing Date File No.
+Added: Description of Exhibit Form Exhibit Filing Date
+Added: Term Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
First Amendment to Term Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
22 unchanged sentences
Incorporated By Reference Filed Herewith
−Removed: Description of Exhibit Form Exhibit Filing Date File No.
+Added: Description of Exhibit Form Exhibit Filing Date
First Amendment to Multi-Draw Term Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
12 unchanged sentences
8-K 10.2 10/11/24
+Added: Multi-Draw Term Loan and Security Agreement, dated October 20, 2022, between JPMorgan Chase Bank, N.A.
+Added: and Hamilton Lane Advisors, L.L.C.
+Added: (conformed through Second Amendment)
+Added: 8-K 10.1 10/6/25
Note Purchase Agreement, dated October 8, 2024, among Hamilton Lane Advisors, L.L.C.
7 unchanged sentences
Hamilton Lane Incorporated Insider Trading Policies and Procedures
−Removed: 10-K 19.1 5/23/24 001-38021
List of Subsidiaries
1 unchanged sentence
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Incorporated By Reference Filed Herewith
−Removed: Description of Exhibit Form Exhibit Filing Date File No.
+Added: Description of Exhibit Form Exhibit Filing Date
+Added: Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13 unchanged sentences
‡ Furnished herewith.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 30th day of May, 2025.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of May, 2026.
HAMILTON LANE INCORPORATED
Co-Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 30th day of May, 2025.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 21st day of May, 2026.
Signature Title
/s/ Hartley R.
−Removed: Rogers Executive Co-Chairman of the Board of Directors
−Removed: Giannini Executive Co-Chairman of the Board of Directors
+Added: Rogers Executive Co-Chairman and Chairman of the Board of Directors
Hirsch Co-Chief Executive Officer and Director (Co-Principal Executive Officer)
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.