Hamilton Lane INC 10-K

Item 8. Financial Statements and Supplementary Data Index Page Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 42 ) 116 Consolidated Balance Sheets 119 Consolidated Statements of Income 120 Consolidated Statements of Comprehensive Income 121 Consolidated Statements of Stockholders' Equity 122 Consolidated Statements of Cash Flows 124 Notes to Consolidated Financial Statements 126 115 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Hamilton Lane Incorporated Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Hamilton Lane Incorporated (the Company) as of March 31, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 21, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Recognition of Net Deferred Tax Asset from Equity Offering and Unit Exchange Description of the Matter As further discussed in Note 12 to the consolidated financial statements, in connection with the Company’s equity offering and unit exchanges during the current year (the “Transactions”), the Company recorded a net deferred tax asset of $12.4 million. As further discussed in Note 2 to the consolidated financial statements, the resulting basis differences arising from the Transactions represent a temporary difference for which the Company records a deferred tax asset if it is more likely than not the deferred tax asset will be realized. Realization of this deferred tax asset is dependent upon, among other things, the future tax deductions of tax basis step-ups related to the Transactions. Auditing the Company’s recognition of the net deferred tax asset related to the Transactions is especially challenging, as the Company’s determination of the tax basis step-ups and related future tax deductions requires the application of complex tax laws and regulations for partnerships and the identification of historical basis differences. 116 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s net deferred tax asset recognition process, including controls over management’s review of the determination of the tax basis step-ups and related future tax deductions and the identified historical basis differences described above. To test the recognition of the net deferred tax asset resulting from the Transactions, we involved tax subject matter professionals and performed procedures that included, among others, evaluating the technical merit of the Company’s determination of the tax basis step-ups and the related future tax deductions based on relevant tax law and regulations. We also used available tax-related information to evaluate the historical basis differences the Company used in its determination. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. Philadelphia, Pennsylvania May 21, 2026 117 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Hamilton Lane Incorporated Opinion on Internal Control Over Financial Reporting We have audited Hamilton Lane Incorporated’s internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hamilton Lane Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes and our report dated May 21, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Philadelphia, Pennsylvania May 21, 2026 118 Hamilton Lane Incorporated Consolidated Balance Sheets (In thousands, except share and per share amounts) March 31, 2026 2025 Assets Cash and cash equivalents $ 360,955 $ 229,161 Restricted cash 8,008 6,331 Fees receivable 151,824 181,411 Prepaid expenses 13,783 11,258 Due from related parties 23,831 16,217 Furniture, fixtures and equipment, net 35,017 37,586 Lease right-of-use assets, net 61,405 61,413 Investments 774,443 664,354 Deferred income taxes 293,092 308,525 Other assets 43,336 28,827 Assets of Consolidated Funds and Partnerships: Cash and cash equivalents 2,941 48,112 Investments 526,078 96,700 Other assets 10,183 460 Total assets $ 2,304,896 $ 1,690,355 Liabilities and equity Accounts payable $ 5,659 $ 5,469 Accrued compensation and benefits 84,154 48,556 Accrued members’ distributions 27,066 26,810 Accrued dividend 22,520 20,233 Debt 278,420 290,303 Payable to related parties pursuant to tax receivable agreement 235,425 240,648 Lease liabilities 78,059 78,017 Other liabilities (includes $ 0 and $ 12,190 at fair value) 36,724 55,502 Liabilities of Consolidated Funds and Partnerships: Subscriptions in advance 55,561 — Other liabilities 14,769 922 Total liabilities $ 838,357 $ 766,460 Commitments and contingencies (Note 16) Class A common stock, $ 0.001 par value, 300,000,000 authorized; 43,697,484 and 43,497,538 issued and outstanding as of March 31, 2026 and 2025, respectively 44 43 Class B common stock, $ 0.001 par value, 50,000,000 authorized; 11,836,450 and 12,178,412 issued and outstanding as of March 31, 2026 and 2025, respectively 12 12 Additional paid-in-capital 299,313 261,856 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 Consolidated Funds and Partnerships 330,893 29,883 Non-controlling interests in Hamilton Lane Advisors, L.L.C. 220,414 176,731 Total equity $ 1,466,539 $ 923,895 Total liabilities and equity $ 2,304,896 $ 1,690,355 See accompanying notes to the consolidated financial statements. 119 Hamilton Lane Incorporated Consolidated Statements of Income (In thousands, except per share amounts) Year Ended March 31, 2026 2025 2024 Revenues Management and advisory fees $ 584,216 $ 513,864 $ 451,936 Incentive fees 170,575 198,296 101,906 Consolidated Funds and Partnerships: Incentive fees 4,202 803 — Total revenues 758,993 712,963 553,842 Expenses Compensation and benefits 299,575 274,497 204,004 General, administrative and other 132,078 120,929 103,403 Consolidated Funds and Partnerships: General, administrative and other 2,397 985 617 Total expenses 434,050 396,411 308,024 Other income (expense) Equity in income of investees 51,923 29,016 34,893 Interest expense ( 14,952 ) ( 13,332 ) ( 11,169 ) Interest income 11,083 7,874 5,427 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 Net gain on investments 83,750 11,915 3,034 Interest expense — — ( 6 ) Interest income 2,201 205 4,581 Total other income (expense) 137,980 45,725 35,843 Income before income taxes 462,923 362,277 281,661 Income tax expense 75,203 48,509 54,454 Net income 387,720 313,768 227,207 Less: Income attributable to non-controlling interests in Consolidated Funds and Partnerships 44,166 3,508 5,514 Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. 94,374 92,843 80,835 Net income attributable to Hamilton Lane Incorporated $ 249,180 $ 217,417 $ 140,858 Basic earnings per share of Class A common stock $ 5.99 $ 5.45 $ 3.72 Diluted earnings per share of Class A common stock $ 5.92 $ 5.41 $ 3.69 Dividends declared per share of Class A common stock $ 2.16 $ 1.96 $ 1.78 See accompanying notes to the consolidated financial statements. 120 Hamilton Lane Incorporated Consolidated Statements of Comprehensive Income (In Thousands) Year Ended March 31, 2026 2025 2024 Net income $ 387,720 $ 313,768 $ 227,207 Other comprehensive income (loss), net of tax: Foreign currency translation 1,741 ( 184 ) — Total other comprehensive income, net of tax $ 1,741 $ ( 184 ) $ — Comprehensive income $ 389,461 $ 313,584 $ 227,207 Less: 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 Total comprehensive income attributable to Hamilton Lane Incorporated $ 250,491 $ 217,276 $ 140,858 See accompanying notes to the consolidated financial statements. 121 Hamilton Lane Incorporated Consolidated Statements of Stockholders' Equity (In Thousands) Class A Common Stock Class B Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income Retained Earnings Non-Controlling Interests in Consolidated Funds and Partnerships Non-Controlling Interests in Hamilton Lane Advisors, L.L.C. Total Equity Balance at March 31, 2023 $ 39 $ 15 $ 171,567 $ — $ 243,823 $ 23,046 $ 135,702 $ 574,192 Net income — — — — 140,858 5,514 80,835 227,207 Equity-based compensation — — 8,533 — — — 3,600 12,133 Purchase and retirement of Class A stock for tax withholding — — ( 2,491 ) — — — ( 1,016 ) ( 3,507 ) Deferred tax adjustment — — 7,147 — — — — 7,147 Dividends declared — — — — ( 67,985 ) — — ( 67,985 ) Capital (distributions to) contributions from non-controlling interests, net — — — — — 143,556 — 143,556 Member distributions — — — — — — ( 51,965 ) ( 51,965 ) Secondary Offering 2 ( 1 ) 17,541 — — — ( 17,542 ) — Employee Share Purchase Plan share issuance — — 1,585 — — — 668 2,253 Deconsolidation of Consolidated Fund — — — — — ( 167,073 ) — ( 167,073 ) Equity reallocation between controlling and non-controlling interests — — 4,520 — — — ( 4,520 ) — Balance at March 31, 2024 $ 41 $ 14 $ 208,402 $ — $ 316,696 $ 5,043 $ 145,762 $ 675,958 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 Purchase and retirement of Class A stock for tax withholding — — ( 4,096 ) — — — ( 1,372 ) ( 5,468 ) Deferred tax adjustment — — 9,689 — — — — 9,689 Dividends declared — — — — ( 78,602 ) — — ( 78,602 ) Capital (distributions to) contributions from non-controlling interests, net — — — — — 21,332 — 21,332 Member distributions — — — — — — ( 46,798 ) ( 46,798 ) Secondary Offering 2 ( 2 ) 21,356 — — — ( 21,360 ) ( 4 ) Employee Share Purchase Plan share issuance — — 2,071 — — — 726 2,797 Equity reallocation between controlling and non-controlling interests — — 1,131 — — — ( 1,131 ) — Balance at March 31, 2025 $ 43 $ 12 $ 261,856 $ ( 141 ) $ 455,511 $ 29,883 $ 176,731 $ 923,895 122 Hamilton Lane Incorporated Consolidated Statements of Stockholders' Equity (In Thousands) Class A Common Stock Class B Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income Retained Earnings Non-Controlling Interests in Consolidated Funds and Partnerships Non-Controlling Interests in Hamilton Lane Advisors, L.L.C. Total Equity Balance at March 31, 2025 $ 43 $ 12 $ 261,856 $ ( 141 ) $ 455,511 $ 29,883 $ 176,731 $ 923,895 Net income — — — — 249,180 44,166 94,374 387,720 Other comprehensive income — — — 1,311 — 33 397 1,741 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 ) Deferred tax adjustment — — 2,710 — — — — 2,710 Dividends declared — — — — ( 89,998 ) — — ( 89,998 ) Capital (distributions to) contributions from non-controlling interests, net — — — — — 288,028 — 288,028 Member distributions — — — — — — ( 54,381 ) ( 54,381 ) 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 — Balance at March 31, 2026 $ 44 $ 12 $ 299,313 $ 1,170 $ 614,693 $ 330,893 $ 220,414 $ 1,466,539 See accompanying notes to the consolidated financial statements. 123 Hamilton Lane Incorporated Consolidated Statements of Cash Flows (In Thousands) Year Ended March 31, 2026 2025 2024 Operating activities: Net income $ 387,720 $ 313,768 $ 227,207 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,878 9,285 8,186 Change in deferred income taxes 28,424 12,081 16,697 Change in payable to related parties pursuant to tax receivable agreement ( 3,503 ) 2,122 318 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 ) Net realized (gain) loss on sale of investments — ( 654 ) 288 Fair value adjustment of other investments ( 413 ) ( 10,147 ) 333 Proceeds received from Funds 35,102 47,250 28,254 Non-cash lease expense 9,570 9,007 8,696 Other 2,866 1,211 706 Changes in operating assets and liabilities: Fees receivable 29,587 ( 73,120 ) ( 61,151 ) Prepaid expenses ( 2,525 ) ( 185 ) ( 1,256 ) Due from related parties ( 7,614 ) ( 8,067 ) ( 528 ) Other assets ( 608 ) 39 15,344 Accounts payable 190 964 ( 54 ) Accrued compensation and benefits 35,598 12,577 11,789 Lease liability ( 9,518 ) ( 9,012 ) ( 8,578 ) Other liabilities ( 7,254 ) 19,016 2,503 Consolidated Funds and Partnerships: Cash relinquished from deconsolidation of fund — ( 12,173 ) ( 101,712 ) Net gain on investments ( 84,758 ) ( 10,848 ) ( 1,406 ) Equity in income of investees ( 1,509 ) ( 1,613 ) ( 1,598 ) Change in other assets and liabilities 4,459 ( 3,072 ) ( 426 ) Net cash provided by operating activities $ 424,917 $ 300,820 $ 120,852 Investing activities: Purchase of furniture, fixtures and equipment ( 5,844 ) ( 12,156 ) ( 11,073 ) 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 — — Cash from consolidating funds — 12,100 — Net cash used in investing activities $ ( 494,822 ) $ ( 117,576 ) $ ( 122,184 ) 124 Year Ended March 31, 2026 2025 2024 Financing activities: Proceeds from offering $ 55,484 $ 248,403 $ 201,671 Purchase of membership interests ( 55,484 ) ( 248,403 ) ( 201,671 ) Borrowings of debt, net of deferred financing costs — 97,658 — Repayments of long term debt ( 12,500 ) ( 3,750 ) ( 2,500 ) Draw-down of revolver — — 10,000 Repayment of revolver — — ( 25,000 ) Shares repurchased and retired ( 19,986 ) — — Repurchase of Class B common stock — ( 2 ) ( 2 ) Repurchase of Class A common stock for employee tax withholding ( 4,613 ) ( 5,468 ) ( 3,507 ) Proceeds received from issuance of shares under Employee Share Purchase Plan 3,124 2,797 2,253 Payments to related parties pursuant to the tax receivable agreement ( 12,000 ) ( 11,924 ) ( 11,123 ) Dividends paid ( 87,711 ) ( 75,997 ) ( 65,406 ) Members’ distributions paid ( 54,125 ) ( 43,803 ) ( 43,872 ) 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 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 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. 125 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 1. Organization Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007 and, following its 2017 initial public offering (“IPO”), is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest (“NCI”) related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain cash, certain deferred tax assets and liabilities, payables to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, the “Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of March 31, 2026 and 2025, HLI held approximately 77.3 % and 76.6 %, respectively, of the economic interest in HLA. 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 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. 126 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying financial statements include the accounts of the Company, its wholly owned subsidiaries, and entities that the Company controls. Certain of the Company’s consolidated funds are investment companies that follow specialized accounting guidance and reflect their investments at estimated fair value. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. 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 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”). 127 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) Accounting for Differing Fiscal Periods 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 The Company and substantially all of its foreign subsidiaries utilize the U.S. dollar as their functional currency. The assets and liabilities of the Company’s foreign subsidiaries with non-U.S. dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period. The results of foreign operations are translated using the exchange rate on the respective transaction dates. Translation adjustments are included in other comprehensive income (loss) within the consolidated financial statements until realized. Foreign currency transaction gains and losses are included in general, administrative and other expenses in the Consolidated Statements of Income . Cash, Cash Equivalents and Restricted Cash Cash deposits in interest-bearing money market accounts and highly liquid investments, with an original maturity of three months or less, are classified as cash equivalents. Interest earned on cash and cash equivalents is recorded as interest income in the Consolidated Statements of Income. Restricted cash at March 31, 2026 and 2025 was primarily cash held by the Company’s foreign subsidiaries to meet applicable government regulatory capital requirements and cash related to self-funded medical insurance for U.S. employees. Fees Receivable Fees receivable are equal to contractual amounts reduced for allowances, if applicable. The Company considers fees receivable to be fully collectible; accordingly, no allowance for credit losses has been established as of March 31, 2026 or 2025. 128 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) Due from Related Parties 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 Furniture, fixtures and equipment consist primarily of leasehold improvements, office equipment, furniture and fixtures, and computer hardware and software and are recorded at cost, less accumulated depreciation. Depreciation is recognized in accordance with the straight-line method over the estimated useful lives as follows: Computer hardware and software 3 - 7 years Furniture and fixtures 5 years Office equipment 3 years Leasehold improvements are capitalized and depreciated over the shorter of their useful life or the life of the lease. Expenditures for improvements that extend the useful life of an asset are capitalized. Expenditures for ordinary repairs and maintenance are expensed as incurred. Leases The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. The Company accounts for lease components and non-lease components as a single lease component. Lease right of use (“ROU”) assets and lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. Lease ROU assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Generally, the Company’s leases do not provide an implicit rate and as a result, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Some leases have the option to extend for an additional term or terminate early. Where it is reasonably certain that the Company will exercise the option, the option has been included in the lease term and reflected in the ROU asset and liability. The Company does not recognize a lease ROU asset or lease liability for short-term leases, which have lease terms of 12 months or less. Lease expense for lease payments on operating leases is recognized on a straight-line basis over the lease term. Other Assets Intangible assets The Company’s intangible assets consist of customer relationship assets identified as part of previous acquisitions and purchased software. Identifiable finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 7 to 10 years. The Company does not hold any indefinite-lived intangible assets. Intangible assets are reviewed for impairment quarterly, or when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company has no t recognized any impairment charges in any of the periods presented. The carrying value of the intangible assets was $ 1,419 and $ 2,884 , and is included in other assets in the Consolidated Balance Sheets as of March 31, 2026 and 2025, respectively. The accumulated amortization of intangibles was $ 10,751 and $ 9,286 as of March 31, 2026 and 2025, respectively. Amortization of intangible assets was $ 1,465 , $ 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 129 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) Income. 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 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, 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. Convertible notes receivable Convertible notes receivable of $ 17,456 and $ 9,657 as of March 31, 2026 and 2025, respectively, are included in other assets in the Consolidated Balance Sheets. Each note is recognized at amortized cost with interest accrued quarterly. Principal and interest obligations may be satisfied by a cash payment or converted to equity of the note issuers at the end of term or upon triggering events as defined in the note agreements. The Company considers the notes receivable to be fully collectible; accordingly, no allowance for credit losses has been established as of March 31, 2026 or 2025. Investments Equity method investments Investments over which the Company is deemed to exert significant influence but not control are accounted for using the equity method of accounting. 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 Funds and a technology investment. The carrying amounts of equity method investments are reflected in investments in the Consolidated Balance Sheets. Measurement alternative investments The Company’s investments valued under the measurement alternative include investments for which the Company does not exert significant influence and fair value is not readily determinable. These investments 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 130 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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 The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below: • Level 1: Values are determined using quoted market prices for identical financial instruments in an active market. • Level 2: Values are determined using quoted prices for similar financial instruments and valuation models whose inputs are observable. • Level 3: Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Company uses these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments; on a non-recurring basis, such as for acquisitions and impairment testing; for disclosure purposes, such as for long-term debt; and for other applications, as discussed in their respective notes. Categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For a portion of 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. 131 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) Recent Accounting Pronouncements In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 - Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this ASU incorporate 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification. The amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. 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 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. 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): Reporting Comprehensive Income - Income-Expense Disaggregation Disclosures, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the impact of the new requirements. 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. 132 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) Revenues The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Management and advisory fees The Company earns management fees from services provided to its specialized funds, customized separate accounts, and distribution management clients, and advisory fees from services provided to advisory clients where the Company does not have discretion over investment decisions. 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. 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 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 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. 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 Income. 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, 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 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 133 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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. Distribution management fees are generally calculated by applying a percentage to the amounts sold/liquidated and are billed at the completion of each transaction. For reporting, monitoring, data and analytics 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. Reporting and monitoring fees are generally calculated by applying a fixed rate multiplied by the number of funds monitored and are billed quarterly. 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 Funds. These costs generally include professional fees, legal fees, and other related items. The Company expenses these costs as they are incurred. 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 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. Some incentive fees are constrained by a contingency relating to “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents. Any incentive fees considered to be constrained are not recognized until it is probable that a significant reversal will not occur. 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 134 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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 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 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 Compensation and Benefits consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted stock and performance awards and (c) incentive fee compensation, which consists of carried interest and performance fee allocations as detailed below. Equity-based awards issued are measured at fair value at the date of grant. The fair value of the restricted stock grant is based on the closing stock price on the trading day before the date of grant less the present value of expected future dividends. The fair value of the performance awards are based on a Monte-Carlo simulation valuation model at the date of grant. Expense related to employee equity-based compensation is recorded using the straight-line method over the vesting period. See Note 10 for more information regarding accounting for equity-based awards. 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 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. Incentive fee compensation may be expensed before the related incentive fee revenue is recognized. Non-Operating Gain (Loss) 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. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the expected future tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are certain basis differences resulting from the acquisitions of HLA units. Realization of the deferred tax assets is primarily dependent upon (1) historic earnings, (2) forecasted taxable income, (3) future tax deductions of tax basis step-ups related to the IPO and subsequent unit exchanges, (4) future tax deductions related to payments under the tax receivable agreement, and (5) the Company’s share of HLA’s temporary differences that result in future tax deductions. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. HLA is organized as a limited liability company and treated as a “flow-through” entity for income tax purposes. As a “flow-through” entity, HLA is not subject to income taxes apart from certain U.S. state and local taxes and foreign taxes attributable to its operations in foreign jurisdictions. Any taxable income or loss 135 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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. HLI is subject to U.S. federal and applicable state corporate income taxes with respect to its allocable share of any taxable income of HLA. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. The Company evaluates tax positions taken or expected to be taken in the course of preparing an entity’s tax returns to determine whether it is “more-likely-than-not” that each tax position will be sustained by the applicable tax authority. Tax Receivable Agreement The Company’s purchase of HLA Class A units concurrent with its IPO and periodic exchanges by holders of HLA units for shares of the Company’s Class A common stock, or cash, pursuant to the exchange agreement, result in increases in its share of the tax basis of the tangible and intangible assets of HLA, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to HLI. These increases in tax basis and tax depreciation and amortization deductions reduce the amount of cash taxes that HLI would otherwise be required to pay in the future. HLI has entered into a tax receivable agreement with the other members of HLA (the “TRA Recipients”) that requires it to pay them 85 % of the amount of cash savings, if any, in U.S. federal, state, and local income tax that HLI actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments under the tax receivable agreement. Segments Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM are its co-chief executive officers. The Company is managed as one reportable segment that provides private market investment solutions. These solutions derive revenues from customers and are offered in formats covering some or all phases of private markets investment programs. Financial information, annual operational plans and forecasts are reviewed by the CODM at the consolidated entity level. Consolidated net income is the primary measure of performance used by the CODM to establish objectives and allocate resources, with compensation and benefits being reviewed in more detail as a significant expense. Segment profit and loss is presented in the Consolidated Statements of Income, with additional detail provided in Note 11 “Compensation and Benefits” relating to the significant expenses reviewed by the CODM. The measure of segment assets is not regularly presented to the CODM. Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and fees receivable. The majority of the Company’s cash, cash equivalents, and restricted cash is held with one major financial institution and exposes the Company to a certain degree of credit risk. Substantially all cash amounts on deposit with major financial institutions exceed Federal Deposit Insurance Corporation insured limits. The concentration of credit risk with respect to fees receivable is generally limited due to the short payment terms extended to clients by the Company. The Company derives revenues from clients located in the United States and other foreign countries. 136 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) The below table presents revenues by geographic location: Year Ended March 31, 2026 2025 2024 United States $ 310,354 $ 314,608 $ 224,700 Other foreign countries (1) 448,639 398,355 329,142 Total revenues (2) $ 758,993 $ 712,963 $ 553,842 (1) For the years ended March 31, 2026, 2025 and 2024, no individual foreign country had material attributed revenue. (2) Revenues are attributed to countries based on location of the client or investor. 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”. 137 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 3. Revenue The following tables present revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount: Year Ended March 31, Management and advisory fees 2026 2025 2024 Specialized funds $ 374,405 $ 315,214 $ 261,012 Customized separate accounts 141,535 134,400 128,826 Advisory 20,473 22,806 24,229 Reporting, monitoring, data and analytics 35,766 29,244 24,711 Distribution management 2,170 2,619 5,054 Fund reimbursement revenue 9,867 9,581 8,104 Total management and advisory fees $ 584,216 $ 513,864 $ 451,936 Year Ended March 31, Incentive fees 2026 2025 2024 Specialized funds 146,293 182,092 89,988 Customized separate accounts 24,282 16,204 11,918 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. 138 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 4. Investments Investments consist of the following: March 31, 2026 2025 Equity method investments in Funds $ 567,888 $ 453,636 Other equity method investments — 386 Fair value investments — 12,190 Measurement alternative investments 206,555 198,142 Total Investments $ 774,443 $ 664,354 Investments of Consolidated Funds and Partnerships consist of the following: March 31, 2026 2025 Equity method investments in Funds $ 20,841 $ 19,292 Fair value investments 505,237 77,408 Total Investments of Consolidated Funds and Partnerships $ 526,078 $ 96,700 Equity method investments 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 Funds consist of the following types: March 31, 2026 2025 Primary funds $ 39,972 $ 35,251 Secondary funds 70,601 60,545 Direct investment funds 100,116 94,257 Customized separate accounts 163,090 141,088 Evergreen funds 194,109 122,495 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. As of and for each of the years ended March 31, 2026 and 2025, no individual equity method investment held by the Company met the significance criteria, and, as a result, the Company is not required to present separate financial statements for any of its equity method investments. 139 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) The summarized financial information of the Company’s equity method investments in Funds is as follows: March 31, 2026 2025 Assets Investments $ 59,976,551 $ 50,486,273 Other assets 2,231,251 1,242,238 Total assets $ 62,207,802 $ 51,728,511 Liabilities and Partners’ Capital Debt $ 369,438 $ 494,430 Other liabilities 851,571 741,822 Total liabilities 1,221,009 1,236,252 Partners’ capital 60,986,792 50,492,259 Total liabilities and partners’ capital $ 62,207,801 $ 51,728,511 Year Ended March 31, 2026 2025 2024 Investment income $ 916,410 $ 870,828 $ 625,176 Expenses 531,670 487,339 403,517 Net investment income 384,740 383,489 221,659 Net realized and unrealized gain 4,470,303 1,690,743 2,672,499 Net income $ 4,855,043 $ 2,074,232 $ 2,894,158 Measurement Alternative Investments The following table summarizes the activity related to the Company’s measurement alternative investments: Year Ended March 31, 2026 2025 2024 Carrying amount, beginning of the year $ 198,142 $ 175,522 $ 168,732 Adjustments related to equity investments Purchases 8,000 13,853 6,311 Sales / return of capital — — ( 176 ) Net change in unrealized gain (loss) 1 413 8,767 1,177 Net realized loss — — ( 522 ) 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. The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses related to the Company’s measurement alternative investments: As of March 31, 2026 2025 2024 Cumulative gross unrealized gains $ 79,414 $ 79,002 $ 70,235 Cumulative gross unrealized losses $ ( 43,289 ) $ ( 43,289 ) $ ( 43,289 ) 140 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 5. Fair Value Measurement The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level: As of March 31, 2026 Level 1 Level 2 Level 3 NAV (1) Total Financial assets: Consolidated Funds Fair value investments 107,379 — 6,305 391,553 505,237 Total financial assets $ 107,379 $ — $ 6,305 $ 391,553 $ 505,237 As of March 31, 2025 Level 1 Level 2 Level 3 NAV (1) Total Financial assets: Fair value investments $ — $ — $ 12,190 $ — $ 12,190 Consolidated Funds Fair value investments — — 3,916 73,492 77,408 Total financial assets $ — $ — $ 16,106 $ 73,492 $ 89,598 Financial liabilities: Secured financing (2) $ — $ — $ 12,190 $ — $ 12,190 Total financial liabilities $ — $ — $ 12,190 $ — $ 12,190 (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. (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, 2026 2025 Fair Value Unfunded Commitment Fair Value Unfunded Commitment Direct investment funds $ 54,138 $ 8,097 $ 13,698 $ 1,232 Secondary funds 337,415 65,428 59,794 11,126 $ 391,553 $ 73,525 $ 73,492 $ 12,358 The investments valued under NAV can only be redeemed through distributions received from the liquidation of the underlying investments, and the timing of distributions is currently indeterminable. 141 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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 equity investments Total investments Balance as of March 31, 2024 $ 5,519 $ 7,552 $ 13,071 Contributions — — — Distributions ( 452 ) — ( 452 ) Net (loss) gain ( 802 ) 373 ( 429 ) Transfer in — — — Transfer out — — — Balance as of March 31, 2025 $ 4,265 $ 7,925 $ 12,190 Contributions 9 — 9 Distributions ( 15 ) ( 371 ) ( 386 ) Net gain (loss) 165 ( 1,201 ) ( 1,036 ) Transfer in — — — Transfer out (1) ( 4,424 ) ( 6,353 ) ( 10,777 ) Balance as of March 31, 2026 $ — $ — $ — (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 20 Transfer out (1) ( 379 ) Balance as of March 31, 2025 $ 3,916 Contributions 11,731 Net gain 25 Transfer out (1) (2) ( 9,367 ) Balance as of March 31, 2026 $ 6,305 (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. 142 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 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 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. 6. 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. 143 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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 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 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. March 31, 2026 2025 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 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 it establishes separate limited liability or limited partnership entities to serve as the general partner or managing member of the Funds. 144 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) 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: March 31, 2026 2025 Investments $ 284,958 $ 256,350 Fees receivable 43,607 48,601 Due from related parties 7,573 4,723 Total VIE assets 336,138 309,674 Non-controlling interests ( 2,190 ) ( 2,497 ) Maximum exposure to loss $ 333,948 $ 307,177 7. Furniture, Fixtures, and Equipment Furniture, fixtures, and equipment consist of the following: March 31, 2026 2025 Computer hardware and software $ 21,703 $ 18,179 Furniture and fixtures 7,314 7,336 Leasehold improvements 34,303 33,317 Office equipment 4,029 3,965 67,349 62,797 Less: accumulated depreciation 32,332 25,211 Furniture, fixtures, and equipment, net $ 35,017 $ 37,586 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. 8. Debt The Company’s debt consisted of the following: As of March 31, 2026 2025 Principal Outstanding Carrying Value Interest Rate Principal Outstanding Carrying Value Interest Rate Term Loan $ 84,375 $ 84,076 5.50 % $ 93,125 $ 92,736 6.25 % 2020 Multi-Draw Facility 96,250 96,005 3.50 % 100,000 99,691 3.50 % Senior Notes 100,000 98,339 5.28 % 100,000 97,876 5.28 % Total Debt $ 280,625 $ 278,420 $ 293,125 $ 290,303 145 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (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: For the fiscal year ending March 31, 2027 $ 21,875 2028 32,500 2029 55,000 2030 158,750 2031 12,500 Thereafter — Total $ 280,625 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. 9. Equity The Company has two classes of common stock outstanding, Class A common stock and Class B common stock. Class A common stock 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 146 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 Holders of Class B common stock are entitled to ten votes for each share held of record on all matters submitted to a vote of stockholders, but have de minimis economic rights. Holders of Class B units of HLA hold shares of Class B common stock at a one -to-one ratio. Class B units (together with the corresponding shares of Class B common stock) may be exchanged for shares of Class A common stock on a one -to-one basis, or, at the Company’s election, for cash in an amount equal to the net proceeds from the sale of shares of Class A common stock equal to the number of shares of Class B common stock being exchanged, subject to certain restrictions. Shares of Common Stock Outstanding The following table shows a rollforward of the Company’s common stock outstanding: Class A Class B March 31, 2023 38,611,919 15,409,507 Shares issued (repurchased) in connection with offerings 1,867,322 ( 1,744,872 ) Shares issued in connection with ESPP 27,179 — Shares repurchased for employee tax withholdings ( 38,557 ) — Forfeitures ( 54,595 ) — Restricted stock granted 134,538 — March 31, 2024 40,547,806 13,664,635 Shares issued (repurchased) in connection with offering 1,562,281 ( 1,486,223 ) Shares issued in connection with ESPP 22,633 — Shares repurchased for employee tax withholdings ( 35,260 ) — Forfeitures ( 29,826 ) — Restricted stock granted 1,429,904 — March 31, 2025 43,497,538 12,178,412 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 — Shares repurchased for employee tax withholdings ( 49,128 ) — Forfeitures ( 85,518 ) — Restricted stock granted 125,703 — March 31, 2026 43,697,484 11,836,450 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. 147 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 In accordance with the limited liability company agreement of HLA (the “HLA Operating Agreement”), profits and losses from HLA are allocated on a pro rata basis based upon each member’s economic interests. The HLA Operating Agreement provides that distributions are made on a pro rata basis to pay income taxes owed by the members on their share of HLA’s taxable income. 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. 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 $ 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. February 2025 Offering In February 2025, the Company and a selling stockholder completed a registered offering of an aggregate of 1,572,536 shares of Class A common stock at a price to the underwriter of $ 159.00 per share (the “February 2025 Offering”). The shares sold consisted of 10,255 shares held by the selling stockholder and 1,562,281 shares newly issued by the Company. The Company received $ 248,403 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 1,486,223 Class B units and 76,058 Class C units. In connection with the exchange of the Class B units, the 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”). The shares sold consisted of 55,000 shares held by the selling stockholder and 1,867,322 shares newly issued by the Company. The Company received $ 201,671 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 1,744,872 Class B units and 122,450 Class C units. In connection with the exchange of the Class B units, the Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock. The Company did not receive any proceeds from the sale of shares by the selling 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 148 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) 35.00 % Expected term 10.2 years (1) The Company estimates expected volatility based on the historic volatility of its own Class A common stock. 10. Equity Based Compensation 2017 Equity Incentive Plan The Company has adopted its 2017 Equity Incentive Plan, as amended and restated (the “Plan”), which permits the issuance of up to 10,000,000 shares of Class A common stock, which may be granted as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance stock, restricted stock units or performance stock units. Awards under the Plan generally vest over four to five years , with options expiring not more than ten years from the date of grant, three months after termination of employment or one year after the date of death or termination due to disability of the grantee. As of March 31, 2026, there were 6,057,616 shares of Class A common stock available to grant under the Plan. Pursuant to the terms of the Plan, awards may not be granted after September 5, 2034. Employee Share Purchase Plan The Company has adopted its Employee Share Purchase Plan, as amended (“ESPP”), which permits eligible employees to elect to purchase the Company’s Class A common stock via paycheck deductions. The purchase price is 85 % of the closing price of the Company’s Class A common stock on the last trading day of each offering period, which begins the first day of each fiscal quarter and ends on the last day of that fiscal quarter. The Company’s initial offering period started January 1, 2019. At inception, there were 1,000,000 shares available for purchase through the ESPP and 805,511 shares were available as of March 31, 2026. Restricted Stock Awards Holders of restricted stock have all of the rights of a stockholder with respect to such shares, including the right to vote the shares but not the right to receive dividends or other distributions. 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 149 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. Compensation expense related to the awards is recognized ratably each month over the vesting period. A summary of restricted stock activity for the year ended March 31, 2026 is presented below: Total Unvested Weighted- Average Grant-Date Fair Value of Award March 31, 2025 506,550 $ 114.15 Granted 19,958 $ 141.73 Vested ( 177,986 ) $ 102.50 Forfeited ( 29,473 ) $ 124.64 March 31, 2026 319,049 $ 121.35 The weighted-average grant-date fair value per share of restricted stock awarded during the years ended March 31, 2026, 2025 and 2024 was $ 141.73 , $ 138.52 , and $ 105.48 , respectively. The total fair value of restricted stock that vested during the years ended March 31, 2026, 2025 and 2024 was $ 19,162 , $ 18,283 , and $ 14,122 , respectively. As of March 31, 2026, total unrecognized compensation expense related to restricted stock was $ 35,190 with a weighted-average amortization period of 2.5 years. The total tax (expense) benefit recognized from share-based compensation for the years ended March 31, 2026, 2025 and 2024 was $ 892 , $ 867 and $( 125 ), respectively. Performance Awards 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) 35.0 % 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. 150 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) A summary of Performance Award activity for the year ended March 31, 2026 is presented below: Total Unvested Weighted- Average Grant-Date Fair Value of Award March 31, 2025 1,616,282 $ 101.01 Granted 105,745 $ 75.27 Forfeited ( 56,045 ) $ 35.08 March 31, 2026 1,665,982 $ 101.59 As of March 31, 2026, total estimated unrecognized expense related to the unvested Performance Awards was $ 113,650 . 11. Compensation and Benefits The Company has recorded the following amounts related to compensation and benefits: Year Ended March 31, 2026 2025 2024 Base compensation and benefits $ 228,630 $ 208,222 $ 166,394 Incentive fee compensation 20,078 34,868 25,477 Equity-based compensation 50,867 31,407 12,133 Total compensation and benefits $ 299,575 $ 274,497 $ 204,004 The Company provides defined contribution plans covering eligible employees subject to minimum age and service guidelines. Eligible employees may contribute a percentage of their annual compensation subject to statutory guidelines. 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. 12. Income Tax The Company’s income before income taxes consisted of the following: Year Ended March 31, 2026 2025 2024 Domestic income before income taxes $ 452,327 $ 353,992 $ 276,021 Foreign income before income taxes 10,596 8,285 5,640 Total income before income taxes $ 462,923 $ 362,277 $ 281,661 151 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: Year Ended March 31, 2026 2025 2024 Current: Federal $ 39,823 $ 27,768 $ 31,551 State and local 3,498 5,619 4,395 Foreign 3,636 3,041 1,811 Total current income tax expense $ 46,957 $ 36,428 $ 37,757 Deferred: Federal $ 17,955 $ 14,144 $ 13,148 State and local 9,921 ( 1,760 ) 3,556 Foreign 370 ( 303 ) ( 7 ) Total deferred income tax expense 28,246 12,081 16,697 Total income tax expense $ 75,203 $ 48,509 $ 54,454 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: Amount ETR U.S. Federal Statutory Tax Rate $ 97,214 21.0 % State and Local Income Tax, Net of Federal (National) Income Tax Effect (1) 10,382 2.2 % 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. 152 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 Federal tax at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 1.2 % 2.8 % NCI ( 5.6 ) % ( 6.4 ) % Valuation allowance ( 4.4 ) % 1.6 % Other 1.2 % 0.3 % Effective tax rate 13.4 % 19.3 % The significant components of deferred tax assets are as follows: Year Ended March 31, 2026 2025 Basis difference in HLA $ 306,551 $ 329,129 Tax Receivable Agreement 54,743 57,255 Valuation allowance ( 69,565 ) ( 79,432 ) State taxes — 394 Other 1,363 1,179 Total deferred tax assets $ 293,092 $ 308,525 As of March 31, 2026 and 2025, the Company did not have net operating loss carryforwards. 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. The net change in the valuation allowance was a decrease of $ 9,867 . As of March 31, 2026, 2025, and 2024, the Company had no unrecognized tax positions. The Company does not expect any material increase or decrease in its gross unrecognized tax positions during the next twelve months. If and when the Company does record unrecognized tax positions in the future, any interest and penalties related to unrecognized tax positions will be recorded in the income tax expense line in the Consolidated Statements of Income. The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities. As of March 31, 2026, the Company’s federal income tax returns from 2022 remain open and are subject to examination. 153 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: Year Ended March 31, 2026 U.S. Federal $ 44,501 U.S. 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 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 of $ 28,943 will be due. 13. Earnings per Share The following table presents the basic earnings per share (“EPS”) for a share of Class A common stock: Year Ended March 31, 2026 2025 2024 Net income attributable to HLI $ 249,180 $ 217,417 $ 140,858 Weighted Average Shares 41,605,636 39,922,212 37,858,177 Basic EPS of Class A common stock $ 5.99 $ 5.45 $ 3.72 Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating shares. As a result, a separate presentation of basic and diluted EPS of Class B common stock under the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock 154 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (In thousands, except share and per share amounts) on a one -for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value. The following table presents the diluted EPS for a share of Class A common stock: Year Ended March 31, 2026 2025 2024 Numerator Net income attributable to Class A common stockholders - basic $ 249,180 $ 217,417 $ 140,858 Adjustments to net income: Assumed vesting of employee awards 567 544 90 Assumed conversion of Class B and Class C units 72,665 — 58,209 Net income attributable to Class A common stockholders $ 322,412 $ 217,961 $ 199,157 Denominator Weighted-average shares of Class A common stock outstanding - basic 41,605,636 39,922,212 37,858,177 Assumed vesting of employee awards 421,111 385,606 82,742 Assumed conversion of Class B and Class C units 12,442,646 — 15,961,548 Weighted-average shares of Class A common stock outstanding 54,469,393 40,307,818 53,902,467 Diluted EPS of Class A common stock $ 5.92 $ 5.41 $ 3.69 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 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 Performance Awards 1,346,727 774,359 528,282 Warrant Shares 99,726 — — Outstanding Class B and C units of HLA — 14,016,324 — 14. Related-Party Transactions The Company considers its employees, directors, and equity method investments to be related parties. Revenue and Receivables 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 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. 155 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (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. 15. Supplemental Cash Flow Year Ended March 31, 2026 2025 2024 Cash paid during the year for interest $ 11,850 $ 10,399 $ 11,049 Cash paid during the year for income taxes $ 54,433 $ 27,036 $ 39,758 Non-cash operating activities: Establishment of lease liability in exchange for ROU asset $ 7,030 $ 5,087 $ 5,903 Deconsolidation of net (assets)/ liabilities held by deconsolidated fund $ 6,042 $ ( 3,568 ) $ 6,095 Other $ — $ 311 $ — 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 Funds from deconsolidated fund $ 12,324 $ 27,240 $ 32,018 Conversion of note receivable $ — $ 2,161 $ — Purchase of other equity method investment $ — $ — $ 2,000 Non-cash financing activities: Establishment of payable to related parties pursuant to tax receivable agreement $ 10,280 $ 49,029 $ 37,526 Dividends declared but not paid $ 22,520 $ 20,233 $ 17,628 Members’ distributions declared but not paid $ 27,066 $ 26,810 $ 23,815 Warrant related asset $ 8,367 $ — $ — 16. Commitments and Contingencies Litigation In the ordinary course of business, the Company may be subject to various legal, regulatory, and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, the Company does not believe it is probable that any pending or, to its knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect its consolidated financial statements. Incentive Fees 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 156 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. Leases The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world, which have remaining lease terms of one year to 12 years. Some leases have the option to extend for an additional term or terminate early. Short-term lease costs are not material. The following table shows lease costs and other supplemental information related to the Company’s operating leases: Year Ended March 31, 2026 2025 2024 Operating lease costs $ 9,512 $ 9,275 $ 8,972 Variable lease costs $ 2,220 $ 1,961 $ 1,442 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,518 $ 9,012 $ 8,995 Weighted average remaining lease term (in years) 10.5 11.6 12.6 Weighted average discount rate 3.6 % 3.5 % 3.5 % As of March 31, 2026, the maturities of operating lease liabilities were as follows: For the fiscal year ending March 31, 2027 $ 9,673 2028 9,225 2029 8,552 2030 8,074 2031 7,429 Thereafter 48,600 Total lease payments $ 91,553 Less: imputed interest ( 13,494 ) Total operating lease liabilities $ 78,059 Commitments 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 Funds as individual limited partners (“LPs”). The employees also have an option 157 Hamilton Lane Incorporated Notes to Consolidated Financial Statements (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. 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, 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. 17. Subsequent Event On May 21, 2026, the Company announced a quarterly dividend of $ 0.60 per share of Class A common stock to record holders at the close of business on June 18, 2026. 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 . 158 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.