[Form 3] Hamilton Lane INC Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Margaret Anne McAllister filed an initial Form 3 disclosing beneficial ownership in Hamilton Lane Inc. (HLNE). She directly holds 59,006 shares of Class A common stock and 300,000 shares of Class B common stock, received pursuant to a court-approved divorce settlement. The filing explains Class B shares carry no economic value beyond par on liquidation but confer ten votes per share. Related Class B Units of Hamilton Lane Advisors, L.L.C. are exchangeable one-for-one into Class A shares (or cash) and are directly held in a one-for-one relationship with 300,000 underlying Class A shares. The filer is a director and part of a group that beneficially owns more than 10% of HLNE's Class A common stock.

Positive

• Disclosure of ownership by a director increases transparency about voting control
• Clear explanation that Class B shares provide enhanced voting rights (ten votes per share)
• Class B Units are exchangeable one-for-one into Class A shares or cash, clarifying conversion mechanics

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director acquired voting power through Class B shares via a divorce settlement, joining a group with >10% Class A ownership.

The filing is notable for governance and control considerations rather than economic stake. Although the Class B shares lack material liquidation value, their 10-vote-per-share feature concentrates voting power. The exchangeable Class B Units create a one-for-one pathway to Class A shares or cash, preserving convertible economic exposure. Investors should view this as a disclosure of voting influence changes without direct cash investment by the reporting person.

Securities Analyst

TL;DR: Disclosure reports direct holdings of both share classes and an exchangeable unit; material for voting control but not immediate financial change.

The reported 300,000 Class B shares materially affect voting structure due to ten votes per share, while the 59,006 Class A shares represent direct economic interest. The statement clarifies origin of holdings (court-approved divorce) and conversion terms for Class B Units. This is a routine Section 16 filing that changes ownership disclosure and informs shareholders about shifts in governance alignment.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McAllister Margaret Anne

(Last) (First) (Middle)

C/O HAMILTON LANE INCORPORATED

110 WASHINGTON STREET, SUITE 1300

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2025

3. Issuer Name and Ticker or Trading Symbol
Hamilton Lane INC [ HLNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	59,006(1)	D
Class B Common Stock	300,000(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units	(3)	(3)	Class A Common Stock	300,000(1)	(3)	D

Explanation of Responses:

1. The reporting person received these securities pursuant to a court-approved divorce settlement.

2. The Class B common stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of those shares. However, the Class B common stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote.

3. Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units of Hamilton Lane Advisors, L.L.C. are exchangeable, on a one-for-one basis, for shares of Class A common stock or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be redeemed at par value and cancelled. The Class B Units do not have an expiration date.

Remarks:

The reporting person is a member of a group that beneficially owns more than 10% of the Issuer's Class A Common Stock. Exhibit List: Exhibit 24 - Limited Power of Attorney

	/s/ Lauren Platko, attorney-in-fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Margaret Anne McAllister disclose on the Form 3 for HLNE?

She disclosed direct ownership of 59,006 Class A shares and 300,000 Class B shares, received via a court-approved divorce settlement.

Do the Class B shares held by McAllister carry economic value?

The filing states Class B shares have no economic value beyond the right to par value on liquidation but carry ten votes per share.

Can the Class B Units be converted into Class A shares?

Yes. The Class B Units of Hamilton Lane Advisors, L.L.C. are exchangeable one-for-one for Class A common stock or, at the issuer's election, for cash; they have no expiration date.

Does this filing affect HLNE ownership thresholds?

The filer states she is a member of a group that beneficially owns more than 10% of HLNE's Class A common stock.

What is the relationship of the reporting person to HLNE?

The filing identifies Margaret Anne McAllister as a Director of Hamilton Lane Inc.