Hamilton Lane INC 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Our management, including our Co-Chief Executive Officers and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of March 31, 2026. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on management’s evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level at March 31, 2026. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. 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. Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2026, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2026. Attestation Report of the Registered Public Accounting Firm Ernst & Young LLP, an independent registered public accounting firm, has issued an unqualified attestation report on the effectiveness of our internal control over financial reporting as of March 31, 2026, which is included in Part II, Item 8 of this Form 10-K. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Trading Arrangements During the three months ended March 31, 2026, none of the Company’s directors or officers adopted , terminated or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K). 159 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 160 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, to be filed no later than 120 days after the end of our fiscal year ended March 31, 2026 in connection with our 2026 annual meeting of stockholders (the “Proxy Statement”) under the headings “Election of Directors”, “Executive Officers”, “Corporate Governance” and “Delinquent Section 16(a) Reports”, if any. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 11. Executive Compensation The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement, under the headings “Corporate Governance”, “Executive Compensation” and “Director Compensation”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement under the headings “Ownership of Common Stock” and “Equity Compensation Plan Information”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement under the headings “Certain Relationships and Related-Party and Other Transactions” and “Corporate Governance”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated by reference to, and will be contained in, the Proxy Statement under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. 161 PART IV Item 15. Exhibits and Financial Statement Schedules The following documents are filed as part of this Form 10-K: 1. All financial statements. See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. 2. Financial Statement Schedules. Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements. 3. Exhibits. See Exhibit Index. Item 16. Form 10-K Summary Omitted at the Company’s option. 162 Exhibit Index Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of Hamilton Lane Incorporated 8-K 3.1 9/12/23 3.2 Amended and Restated Bylaws of Hamilton Lane Incorporated 8-K 3.2 9/12/23 4.1 Description of Common Stock of Hamilton Lane Incorporated 10-K 4.1 5/30/19 4.2 Form of 5.28% senior notes due October 15, 2029 (included in Exhibit 10.4 2 ) 8-K 4.1 10/11/24 4.3 Form of Warrant 10-Q 4.1 11/4/25 10.1 Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among Hamilton Lane Advisors, L.L.C. and its members 8-K 10.1 3/10/17 10.2 Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of February 26, 2018, by and among Hamilton Lane Advisors, L.L.C. and its members S-1 10.2 2/26/18 10.3 Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of June 13, 2018, by and among Hamilton Lane Advisors, L.L.C. and its members 10-K 10.3 6/14/18 10.4 Amendment No. 3 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of May 24, 2023, by and among Hamilton Lane Advisors, L.L.C. and its members 10-K 10.4 5/25/23 10.5 Tax Receivable Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto 8-K 10.2 3/10/17 10.6 Amendment No. 1 to Tax Receivable Agreement, dated December 31, 2020, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and each of the other persons and entities party thereto 10-Q 10.1 2/2/21 10.7 Exchange Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto 8-K 10.3 3/10/17 163 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date 10.8 Amendment No. 1 to the Exchange Agreement, dated as of February 6, 2018, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto 10-Q 10.3 2/9/18 10.9 Registration Rights Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated and the other persons party thereto 8-K 10.4 3/10/17 10.10 Stockholders Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and the other persons and entities party thereto 8-K 10.5 3/10/17 10.11 † Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan DEF 14A Appendix B 7/25/24 10.12 † Form of Restricted Stock Award Agreement under the 2017 Equity Incentive Plan S-1/A 10.7 2/16/17 10.13 † Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan 8-K 10.2 9/5/24 10.14 † Form of Director Restricted Stock Award Agreement under the 2017 Equity Incentive Plan 10-Q 10.1 2/9/18 10.15 † Form of Director Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan 8-K 10.3 9/5/24 10.16 † Form of Non-Qualified Stock Option Agreement under the 2017 Equity Incentive Plan S-1/A 10.8 2/16/17 10.17 † Form of Performance Stock Award Agreement under the Hamilton Lane Incorporated 2017 Equity Incentive Plan 8-K 10.3 9/22/22 10.18 † Form of Performance Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan 8-K 10.4 9/5/24 10.19 † Form of Performance Stock Award Agreement under the Amended and Restated 2017 Equity Incentive (CAGR TSR) 10-Q 10.2 11/4/25 10.20 † Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan (amended and restated, effective as of January 1, 2018) 10-Q 10.2 8/9/18 10.21 † Amended and Restated Hamilton Lane Incorporated Employee Share Purchase Plan 10-Q 10.2 2/3/26 10.22 † Form of Indemnification Agreement between Hamilton Lane Incorporated and certain of its directors and officers S-1/A 10.9 2/16/17 164 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date 10.23 ○ Term Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.1 8/6/24 10.24 First Amendment to Term Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.2 3/25/20 10.25 Second Amendment to Term Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.1 11/4/20 10.26 Third Amendment to Term Loan and Security Agreement, dated April 22, 2021, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.1 4/27/21 10.27 ○ Fourth Amendment to Term Loan and Security Agreement, dated October 20, 2022, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.3 10/26/22 10.28 ○ Fifth Amendment to Term Loan and Security Agreement, dated October 7, 2024, between JPMorgan Chase Bank, N.A. and Hamilton Lane Advisors, L.L.C. 8-K 10.5 10/11/24 10.29 ○ Revolving Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.2 8/6/24 10.30 First Amendment to Revolving Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.3 3/25/20 10.31 Second Amendment to Revolving Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.2 11/4/20 10.32 ○ Third Amendment to Revolving Loan and Security Agreement, dated October 20, 2022, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.2 10/26/22 10.33 ○ Fourth Amendment to Revolving Loan and Security Agreement, dated October 7, 2024, between JPMorgan Chase Bank, N.A. and Hamilton Lane Advisors, L.L.C. 8-K 10.4 10/11/24 10.34 ○ Multi-Draw Term Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.1 3/25/20 165 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date 10.35 First Amendment to Multi-Draw Term Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.3 11/4/20 10.36 Second Amendment to Multi-Draw Term Loan and Security Agreement, dated April 22, 2021, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.2 4/27/21 10.37 Third Amendment to Multi-Draw Term Loan and Security Agreement, dated October 20, 2022, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.4 10/26/22 10.38 ○ Fourth Amendment to Multi-Draw Term Loan and Security Agreement, dated October 7, 2024, between JPMorgan Chase Bank, N.A. and Hamilton Lane Advisors, L.L.C. 8-K 10.3 10/11/24 10.39 ○ Multi-Draw Term Loan and Security Agreement, dated October 20, 2022, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.1 10/26/22 10.40 ○ First Amendment to Multi-Draw Term Loan and Security Agreement, dated October 7, 2024, between JPMorgan Chase Bank, N.A. and Hamilton Lane Advisors, L.L.C. 8-K 10.2 10/11/24 10.41 ○ Multi-Draw Term Loan and Security Agreement, dated October 20, 2022, between JPMorgan Chase Bank, N.A. and Hamilton Lane Advisors, L.L.C. (conformed through Second Amendment) 8-K 10.1 10/6/25 10.42 ○ Note Purchase Agreement, dated October 8, 2024, among Hamilton Lane Advisors, L.L.C. and the purchasers party thereto 8-K 10.1 10/11/24 10.43 † Employment Agreement, effective as of May 23, 2016, by and between Hamilton Lane (Hong Kong) Limited and Juan Delgado-Moreira 10-K 10.12 6/27/17 10.44 ○ Investment Agreement, dated March 29, 2021, by and between Russell Investments Group, Ltd. and Hamilton Lane Advisors, L.L.C. 10-K 10.31 5/27/21 19.1 Hamilton Lane Incorporated Insider Trading Policies and Procedures X 21.1 List of Subsidiaries X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 166 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date 31.2 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.3 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32 ‡ Certifications of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Hamilton Lane Incorporated Compensation Recovery Policy 10-K 97.1 5/23/24 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X † Indicates a management contract or compensatory plan or arrangement. ○ Confidential information in this exhibit has been omitted. ‡ Furnished herewith. 167 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of May, 2026. HAMILTON LANE INCORPORATED By: /s/ Erik R. Hirsch Name: Erik R. Hirsch Title: Co-Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 21st day of May, 2026. Signature Title /s/ Hartley R. Rogers Executive Co-Chairman and Chairman of the Board of Directors Hartley R. Rogers /s/ Erik R. Hirsch Co-Chief Executive Officer and Director (Co-Principal Executive Officer) Erik R. Hirsch /s/ Juan Delgado-Moreira Co-Chief Executive Officer and Director (Co-Principal Executive Officer) Juan Delgado-Moreira /s/ Jeffrey Armbrister Chief Financial Officer and Treasurer (Principal Financial Officer) Jeffrey Armbrister /s/ Drew T. Carl Chief Accounting Officer (Principal Accounting Officer) Drew T. Carl /s/ David J. Berkman Director David J. Berkman /s/ R. Vann Graves Director R. Vann Graves /s/ O. Griffith Sexton Director O. Griffith Sexton /s/ Leslie F. Varon Director Leslie F. Varon