Filing Details

The business address of each of the Reporting Persons is c/o Hamilton Lane Incorporated, 110 Washington Street, Suite 1300, Conshohocken, PA 19428.

Item 2(c) is hereby amended and restated in its entirety: Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation. Hartley R. Rogers is Executive Co-Chairman and Director at the Issuer. Mario L. Giannini is Executive Co-Chairman and Director at the Issuer. Erik R. Hirsch is Co-Chief Executive Officer and Director at the Issuer. Juan Delgado-Moreira is Co-Chief Executive Officer and Director at the Issuer. Andrea Anigati Kramer is Chief Operating Officer at the Issuer. Stephen R. Brennan is Head of Private Wealth Solutions at the Issuer. Tara Devlin is Managing Director, Client Solutions at the Issuer. David Helgerson is Managing Director, Direct Equity Investments at the Issuer. Thomas Kerr is Co-Head of Investments, Co-Head of Secondaries at the Issuer. Paul Yett is a Managing Director at the Issuer.

Each natural person identified in this Item 2 is a citizen of the United States except for Mr. Delgado-Moreira, who is a citizen of Spain. Each entity identified in this Item 2 is organized under the laws of Delaware, other than Hamilton Lane Advisors, Inc., which is a Pennsylvania corporation, Oakville Trust and Rysaffe, which are governed by the laws of Guernsey, and the Sexton Trusts, which are New York trusts.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The Issuer conducted a registered offering of Class A common stock, which closed on February 12, 2025 (the "February 2025 Offering"). In connection with the February 2025 Offering, Hartley Rogers (the "Selling Stockholder") sold 10,255 shares of Class A common stock, and the Issuer sold 1,562,281 shares of Class A common stock for $159.00 per share to Morgan Stanley & Co. LLC. The Issuer did not receive any proceeds from the sale of Class A common stock by the Selling Stockholder. The proceeds from the Issuer's sale of shares of Class A common stock were used to settle in cash exchanges of Class B units (along with payment of the par value of a corresponding number of redeemed shares of Class B common stock) and Class C units of HLA by certain of the Reporting Persons. The redeemed shares of Class B common stock were cancelled.

Item 3 to this Amendment No. 13 is hereby incorporated by reference. Pursuant to lock-up agreements, the Issuer, HLA, certain directors and executive officers and certain of the Reporting Persons (collectively owning approximately 26.9% of the Issuer's common stock as of February 12, 2025) agreed that, without the prior written consent of the underwriter for the February 2025 Offering, they will not, subject to specified exceptions, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Issuer's common stock or any securities convertible into or exercisable or exchangeable for such common stock (including without limitation, common stock or such other securities which may be deemed to be beneficially owned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Issuer's common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of the Issuer's common stock or any security convertible into or exercisable or exchangeable for such common stock for a period of 45 days after the date of the prospectus supplement related to the February 2025 Offering.

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date of this Amendment No. 13: (i) HLAI beneficially owns a total of 15,657,470 shares of Class A common stock, representing 28.1% of the Class A common stock outstanding. (ii) HRHLA beneficially owns a total of 15,657,470 shares of Class A common stock, representing 28.1% of the Class A common stock outstanding. (iii) Hartley R. Rogers beneficially owns a total of 15,657,470 shares of Class A common stock, representing 28.1% of the Class A common stock outstanding. (iv) HLA Inc. beneficially owns a total of 1,028,699 shares of Class A common stock, representing 2.3% of the Class A common stock outstanding. (v) Mario L. Giannini beneficially owns a total of 1,408,829 shares of Class A common stock, representing 3.2% of the Class A common stock outstanding. (vi) Kyera Giannini beneficially owns a total of 213,648 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (vii) Nicole Giannini beneficially owns a total of 213,648 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (viii) O. Griffith Sexton beneficially owns a total of 603,401 shares of Class A common stock, representing 1.4% of the Class A common stock outstanding. (ix) Laura Sexton Trust beneficially owns a total of 291,233 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (x) Matthew Sexton Trust beneficially owns a total of 291,233 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xi) Oakville Trust beneficially owns a total of 480,022 shares of Class A common stock, representing 1.1% of the Class A common stock outstanding. (xii) Rysaffe beneficially owns a total of 480,022 shares of Class A common stock, representing 1.1% of the Class A common stock outstanding. (xiii) Edward B. Whittemore beneficially owns a total of 105,000 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xiv) Laurence F. Whittemore beneficially owns a total of 91,880 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xv) Michael Schmertzler beneficially owns a total of 625,005 shares of Class A common stock, representing 1.4% of the Class A common stock outstanding. (xvi) Erik R. Hirsch beneficially owns a total of 1,741,441 shares of Class A common stock, representing 3.9% of the Class A common stock outstanding. (xvii) Juan Delgado-Moreira beneficially owns a total of 1,830,791 shares of Class A common stock, representing 4.2% of the Class A common stock outstanding. (xviii) Paul Yett beneficially owns a total of 231,182 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xix) Kevin J. Lucey no longer beneficially owns any shares of Class A common stock. (xx) Tara Devlin beneficially owns a total of 212,429 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xxi) Stephen R. Brennan beneficially owns a total of 185,703 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xxii) Andrea Anigati Kramer beneficially owns a total of 429,832 shares of Class A common stock, representing 1.0% of the Class A common stock outstanding. (xxiii) Michael Kelly beneficially owns a total of 80,000 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xxiv) Thomas Kerr beneficially owns a total of 189,301 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xxv) David Helgerson beneficially owns a total of 195,068 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xxvi) Michael Donohue beneficially owns a total of 59,368 shares of Class A common stock, representing less than 1% of the Class A common stock outstanding. (xxvii) Total for group: As a group, the Reporting Persons may be deemed to beneficially own a total of 15,657,470 shares of Class A common stock, representing 28.1% of the Class A common stock outstanding. All percentages of Class A common stock reported herein are determined based on the number of shares of Class A common stock (43,337,232) issued and outstanding as of February 12, 2025 and assuming all outstanding Class B units and Class C units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A common stock on a one-for-one basis.

Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5(a) of this Schedule 13D is incorporated herein by reference.

Item 5(c) of Schedule 13D is hereby amended and supplemented as follows: The information set forth in Items 3 and 4 of this Amendment No. 13 is hereby incorporated herein by reference. The following sets forth the transactions by the Reporting Persons involving the beneficial ownership of Class A Common stock that were effected during the last 60 days. On February 12, 2025 in connection with the February 2025 Offering the Reporting Persons exchanged Class B and/or Class C Units in the amounts indicated below. At the Issuer's election, the exchanges were settled in cash at a price of $159.00. Pursuant to the Exchange Agreement, the Class B and C Units of HLA are exchangeable, on a one-for-one basis, for shares of Class A common stock or, at the Issuer's election, for cash. (i) Hartley R. Rogers exchanged 139,745 Class B units, representing securities owned indirectly by Mr. Rogers through HLAI. Mr. Rogers is the manager of HRHLA, LLC, the managing member of HLAI. HLAI distributed the HLA units to HRHLA, LLC in order to facilitate the exchange. (ii) The Laura Sexton Trust exchanged 25,000 Class B units, representing securities owned indirectly by The 2008 Sexton Des. Trust FBO Laura Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton serves as the sole trustee of this trust. (iii) The Matthew Sexton Trust exchanged 25,000 Class B units, representing securities owned indirectly by The 2008 Sexton Des. Trust FBO Matthew Sexton through HLAI. HLAI distributed the HLA units to the trust in order to facilitate the exchange. Mr. Sexton serves as the sole trustee of this trust. (iv) Edward B. Whittemore exchanged 15,000 Class B units, representing securities owned indirectly by him through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange. (v) Laurence Whittemore exchanged 65,000 Class B units, representing securities owned indirectly by him through HLAI. HLAI distributed the HLA units to Mr. Whittemore in order to facilitate the exchange. (vi) Michael Schmertzler exchanged 100,000 Class B units, representing securities owned indirectly by him through HLAI. HLAI distributed the HLA units to Mr. Schmertzler in order to facilitate the exchange. (vii) HLA Inc. exchanged 1,000,000 Class B units. (viii) Kyera Giannini exchanged 25,000 Class B units. (ix) Nicole Giannini exchanged 25,000 Class B units. (x) Stephen Brennan exchanged 10,000 Class C units, representing securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange. (xi) Kevin Lucey exchanged 65,997 Class B units and 25,557 Class C units, representing securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange. (xii) Michael Kelly exchanged 20,000 Class C units, representing securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange. (xiii) David Helgerson exchanged 5,000 Class C units, representing securities held on behalf of the individual by HLMI. HLMI distributed the HLA units to the individual in order to facilitate the exchange. (xiv) HLAI exchanged 369,745 Class B units in connection with exchanges effected by Hartley R. Rogers, The Laura Sexton Trust, The Matthew Sexton Trust, Michael Schmertzler, Edward B. Whittemore, and Laurence Whittemore. See sections (i-vi) of this Item 5(c). (xv) HRHLA exchanged 369,745 Class B units in connection with exchanges effected by Hartley R. Rogers, The Laura Sexton Trust, The Matthew Sexton Trust, Michael Schmertzler, Edward B. Whittemore, and Laurence Whittemore. See sections (i-vi) of this Item 5(c). HRHLA is the managing member of HLAI. On February 12, 2025 in connection with the February 2025 Offering, Mr. Rogers sold 10,255 shares of Class A common stock at a price of $159.00 pursuant to an underwriting agrement dated February 10, 2025. On December 31, 2024, the Reporting Persons purchased Class A common stock of the Issuer through the Issuer's Employee Share Purchase Plan at a price of $125.84 as follows: Andrea Anigati Kramer purchased 42 shares, Stephen Brennan purchased 42 shares, and Tara Devlin purchased 7 shares.

The Stockholders Agreement terminated pursuant to its terms with respect to Kevin J. Lucey on February 12, 2025 due to the fact that Mr. Lucey ceased to beneficially own any units of HLA as of that date. As a result, Mr. Lucey is no longer a Reporting Person hereunder. Other than with respect to Mr. Lucey, the Stockholders Agreement remains in full force and effect.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Form of Lock-Up Agreement.