NASDAQ: HLNE

We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate, infrastructure, other real assets, growth equity, venture capital and impact. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct investments alongside such funds and acquisitions of secondary stakes in such funds, with a number of our clients utilizing multiple investment types. These solutions are offered in a variety of formats covering some or all phases of private markets investment programs:

•Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally have discretionary investment authority over our customized separate accounts, which comprised approximately $92 billion of our AUM as of March 31, 2026.

•Specialized Funds: We invest and manage commingled specialized primary, secondary, private credit, direct equity and multi-strategy investment funds across the private markets, including those that focus on specific markets or strategies such as venture capital, infrastructure, real estate and impact. Our specialized funds include both drawdown funds and evergreen funds. For more information regarding how our specialized funds are structured and other key terms, see “—Fees and Other Key Contractual Terms—Specialized Funds” below. Specialized funds comprised approximately $50 billion of our AUM as of March 31, 2026.

•Advisory Services: We offer non-discretionary investment advisory services to assist clients in developing and implementing their private markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, the monitoring of and reporting on investments, and investment manager review and due diligence. Our advisory clients include some of the largest and most sophisticated private markets investors in the world. We had approximately $905 billion of AUA as of March 31, 2026.

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•Distribution Management: We offer distribution management services to our clients through active portfolio management to enhance the realized value of publicly traded stock they receive as distributions in-kind from private equity funds.

•Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database to support transparency, decision making and portfolio construction. Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.

Our client and investor base is broadly diversified by type, size and geography. Our client base ranges from those seeking to make an initial investment in private markets to some of the world’s largest and most sophisticated investors in the asset class. As we offer a highly customized, flexible service, we are equipped to provide investment services to institutional clients of all sizes and with different needs, internal resources and investment objectives. Our clients include prominent institutional investors in the United States, Canada, Europe, the Middle East, Asia, Australia and Latin America. We provide private markets solutions and services to some of the largest global pension, sovereign wealth and U.S. state pension funds, and believe we are a leading provider of private markets solutions for U.S. labor union pension plans. We also serve a growing number of smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and high-net-worth individuals.

Our intermediary clients, which include registered investment advisers, wirehouses and private banks, enable us to provide our investment products to a growing set of high-net-worth individuals and family offices. Historically, this segment of investors has had limited options for gaining exposure to the private markets. Hamilton Lane’s private wealth platform offers these investors access to private capital and its wealth creation potential. Our differentiators include a global platform and a range of risk/return offerings via both drawdown funds and semi-liquid evergreen funds and across multiple investment strategies.

We have revenue streams from a variety of client types in multiple geographic regions, with no single client representing more than 2% of management and advisory fee revenues. For the year ended March 31, 2026, our top 10 clients generated approximately 11% of management and advisory fee revenues and our top 20 clients generated approximately 16% of management and advisory fee revenues with all of our top 20 clients having multiple allocations, products or services with us. A significant portion of our management and advisory fee revenue base is contractual in nature and is based on the long-term nature of our specialized funds and customized separate accounts as well as long-term relationships with many of our clients; however, the predictability of our fee revenue is subject to, among other things, the mix of fee bases, the variability of incentive fees and the pace of fundraising and deployment.

Since our inception, we have experienced consistent, strong growth, which continues to be reflected in our more recent AUM and AUA growth. As of March 31, 2026, we had AUM of approximately $142 billion, reflecting a 7% compound annual growth rate (“CAGR”) from March 31, 2022, and our AUM increased in each fiscal year during this timeframe. We had approximately $905 billion of AUA as of March 31, 2026, reflecting a 3% CAGR from March 31, 2022.

Organizational Structure

HLI was incorporated in the State of Delaware on December 31, 2007 and is a holding company with no direct operations. Its principal asset is an equity interest in HLA. HLI serves as the managing member of HLA and operates and controls all of HLA’s business and affairs. HLI conducted its initial public offering (“IPO”) in 2017.

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We have what is commonly referred to as an “Up-C” structure, which provides our pre-IPO owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the legacy owners (through the tax receivable agreement) when they ultimately exchange their pass-through interests for shares of Class A common stock or, at our election, for cash. HLI has dual-class common stock, the rights of which are described in more detail below. The below chart summarizes our organizational structure as of March 31, 2026.

(1)The Class B Holders, who hold Class B units of HLA, and Class C Holders, who hold Class C units of HLA, are pre-IPO owners of our business who continue to hold their interests directly in HLA. Class B units and Class C units may be exchanged on a one-for-one basis for shares of Class A common stock or, at our election, for cash, pursuant to and subject to the restrictions set forth in the exchange agreement.

(2)We hold all of the Class A units of HLA, representing the right to receive approximately 77.3% of the distributions made by HLA. We act as the sole manager of HLA and operate and control all of its business and affairs.

Class A and Class B Common Stock

Our Class A common stock is our publicly traded stock and is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “HLNE”. Our Class B common stock was issued as part of a series of corporate reorganization transactions in connection with our IPO to the holders of our Class B units, who are certain significant outside investors, members of management and significant employee owners. There is no trading market for our Class B common stock.

Economic Rights

Holders of Class A common stock are entitled to full economic rights, including the right to receive dividends when and if declared by our board of directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Holders of Class B common stock are entitled to receive only the par value of the Class B common stock upon exchange of the corresponding Class B unit pursuant to the exchange agreement. The exchange of a Class B unit will result in the redemption and cancellation of the corresponding share of Class B common stock.

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Voting Rights

Except as provided in our certificate of incorporation or by applicable law, holders of Class A common stock and Class B common stock vote together as a single class. Our Class A common stock entitles the holder to one vote per share. Our Class B common stock entitles the holder to ten votes per share until a sunset becomes effective. After a sunset becomes effective, each share of Class B common stock will then entitle the holder to one vote. A sunset may be triggered upon the occurrence of certain events relating to the ownership of Hamilton Lane equity and employment of our Executive Co-Chairmen Hartley R. Rogers and Mario L. Giannini, and other holders, as described in detail in our certificate of incorporation. Because a sunset may not take place for some time, certain of the Class B Holders will, by virtue of their voting control of us and the stockholders agreement described below, continue to control us for the near future.

Our Class B common stockholders collectively hold 73.0% of the combined voting power of our common stock. Certain of the holders of our Class B common stock who are significant outside investors, members of management and significant employee owners have, pursuant to a stockholders agreement, agreed to vote all of their shares in accordance with the instructions of HLA Investments, LLC (“HLAI”), our controlling stockholder. The parties to the stockholders agreement control approximately 74.0% of the combined voting power of our common stock. This group is therefore able to exercise control over all matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate transactions.

When a Class B Holder exchanges Class B units pursuant to the exchange agreement, it will result in the redemption and cancellation of the corresponding number of shares of our Class B common stock in exchange for a cash payment of the par value of such shares and, therefore, will decrease the aggregate voting power of our Class B Holders.

Business Strategy

The alternative investment industry has experienced significant and consistent growth, which we expect to continue and contribute to our future growth in the long term. Given our leading market position and strong reputation for investing and client service, our objective is to continue to leverage the following strategic advantages to exceed the industry growth rate.

Leverage our market leading position as one of the largest allocators of primary capital to the world’s leading fund managers. Given the size and scale of the assets we manage and advise on, we are viewed as a crucial partner to the world’s leading private markets fund managers. We believe we are one of the largest allocators of primary capital to these fund managers and as such, have established ourselves as a trusted partner to these managers. Our clients benefit from this positioning by way of unique investment opportunities and economies of scale.

Develop innovative private markets solutions. Many of our clients engage us because of our ability to create customized programs that meet their particular investment needs and provide access to a broad spectrum of private markets investment opportunities. We believe that a broad range of solutions across almost every private markets asset class enables us to remain a leader in structuring private markets investment portfolios and to continue to provide the best solutions for our existing and future clients. We intend to continue to meet our clients’ demands for alternative investments via primary, secondary and direct investment opportunities, which provide attractive return characteristics, as well as innovative specialized fund products, while at the same time allowing us to benefit from economies of scale. In addition, we continue to expand into adjacent asset classes and newer strategies, which will allow us to further broaden our solutions capabilities, diversify our business mix and allow us to benefit from growth in private markets asset classes. Examples of such expansion include asset classes such as private credit, infrastructure and real assets, as well as expansion of our evergreen fund offerings.

Diversify and grow client base and broaden access to the private markets. We aim to continue to expand our relationships with existing clients and intend to capitalize on significant opportunities with new clients

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globally across both our institutional and private wealth channels. In recent years, we have significantly expanded our evergreen fund offerings, which provide access to various private markets strategies, including private equity, secondaries, private credit, infrastructure and venture capital, through continuously offered vehicles with periodic subscription and redemption or repurchase features, subject to applicable law, limitations and available liquidity. We expect our evergreen platform to continue to be a key contributor to our growth. In addition to demand from high-net-worth and other wealth investors, we have seen increased adoption of our evergreen funds by institutional investors, including public pension plans and insurance companies, alongside growing interest from defined contribution channels. In parallel, we plan to continue to broaden our suite of drawdown specialized fund offerings as well as leverage our global platform, proprietary data and analytics, technology solutions and manager relationships to develop customized separate accounts for a broader set of global institutions seeking tailored private markets solutions.

Expand distribution channels. We continue to build a scalable, cost-effective global institutional sales organization, which provides us with a strong local presence in several markets. Our sales organization comprises our institutional client and private wealth solutions groups, which are dedicated to marketing our services and products globally. In addition, we intend to increase our profile with influential intermediaries that advise individual and institutional clients, particularly small and medium-sized institutions and high-net-worth individuals and family offices. We have also entered into strategic distribution partnerships with financial institutions in certain geographical regions and market sectors to gain access to their captive client bases. As we continue to explore different ways to access alternative distribution channels, we are also acting as “sub-advisor” for financial intermediaries with significant distribution strength. In this role, we perform a range of investment services from portfolio construction to investment management, while the distribution partner focuses on product distribution and client service. In the context of these partnerships, the distribution partner often aims to provide its clients with products under its own brand, which we achieve by rebranding our existing offerings or by creating customized offerings carrying the distribution partner’s name. We anticipate increasing sub-advisory opportunities as we continue to target high-net-worth individuals and family offices. We continue to expand our private wealth distribution footprint globally, including through relationships with private banks, independent wealth managers and platforms in Europe and Asia.

Identify unique technology solution providers and strategic partners that we believe can help make us and the industry better and put our balance sheet capital behind them to form mutually beneficial partnerships. We view the implementation of technology into our workflows as critical to maintaining our market-leading position in private markets. Given this status, we are often a sought-after partner for technology-oriented businesses that are developing cutting-edge and innovative solutions that will help grow and improve the industry. We identify and develop strategic partnerships with, and/or opportunistically seek minority stakes in, these companies, and often are either a client of these companies or share in a common vision seeking to provide strategic benefits to both parties. We have also been proactive in partnering with leading digital assets platforms, including initiatives to offer tokenized or on-chain access to certain of our evergreen funds. We expect to continue exploring tokenization and related digital assets opportunities in a disciplined manner, with a focus on improving accessibility, transparency and operating resiliency.

Expand private markets solutions and products to defined contribution plans, retail and similar pools of investable assets. We believe we are pioneers in the creation, distribution and management of products such as specialized secondaries, direct investments and specialty credit strategies that are designed to serve defined contribution retirement plans and similar entities. Many of our defined contribution retirement plan clients are based outside of the United States, ranging across Australia, Europe and Latin America, among other geographies. While these clients tend to have lower private markets allocations than those of defined benefit pension plans, their comfort with, interest in and allocations to private markets alternative investments have tended to increase over time, due in part to significant advancements in the areas of private markets data and benchmarking, where we believe we play a leading role. Therefore, we intend to continue to develop, market and manage investment solutions and products specifically aimed at helping these investors create appropriately structured private markets alternatives programs. In light of federal policy in the United States becoming more favorable to the inclusion of alternative assets in defined contribution plans and similar pools of capital, there may be significant future opportunities to expand our offerings to investors in such plans.

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Expand globally. We have substantially grown our global presence, both in terms of clients and investments, by expanding our international offices as well as our client presence. We have established offices throughout the world, from which we serve major institutional clients and review and commit capital to established local private markets funds on behalf of our clients. We expect to continue expanding our global presence through further direct investment in personnel, development of client relationships and increased investments with, and direct investments alongside, established private markets fund managers.

We believe that many institutional investors outside the United States are currently underinvested in private markets asset classes and that capturing capital inflows into private capital investing from non-U.S. global markets represents a significant growth opportunity for us. We think that investors from developing regions will increasingly seek branded multi-capability alternative investment managers with which to invest. We believe that geographically and economically diverse non-U.S. investors will require a highly bespoke approach and will demand high levels of transparency, governance and reporting. We have seen this pattern developing in many places, including Europe, the Middle East, Latin America, Australasia, Japan, South Korea, Southeast Asia and China, and have positioned ourselves to take advantage of it by establishing local presences with global investment capabilities in these regions.

We believe we are particularly well-placed to pursue the opportunities arising from increased allocations among institutional investors and the rapid wealth creation globally among high-net-worth individuals and family offices because of our strong brand recognition, multi-office resources, experienced team of investment professionals and comprehensive suite of products and services.

Leverage proprietary databases and analytics to enhance our existing service offerings and develop new products and services. When compared to more liquid investment areas, the private markets industry is characterized by the limited availability and inconsistency of quality information. We believe that the general trend toward more transparency and consistency in private markets reporting will create new opportunities for us. We intend to use the advantages afforded to us by our proprietary databases, analytical tools and deep industry knowledge to drive our performance and provide our clients with customized solutions across private markets asset classes. We expect that our data and analytical capabilities will play an important role in continuing to differentiate our products and services from those of our competitors.

Investment Types

We provide our clients access to private markets investment opportunities diversified across financing stages, geographic regions and industries through the investment types described below.

•Primary Investments. Primary investments are investments in private markets funds managed by third-party general partners at the time the funds are initially launched. The investments take the form of a capital commitment, where the fund will call capital from investors over time as investments are made. At the time we commit capital to a fund on behalf of our specialized funds or customized separate accounts, the investments that the fund will make are generally not known and investors typically have very little or no ability to influence the investments that are made during the fund’s investment period. Primary funds usually have a contractual duration of between 10 and 15 years, with the capital typically deployed over a period of four to six years. For advisory and customized separate account clients, our investment recommendations and decisions are designed to achieve specific portfolio construction and return objectives mutually developed by us and the clients. Subject to specific client investment guidelines, we rarely invest in “first time” funds unless the management team has previously worked successfully together and built a credible and impressive track record.

•Secondary Investments. Secondary investments are interests in existing private markets funds that are acquired in privately negotiated transactions, typically after the end of the private markets fund’s fundraising period. The private secondary market is a non-regulated private market in which buyers and sellers directly negotiate the terms of transactions. The secondary market has grown dramatically in the last 20 years and today provides a reliable liquidity option for owners of private markets interests across the entire spectrum of strategies as well as attractive buying opportunities for

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secondary investors. Institutional investors utilize the secondary market for strategic portfolio rebalancing, rationalizing overlapping positions resulting from mergers and acquisitions or providing liquidity when facing cash constraints. As private markets have evolved, so too have the needs and objectives of both limited partners and general partners. Today, the secondary market extends beyond purchases of existing limited partner interests and now includes a number of liquidity solutions that include, but are not limited to, continuation funds, single-asset purchases and strip sales.

•Direct investments. Direct investments (formerly referred to as “co-investments”) are direct equity or credit investments alongside private markets funds in underlying portfolio companies. This strategy aims to partner with leading fund managers to invest capital directly into the companies, generally on the same terms as the lead general partner. Our direct investment strategy starts with actively soliciting the managers of private markets funds in which we have made investments to offer our specialized funds and customized separate accounts all direct investment opportunities that may arise from their investment operations.

The investment team analyzes and considers each deal to select those opportunities that best suit the direct investment funds’ investment objectives and create an appropriate diversity of investment type, industry, geography and manager. We generally make direct investments on a parallel basis with the private markets funds and managers leading the investments, by purchasing similar securities on similar terms with exit provisions that allow the direct investment funds through which we invest to realize their investments at the same time and on a pro rata basis.

Investment Process and Monitoring

Our investment management organization is structured around a series of specialized teams, each dedicated to a distinct focus area within private markets, including fund investments & managed solutions, direct equity, direct credit, secondaries, real assets, venture capital & growth equity, and our portfolio management group. By grouping experienced professionals according to investment discipline, we seek to ensure comprehensive analysis and thoughtful decision-making at every stage of the investment lifecycle. We also believe strategic collaboration across teams drives knowledge sharing, enhances deal sourcing, strengthens oversight and better enables the firm to respond to market development.

Ultimate investment authority at Hamilton Lane resides with the appropriate and relevant investment committees (“ICs”). The ICs are separated by strategy and led by the firm’s most senior professionals in their area of expertise. This includes our primary IC, secondary IC, direct equity IC, direct credit IC, real assets IC, venture capital & growth IC and our responsible investment committee. Our ICs collectively review, opine and make the ultimate decision as to the opportunities in which we will invest. Every investment opportunity is first evaluated by the respective investment team and then formally presented to the IC, which convenes at multiple points throughout the diligence process. Key concerns and issues are addressed collaboratively in committee discussions, allowing for robust challenge and thoughtful debate before any final decisions. Formal committee votes determine investment approvals. An investment is deemed approved unless more than two members vote against it, establishing a high threshold for consensus and quality.

Due Diligence Process

Our due diligence process typically utilizes the same core process and standards across all asset classes, employing a cross-functional approach that allows each of our investment teams to leverage one another’s expertise. The same investment process is adhered to for each opportunity, regardless of prior exposure to any particular fund manager, and includes review of quantitative and qualitative factors. An existing relationship with a manager allows the investment team to focus more quickly on key diligence matters but does not allow for shortcuts in the process. At the core of the process is seeking to gain an in-depth understanding of the manager and consistent involvement by the applicable IC at each phase in diligence. Throughout the years, we have invested heavily and prioritized the ability to share data and information efficiently among all of our investment teams. The teams leverage our technology systems to guide the investment decision process.

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Our quantitative process focuses on the manager’s investment track record, utilizing our proprietary models to identify past drivers of success and the potential for replicating that performance in the future. We analyze the track record along multiple dimensions such as deal size, lead investment professional, industry and geography to determine if there are any trends or anomalies. We tailor our analysis by strategy with a focus on the key risk and value drivers in buyout, credit and venture and growth investments. Our qualitative analysis is based on in-person meetings, as well as reference calls drawn from both manager-provided lists and our broader professional network. During these meetings, we seek to meet as many members of the manager’s team as possible to assess their individual abilities and collective decision-making process. We also benefit from deep relationships with deal sponsors on both the equity and credit side of our direct investment teams.

Operational Due Diligence

Our operational due diligence (“ODD”) team operates independently of our investment team and has separate voting rights on each of the firm’s primary fund investment opportunities, which means that we will only proceed with primary investments that are approved by both our investment committee and our ODD team. This independent structure is designed to ensure that operational considerations receive equal weight alongside investment merit. Each primary investment diligence completed by our ODD team includes a comprehensive review and results in a report documenting each operational risk area and any existing mitigating factors, our recommendations to each manager and our proprietary risk-rating system. These reports serve as a resource throughout the lifecycle of an investment, enabling ongoing monitoring and informed decision-making as operational conditions evolve.

Responsible Investment

We believe that developing and implementing responsible investment practices and sustainable investing capabilities is critical to creating long-term value. We integrate responsible investing, sustainability and climate considerations into our investment process and evaluate their potential financial impacts in connection with investment decisions. In our due diligence process, we collect and assess data on general partners’ sustainability practices, including through the use of Novata, a technology platform for sustainability data collection and benchmarking in the private markets of which we are a founding member, and we evaluate secondaries and direct investment transactions using a structured sustainability due diligence framework. We believe that tracking sustainability-related data and continuing to develop tools and frameworks to assess our deal flow and practices has enhanced our ability to provide solutions, transparency and insights for investors focused in this area.

As long-term investors, we seek to mitigate the risks within our portfolio and have pledged to reach net zero emissions by 2050 or sooner across our discretionary assets under management. As an important first step towards this goal, we became a signatory to Initiative Climate International in 2022, a platform of leading private equity investors and firms dedicated to understanding and reducing carbon emissions of private equity-backed companies. Our responsible investment committee, composed of senior members at the firm, oversees our responsible investment strategy, acts as the IC for impact investments and oversees the implementation of our responsible investment policy. The committee is supported by our sustainability team and by an investment-platform sustainability taskforce with representatives across our investment organization. We expect to continue to review and refine our approach over time, including our policies and procedures.

Allocation of Investment Opportunities

As investments are approved by the relevant investment committees, our portfolio management group utilizes portfolio construction methodologies as it deems appropriate to analyze the portfolios of all clients currently investing and submits a proposed allocation to the chief compliance officer or his designee for review and approval. On at least a quarterly basis, the allocation committee will review the materials presented by the portfolio management group to determine that the allocations among clients are fair and reasonable, were made in accordance with our contractual obligations, fiduciary duties to our clients and

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legal requirements and are consistent with our allocation policies. The allocation committee is composed of senior professionals throughout the organization.

Monitoring & Reporting

Within our client service and back-office functions, we have multiple teams dedicated to monitoring and reporting on the investments that we manage for our clients. We maintain a disciplined investment monitoring process designed to adapt portfolio allocation to enhance returns in our advisory and customized separate account portfolios, as well as in our specialized funds. Once a primary or secondary investment is closed, we have frequent conversations with private markets fund managers, hold periodic in-person meetings (conditions permitting) and attend annual meetings and advisory board meetings. Our back-office team also includes a separate fund accounting team that is responsible for creating financial statements for clients with fund vehicle structures.

Our investment monitoring includes real-time recording of cash flows, valuations and granular portfolio company details. We deliver quarterly reports with in-depth analysis for every investment that we manage. We are also able to transition client data and portfolio information from other managers or consultants. We monitor each investment within our clients’ portfolios in-house. Cobalt LP., our online, proprietary private markets analytics platform, provides clients with tools to derive and customize advanced analytics related to portfolio performance and exposure, including benchmarks and forecasts.

Client Service

Our client service teams include professionals located strategically throughout the world who are responsible for business development, client relationship management and portfolio design for our institutional and other clients. At the beginning of each advisory and customized separate account engagement, a senior professional (relationship manager) is designated as the principal contact for that client and works with the client to develop a strategic private markets plan and mandate guidelines. This professional coordinates with our portfolio management group and investment teams to align pipeline and investment opportunities with each client’s objectives and to provide ongoing updates regarding fundraising activity, portfolio positioning and market conditions.

Assets Under Management and Advisement

As of March 31, 2026, we had total AUA and AUM of approximately $1.0 trillion, of which $142 billion represents discretionary AUM from our customized separate accounts and specialized funds, and $905 billion represents non-discretionary AUA managed on behalf of our advisory accounts. Our AUM and AUA have distinctive terms and fee arrangements, and therefore are presented separately in this section.

AUM

Our AUM, as presented in this Form 10-K, comprise the assets associated with our customized separate accounts and specialized funds. AUM does not include the assets associated with our distribution management services. We classify assets as AUM if we have full discretion over the investment decisions in an account. We calculate our AUM as the sum of:

(1)the net asset value (“NAV”) of our clients’ and funds’ underlying investments;

(2)the unfunded commitments to our clients’ and funds’ underlying investments; and

(3)the amounts authorized for us to invest on behalf of our clients and fund investors but not committed to an underlying investment.

Management fee revenue is based on a variety of factors and is not linearly correlated with AUM. However, we believe AUM is a useful metric for assessing the relative size and scope of our asset management business.

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Our AUM has grown from approximately $106 billion as of March 31, 2022 to approximately $142 billion as of March 31, 2026, representing a CAGR of approximately 7%. The following chart summarizes this growth.

AUA

Our AUA comprise assets from clients for which we do not have full discretion to make investments in their account. We generally earn revenue on a fixed fee basis on our AUA client accounts for services including asset allocation, strategic planning, development of investment policies and guidelines, screening and recommending investments, monitoring and reporting on investments and investment manager review and due diligence. Advisory fees vary by client based on the amount of annual commitments, services provided and other factors. Since we earn annual fixed fees from the majority of our AUA clients, the growth in AUA from existing accounts does not have a material impact on our revenues. However, we view AUA growth as a meaningful benefit in terms of the amount of data we are able to collect and the degree of influence we have with fund managers.

Assets related to our advisory accounts have increased from approximately $795 billion as of March 31, 2022, to approximately $905 billion as of March 31, 2026, representing a CAGR of approximately 3%. Our AUA clients are predominately large institutional investors, with 45% of AUA related to public pension funds and 31% related to sovereign wealth funds. Our AUA is diversified across geographies with approximately 44% derived from clients based outside of the United States.

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The following chart summarizes the growth of our AUA since fiscal year 2022.

Diversification of Assets

Given our goal of achieving strong investment returns and portfolio diversification for clients, investments are made across multiple private markets sub-asset classes, including corporate finance/buyout, growth equity, venture capital, senior credit, mezzanine, distressed debt, real estate, real assets, infrastructure and other special situation funds (e.g., industry-focused funds and multi-stage funds). Because we have a considerable volume of investment opportunities globally, we selectively invest not only across sub-asset classes, but also across all major geographic regions, including North America, Europe, Asia, Australasia, Latin America, the Middle East and Africa.

Fee-Earning Assets Under Management

Fee-earning AUM is a metric we use to measure the assets from which we earn management fees. Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees that are generally derived from applying a certain percentage to the appropriate fee base. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the amount of capital commitments, net invested capital or NAV of our customized separate accounts and specialized funds depending on the fee terms. A substantial portion of our customized separate accounts and specialized funds earn management fees based on capital commitments or net invested capital, which are generally not affected by short‑term market appreciation or depreciation. However, certain of our products, earn management fees based on NAV, and accordingly, management fees and fee‑earning AUM for those products may be affected by changes in market valuations. As a result, the extent to which our revenues and fee‑earning AUM are affected by changes in market value varies based on the mix of fee structures across our products.

Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Our definition of fee-earning AUM is not based on any definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.

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As of March 31, 2026, our fee-earning AUM was approximately $82 billion compared to $142 billion in AUM. The difference is due primarily to $36 billion of discretionary AUM earning a flat fee or fee on number of funds for which we categorize revenue as advisory and reporting. This was partially offset by a decrease of $4 billion of fee-earning AUM from customized separate accounts clients with non-discretionary AUA. The remaining $28 billion is non fee-earning AUM, which includes accounts that earn fees as discretionary AUM is invested or considered active as well as accounts past their fee-earning period.

The following chart summarizes the growth of our fee-earning AUM since fiscal year 2022.

* Amounts may not foot due to rounding

Our Clients

Our client base primarily comprises investors that range from those seeking to make an initial investment in the private markets to some of the largest and most sophisticated private markets investors in the asset class. As we offer highly customized, flexible solutions, we are equipped to provide investment services to clients of all sizes and with different needs, internal resources and investment objectives. Our clients include prominent investors located throughout the world. We believe we are a leading provider of private markets solutions for U.S. labor union pension plans, and we serve a growing number of smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and high-net-worth individuals.

As of March 31, 2026, our client and investor base included over 2,800 institutions and intermediaries and is broadly diversified by type, size and geography. Our intermediary clients enable us to provide our investment products to an expanded range of high-net-worth individuals and family offices. We have revenue streams from a variety of client types in multiple geographic regions, with no single client representing more than 2% of management and advisory fee revenues. Approximately 61% of our fiscal 2026 management and advisory fee revenues came from clients based outside of the United States. A significant portion of our management and advisory fee revenue base is contractual in nature and is based on the long-term nature of our specialized funds and customized separate accounts as well as long-term relationships with many of our clients; however, the predictability of our fee revenue is subject to, among other things, the mix of fee bases, the variability of incentive fees and the pace of fundraising and deployment. For the year ended March 31,

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2026, our top 10 clients generated approximately 11% of management and advisory fee revenues, and our top 20 clients generated approximately 16% of management and advisory fee revenues.

Sales and Marketing

Our client and private wealth solutions groups are comprised of employees located strategically throughout the world, allowing us to be closer to our clients and have a local presence in many key markets. We intend to grow our global sales force as we seek to continue to build our client base and pursue growth opportunities in markets with less established private markets exposure. See “—Business Strategy.” The execution of our marketing strategy relies primarily on our own business development group, which historically has generated the substantial majority of our new client engagements. To enhance our access to markets where we do not currently have a local presence or that are dominated by captive client relationship models, we selectively engage highly respected third-party organizations to market our products and services. For example, we selectively use third-party distributors in Asia and Latin America.

Our client and private wealth solutions groups are responsible for identifying and contacting prospective clients for our products and services. Our sales professionals also work directly with consultants and financial advisors who advise smaller and medium-size institutional investors, high-net-worth individuals and family offices, who often rely on advice in the alternative investment area. Following the initial round of meetings and presentations, prospective advisory and customized separate account clients and specialized fund investors who wish to learn more about us often visit our offices to conduct in-depth due diligence of our firm. Our sales professionals lead this process, coordinate meetings, and continue to be the prospective client’s principal contact with us through the decision-making process.

Fees and Other Key Contractual Terms

Customized Separate Accounts

We enter into written contracts with each of our customized separate account clients. Within agreed-upon investment guidelines, we generally have full discretion to take actions customary for an investment manager with respect to the assets in the account, including buying, selling or otherwise effecting investment transactions in the name of and on behalf of the client and voting actions. In certain cases, clients retain consent or veto rights with respect to specified investments or activities. The discretion to invest committed capital generally is subject to investment guidelines established by our clients or by us in conjunction with our clients.

Structure. Our customized separate accounts are typically structured either through contractual arrangements involving an investment management agreement between us and the client or the establishment of an investment vehicle, generally structured as a limited partnership with the client as the sole limited partner and a wholly owned subsidiary of HLA as the general partner. These vehicles are typically formed in Delaware or a non-U.S. jurisdiction, such as the Cayman Islands or Luxembourg, in accordance with the client’s specifications. Other structures, including Delaware limited liability companies, Cayman unit trusts and/or Luxembourg companies, may also be used.

Our capital commitment to such vehicles is generally 1% of total capital commitments but in certain cases may be higher or lower. We manage these investment vehicles under an investment management agreement between the investment vehicle entity and us, and we manage all aspects of the vehicles, utilizing the services of third parties as needed, including administrators and custodial banks.

Fees. Generally our customized separate account clients are charged asset-based management fees annually on committed capital, net invested capital and/or net asset value (“NAV”), with the applicable fee base often transitioning over time in accordance with contractual terms. Fees frequently decrease over the life of the contract due to contractual step-downs in fee rates and/or a reduction in applicable fee base as capital is returned to clients. In some cases, we charge clients annual fixed fees.

For certain customized separate accounts structured as single client funds in which we have a general partner commitment we earn incentive fees through carried interest and performance fees, subject to the

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contract terms and conditions. Incentive fees are inherently variable and can depend on realized investment performance over multi‑year periods. Depending on fund structure and performance outcomes, incentive fees, if any, may be earned only after investors achieve specified return thresholds, and amounts received may be subject to potential repayment if overall performance conditions are not ultimately met.

For certain customized separate accounts structured as single client funds we earn performance fees that are based on the aggregate amount of unrealized or realized gains earned, subject to the achievement of defined minimum returns to the clients. Performance fees are based on a fixed percentage of net profits with some subject to a compounded annual preferred return that varies by account. We do not generally recognize performance fees unless the risk of clawback or reversal is not probable.

In certain cases, we also provide advisory and/or reporting services and, therefore, we also receive fees for services such as monitoring and reporting on a client’s existing private markets investments. Customized separate accounts may include primary investments in our specialized funds, in which case we may receive management fees and/or incentive fees from those funds. We generally reduce or eliminate the asset-based and/or incentive fees or carried interest charged on such accounts to the extent the assets are invested in our specialized funds on a primary basis.

Duration and Termination. Customized separate account contracts have varying durations of up to 12 years or indefinite terms, and typically can be terminated by our clients generally upon 30 to 90 days’ notice for specified reasons, or, in some cases, for any reason. Some contracts provide for termination on shorter or longer notice. Some contracts provide for penalty fees to be paid to us if termination occurs before the end of the stated term in the absence of cause. For contracts that provide for incentive fees based on realized gains, we typically retain the right to continue receiving those fees after no-fault termination with respect to existing investments at time of termination. See “Risk Factors—Risks Related to Our Business—Customized separate account and advisory account fee revenue is not a long-term contracted source of revenue and is subject to intense competition” included in Part I, Item 1A of this Form 10-K.

Specialized Funds

We invest and manage commingled specialized primary, secondary, credit, direct equity and multi-strategy investment funds across the private markets, including those that focus on specific markets or strategies such as venture capital, infrastructure, real estate and impact. The terms of each fund vary. We have described certain key terms below.

Structure. Our specialized funds are structured as drawdown funds and evergreen funds.

Our drawdown funds are primarily structured as limited partnerships (or series thereof) organized by us to accept commitments or funds from investors. The investors become limited partners in the funds, and a separate entity that we form and control acts as the general partner. Our capital commitment to the fund is generally 1% of total capital commitments.

Our evergreen funds are continuously offered investment vehicles with periodic subscription and redemption or repurchase features, in each case subject to the funds’ terms, applicable limitations, available liquidity and applicable law. Investors typically subscribe on periodic dealing dates (most often monthly, but for our U.S. interval funds, daily) and may request redemptions or repurchases during specified monthly or quarterly windows, in each case subject to applicable limitations, notice requirements, the fund’s discretion and available liquidity. These funds generally maintain investor capital fully or largely deployed without relying on traditional capital call and distribution mechanics. In the United States, our evergreen funds include vehicles registered as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), whose public offerings are registered under the Securities Act. We also manage and advise evergreen vehicles organized in other jurisdictions, including Luxembourg SICAV and RAIF structures and a European Long-Term Investment Fund.

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HLA, which we refer to as the “Manager”, generally serves as the investment manager of our funds. The Manager is registered as an investment advisor under the Investment Advisers Act of 1940 (the “Investment Advisers Act”). Responsibility for helping a fund’s general partner or board of directors with all aspects of the day-to-day operations of the fund generally is delegated to the Manager pursuant to an investment management agreement. Our investment management agreements describe the scope of services to be rendered by the Manager to the applicable funds and certain rights of termination. Other than as described with respect to our U.S. evergreen funds registered under the Investment Company Act, our funds themselves do not register as investment companies under the Investment Company Act, in reliance on exemptions from such registration.

The Manager generally makes all decisions concerning the making, monitoring and disposing of investments pursuant to authority delegated by the specialized fund’s general partner or board of directors. The investors in the funds take no part in the conduct or control of the business of the funds, have no right or authority to act for or bind the funds and have no influence over the voting or disposition of the securities or other assets held by the funds. These decisions are made by us as the Manager, typically in our sole discretion pursuant to authority delegated by the general partner or board of directors (or, for funds domiciled in Luxembourg, the alternative investment fund manager), subject to the investment limitations set forth in the agreements and offering documents governing each fund. With respect to our drawdown funds, the limited partners often have the right to remove the general partner, investment manager, or board members for cause or effect an early dissolution by supermajority vote, or in certain cases by a simple majority vote. In addition, the governing agreements of our drawdown funds typically require the suspension of the investment period if, depending on the fund, between two and ten designated principals of the Manager cease to devote sufficient professional time to or cease to be employed by the Manager, often called a “key person event”, or in connection with certain other events discussed under “—Duration, Redemption and Termination.” See “Risk Factors—Risks Related to our Business—Our ability to retain our senior management team and attract additional qualified investment professionals is critical to our success” included in Part I, Item 1A of this Form 10-K.

Capital Commitments. Investors in our drawdown specialized funds generally make capital commitments at the outset of a fund and deliver capital when called upon by us as investment opportunities emerge and to fund operational expenses and other obligations. The commitments are generally available for investment for three to six years, during what we call the investment period, though certain shorter-duration or opportunistic funds have shorter investment periods. We typically have invested the capital committed to our funds, over a three- to five-year period, depending on the strategy.

The evergreen funds continually accept new capital and reinvest realizations, while offering investors periodic subscription and redemption or repurchase opportunities, subject to applicable law, stated limits, notice requirements and the fund’s discretion and available liquidity. Investors fully fund their investment at the time of subscription, and the proceeds may be invested by the funds at any time.

Fees. For our specialized funds, we generally contract with the fund vehicle over which we exercise discretion as investment manager and, in most cases, through an affiliated general partner or managing member. Fees earned from these specialized funds primarily consist of recurring management fees and, in certain cases, incentive fees.

Management fees earned from these funds are typically based on a percentage of capital commitments to, net invested capital or NAV in, our specialized funds. For our drawdown specialized funds, the management fee during the investment period is often charged on capital commitments. Following the end of the investment period (or a defined anniversary of the fund’s initial closing) fees generally transition to a reduced rate or are charged on net invested capital or NAV. Net invested capital generally reflects invested capital net of realizations, while NAV represents the fair value of a fund’s assets less liabilities. Fee rates may be discounted based on factors such as commitment size, timing of commitment, or participation in other funds we manage. Management fees would be offset in the event that any monitoring, consulting, investment banking, advisory, transaction, directors’ or break-up or similar fees are paid to the fund’s general partner, the Manager or any of their affiliates or principals.

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We earn incentive fees through carried interest earned from our specialized funds in which we have a general partner commitment, and performance fees earned on certain other specialized funds. Incentive fees are inherently variable and can depend on realized investment performance over multi‑year periods. Depending on fund structure and performance outcomes, incentive fees, if any, may be earned only after investors achieve specified return thresholds, and amounts received may be subject to potential repayment if overall performance conditions are not ultimately met. If, upon the final distribution of any of our specialized funds from which we earn carried interest, we and our affiliates have received cumulative carried interest in excess of the amount to which we would be entitled from the profits calculated for such investments in the aggregate, or if the limited partners have not received distributions equal to those to which they are entitled, the carried interest recipient will typically return such part of any carried interest to the limited partners as is necessary to ensure that they receive the amounts to which they are entitled, less taxes on the carried interest. We refer to these provisions as “clawbacks.” Most of our funds that provide for carried interest require a full return of capital and expenses to investors before any carried interest is paid to us, which minimizes the risk of a clawback obligation. We do not generally recognize performance fees unless the risk of clawback or reversal is not probable.

For our drawdown and evergreen funds that make secondary and direct investments (including both direct equity and direct credit investments), we generally earn carried interest equal to a fixed percentage of net profits, subject to a compounded annual preferred return that varies based on fund type. For our drawdown funds with secondary investments, we generally earn carried interest on a full-return basis when all invested capital and the applicable preferred return has been received. In the case of certain drawdown funds and evergreen funds, we earn carried interest on a deal-by-deal basis when all capital invested and the applicable preferred return has been received either on all realized investments or on each individual investment.

For certain other evergreen funds, we earn performance fees that are based on the aggregate amount of unrealized or realized gains earned, subject to the achievement of defined minimum returns to the clients or a high-water mark. Performance fees are based on a fixed percentage of net profits with some subject to a compounded annual preferred return that varies by account.

Our specialized funds are distributed in a variety of ways, including through third-party intermediaries such as wirehouses, brokers, dealers or enterprises that focus on distributing investment products. These arrangements may require us to enter into bespoke agreements with each distributor of these funds, and the third-party may collect fees from us, the specialized funds and/or investors that the intermediary places into the specialized funds, in order to distribute the funds directly or indirectly (i.e., through a vehicle managed by the third-party), with such fees varying depending on the arrangement.

Duration, Redemption and Termination. Our drawdown specialized funds, generally terminate 10 to 14 years after either the first or last date on which a limited partner is admitted to the fund, or, in the case of certain funds, terminate on a specified anniversary date, inclusive of extensions, with an average term of approximately 12 years. Certain shorter‑duration or opportunistic funds have shorter terms of five years after the last date on which a limited partner may be admitted to the fund. Our drawdown specialized funds are generally subject to extension for up to two years at the discretion of the general partner and thereafter if consent of the requisite majority of limited partners or, in some cases, the fund’s advisory committee is obtained. Interests in our drawdown specialized funds are generally not redeemable prior to termination, although funds may terminate early or dissolve upon the occurrence of certain customary events such as key person events, bankruptcy and similar events and the occurrence of fraud, willful malfeasance or gross negligence and other similar events. Such funds also may be terminated upon the affirmative vote, depending on the fund, of 75% to 85% of the total limited partner interests entitled to vote.

Our evergreen funds do not have a fixed term and generally offer periodic subscription and redemption or repurchase opportunities, each subject to advance notice requirements, minimum holding periods, applicable gates, fund discretion and available liquidity, in accordance with governing documents and applicable law. The investment management agreements and governing documents typically permit the suspension or termination of subscriptions and redemptions upon the occurrence of customary events, subject to applicable law. Certain evergreen funds may be terminated, dissolved and/or liquidated by the affirmative vote of

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shareholders and/or the fund’s board, subject to the specific terms and requirements of such fund’s governing documents and applicable law.

Advisory Services

For our advisory services, we enter into written contracts directly with each client and do not exercise discretion over investment decisions. Advisory service fees are generally structured based on the scope of services provided and are not primarily driven by assets under advisement. Most advisory clients are charged fixed annual fees, which vary depending on the nature and extent of the services. In limited cases, advisory clients are charged basis point fees annually based on the amounts they have committed to invest pursuant to their agreements with us. We generally do not earn incentive fees based on advisory contracts.

Our advisory services contracts have varying durations ranging from one year to indefinite terms. A number of our advisory agreements have initial terms of approximately three years and then renew automatically or at the client’s option unless terminated earlier. Advisory contracts can typically be terminated by our clients for any reason upon short notice, generally 30 to 90 days, although some contracts provide for termination on shorter or longer notice or can only be terminated for specified reasons. Advisory contracts with governmental pension plans typically are subject to a renewal process involving our submission of information in response to a request for proposal (“RFP”) issued by the client. We submit extensive, detailed information pursuant to the RFP procedures, usually on a confidential basis, often in competition with other investment advisors bidding on the contract. In these cases, we generally do not know the identity of the other bidders or the substance of their proposals. The RFP procedures prohibit communications between bidders and the issuer of the RFP relating to the proposals during the bidding process.

Distribution Management

For distribution management services we generally contract directly with institutional clients or investment funds, including certain of our specialized funds, to manage the liquidation or active management of publicly traded securities distributed to those clients. Often this service is built into our investment management agreements with our discretionary clients. While we have discretion over the timing and execution of sales within agreed parameters, fees are primarily transaction-based or asset-based and, in certain agreements, may include an incentive fee component tied to realized or unrealized performance. Our agreements provide for either “managed liquidation” where the securities are sold within 90 days after distribution or “active management” where the securities may be sold over a longer period.

Distribution management fees are generally charged in basis point fees assessed on either (i) the net proceeds received from the sale of the securities or (ii) the aggregate value of assets managed on behalf of the client, depending on the service arrangement. Fee rates vary depending on whether service involves managed liquidation or active management.

For certain active management arrangements, clients may elect an incentive fee structure under which they are charged an asset-based fee plus an incentive fee based on net realized and unrealized gains and income net of realized and unrealized losses. The incentive fee is then credited to a notional account, and we are entitled to a fixed percentage of any positive balance in the notional account on an annual basis. The remaining portion of any positive balance in the notional account is carried forward to the following year. If the incentive fee calculation results in a negative amount in a given year, that amount is applied to reduce the balance in the notional account. We are not required to repay any negative balance in the notional account.

Distribution management contracts have varying durations, some with indefinite terms, and typically can be terminated by our clients for any reason generally upon 30 to 90 days’ notice. Some contracts provide for termination on shorter or longer notice.

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Reporting, Monitoring, Data and Analytics

We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis. In cases where our services are limited to monitoring and reporting on investment portfolios, clients are generally charged a fee based on the number of investments in their portfolio.

Clients of our Cobalt LP technology product are generally charged an annual subscription fee. The Cobalt LP subscription agreement typically includes provisions for automatic renewal unless notice of cancellation is given, generally at least 60 days prior to renewal. Subscription fees typically increase annually based on an inflation-linked adjustment and may also increase based on the number of authorized users. In some circumstances, we may waive or offset the Cobalt LP subscription fee for clients who pay management fees to us for other services.

Competition

We compete in all aspects of our business with a large number of asset management firms, commercial banks, broker-dealers, insurance companies and other financial institutions. With respect to our specialized funds, we primarily compete with the alternative asset management businesses of a number of large international financial institutions and established local and regional competitors based in the United States, Europe and Asia, including managers offering funds-of-funds, secondary funds and direct investment funds in the private markets. Our principal competition for customized separate accounts is mostly other highly specialized and independent private markets asset management firms. We compete primarily in the advisory services area of the business with firms that are regionally based and with a select number of large consulting firms.

In order to grow our business, we must be able to compete effectively to maintain our existing client base and attract additional clients in advisory services, customized separate account and specialized fund areas of the business. Historically, we have competed principally on the basis of the factors listed below:

•Global access to private markets investment opportunities through our size, scale, reputation and strong relationships with private markets fund managers;

•Brand recognition and reputation within the investing community;

•Performance of investment strategies;

•Quality of service and duration of client relationships;

•Ability to provide a cost effective and comprehensive range of services and products; and

•Clients’ perceptions of our independence and the alignment of our interests with theirs created through our investment in our own products.

The asset management business is intensely competitive, and in addition to the above factors, our ability to continue to compete effectively will depend upon our ability to attract highly qualified investment professionals and retain existing employees.

Intellectual Property

We own or have a license to the trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our trade names, logos and website names and URL addresses are owned by us or have been licensed to us. We also own or have a license to the copyrights that protect the content of our solutions. We believe that the “Hamilton Lane” trade name, logos and website are material to our operations.

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Legal and Compliance

Our general counsel reports to Erik Hirsch, one of our co-chief executive officers. Our attorneys are embedded in our corporate legal and investment legal teams. Most of our customized separate account clients, certain of our advisory clients and our specialized funds rely on us to review, analyze and negotiate the terms of the documents relating to primary, secondary and direct investments. Working together with our investment teams, our attorneys, using outside law firms as needed, negotiate directly with fund managers and deal sponsors and their counsel the terms of all limited partnership agreements, subscription documents, side letters, purchase agreements and other documents relating to primary, secondary and direct investments. Our attorneys also review and make recommendations regarding amendments and requests for consents presented by the fund managers from time to time. In addition, our legal team is responsible for preparing, reviewing and negotiating all documents relating to the formation and operation of our specialized funds globally. We utilize the services of outside counsel as we deem necessary.

Our compliance team is led by our chief compliance and risk officer, who reports to our chief operating officer. Our chief compliance and risk officer has day-to-day management responsibility for the compliance team. The compliance team is responsible for overseeing and enforcing our policies and procedures relating to compliance with the Investment Advisers Act and related rules and regulations and our code of ethics, as well as the compliance policies and procedures and laws and regulations that apply to our non-U.S. subsidiaries and operations. In addition, the compliance team is responsible for all regulatory matters relating to Hamilton Lane Securities LLC, our SEC- and Financial Industry Regulatory Authority (“FINRA”)-registered broker-dealer affiliate through which we offer interests in our specialized funds.

Risk Management

Our enterprise risk management committee (“ERM committee”) monitors the adequacy and effectiveness of the firm’s risk management processes, including the identification, assessment, management, mitigation and reporting of risks that may affect the firm’s global business operations, financial performance and reputation. The ERM committee’s primary purpose is to seek to ensure that an effective risk management framework is in place, monitor risk-related activities on an ongoing basis, and opine on issues involving material conflicts of interest. The committee is composed of the chief operating officer, chief compliance and risk officer, general counsel, chief financial officer, co-head of investments and head of investment legal. The ERM committee meets on a quarterly and as-needed basis.

Regulatory Environment

Our business is subject to extensive regulation in the United States at both the federal and state level. Under these laws and regulations, the SEC and relevant state securities authorities have broad administrative powers, including the power to limit, restrict or prohibit an investment advisor from carrying on its business if it fails to comply with such laws and regulations. Possible sanctions that may be imposed include the suspension of individual employees, limitations on engaging in certain lines of business for specified periods of time, revocation of investment advisor and other registrations or licenses, censures and fines.

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SEC Regulation

HLA is registered as an investment advisor with the SEC. As a registered investment advisor, it is subject to the requirements of the Investment Advisers Act, and the rules promulgated thereunder, as well as to examination by the SEC’s staff. The Investment Advisers Act imposes substantive regulation on virtually all aspects of our business and our relationships with our clients. Applicable requirements relate to, among other things, fiduciary duties to clients, engaging in transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, conflicts of interest, advertising, recordkeeping, reporting and disclosure requirements. The Investment Advisers Act regulates the assignment of advisory contracts by the investment advisor. The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act, ranging from fines and censures to termination of an investment advisor’s registration. The failure of HLA to comply with the requirements of the Investment Advisers Act and/or the rules and regulations published by the SEC could have a material adverse effect on us.

Most of our customized separate accounts and specialized funds are not registered under the Investment Company Act because they fall outside the scope of the Investment Company Act or qualify for an exemption thereunder. If we were to lose the ability to rely on these exemptions, certain of our funds could be required to register under the Investment Company Act or to restructure, which could adversely affect fund terms, investment strategies and our profitability.

Certain U.S. evergreen funds we manage are registered investment companies under the Investment Company Act. The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of our registered evergreen funds, including, among other things, their capital structure, investments and transactions. While we exercise broad discretion over the day-to-day management of our registered evergreen funds, each of them is also subject to significant oversight by a board, a majority of whom are not “interested persons” as defined under the Investment Company Act (the “independent trustees”). The responsibilities of each board include, among other things, approving the advisory contracts between HLA and our registered evergreen funds, approving agreements with other service providers and monitoring and approving transactions involving us and our affiliates. Additionally, the boards of each regulated fund appoints a chief compliance officer who meets independently with the independent trustees on at least a quarterly basis. Further, each board is responsible for overseeing the valuation process for each of our registered evergreen funds and HLA is required to provide the board with a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, as well as a written assessment of the adequacy and effectiveness of its valuation process.

ERISA-Related Regulation

Some of our specialized funds are treated as holding “plan assets” as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as a result of investments in those funds by benefit plan investors. By virtue of its role as investment manager of these funds, HLA is a “fiduciary” under ERISA with respect to such benefit plan investors. ERISA and the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), impose certain duties on persons that are fiduciaries under ERISA, prohibit certain transactions involving benefit plans and “parties in interest” or “disqualified persons” to those plans, and provide monetary penalties for violations of these prohibitions. With respect to these funds, HLA relies on particular statutory and administrative exemptions from certain ERISA prohibited transactions, which exemptions are highly complex and may in certain circumstances depend on compliance by third parties whom we do not control. The failure of HLA or us to comply with these various requirements could have a material adverse effect on our business.

In addition, with respect to other investment funds in which benefit plan investors have invested, but which are not treated as holding “plan assets,” we and HLA rely on certain rules under ERISA in conducting investment management activities. These rules are sometimes highly complex and may in certain circumstances depend on compliance by third parties that we do not control. If for any reason these rules were

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to become inapplicable, we and HLA could become subject to regulatory action or third-party claims that could have a material adverse effect on our business.

Foreign Regulation

We provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United States. In many of these countries and jurisdictions, which include the European Union (“EU”), the European Economic Area (“EEA”), the individual member states of each of the EU and EEA, Australia, Canada, Chile, China, Hong Kong, Israel, Japan, Mexico, Singapore, South Korea, Switzerland, the United Arab Emirates and the United Kingdom (“U.K.”), we and our operations, and in some cases our personnel, are subject to regulatory oversight and requirements. In general, these requirements relate to registration, licenses for our personnel, periodic inspections, marketing activities, the provision and filing of periodic reports, and obtaining certifications and other approvals. Across the EU, we are subject to the European Union Alternative Investment Fund Managers Directive (“AIFMD”) requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our personnel and reporting obligations. In 2024, the EU adopted Directive (EU) 2024/927 (“AIFMD II”). AIFMD II introduces changes relating to delegation arrangements and minimum substance requirements for EU alternative investment fund managers (“AIFMs”), liquidity risk management and liquidity-management tools, supervisory reporting, the provision of depositary and custody services and the regulation of loan-originating alternative investment funds, including leverage limits and additional conditions for open-ended loan-originating funds. EU member states were required to transpose AIFMD II into national law by April 16, 2026, at which time we became subject to these requirements. In parallel, the U.K. has consulted on, and begun to implement, reforms to its domestic AIFM regime. Switzerland and individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements. We are also subject to the EU’s Digital Operational Resilience Act (“DORA”), which took effect in 2025, and imposes requirements on financial entities, including AIFMs, relating to information and communications technology risk management, incident reporting, digital operational resilience testing and third-party risk management.

The application of some of these requirements and regulations to our business changed with the exit of the U.K. from the EU (“Brexit”) in 2020. For example, our subsidiaries that are authorized and regulated by the U.K. Financial Conduct Authority no longer have “passporting” privileges under certain EU directives, such as the AIFMD and the Markets in Financial Instruments Directive II (“MiFID II”), which certain of our specialized funds and customized separate accounts relied upon for access to markets throughout the EU. In preparation for this, we engaged with third-party AIFMs based in Luxembourg to replace, prior to Brexit, our U.K.-based AIFM for our funds and certain customized separate accounts for the EU. We have also obtained a MiFID II license for one of our EU-based (non-U.K.) subsidiaries to replace the MiFID II license held by our U.K.-based subsidiary, which is no longer valid after Brexit.

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Data Privacy and Cybersecurity Regulation

We collect, store, transmit and otherwise process personal data, confidential investor information and other sensitive information in the course of our business and are therefore subject to a growing patchwork of data protection, privacy and cybersecurity laws and regulations in the United States and abroad. In the EU and the U.K., we are subject to the General Data Protection Regulation (Regulation (EU) 2016/679) and the U.K. data protection regime (collectively, “GDPR”), which impose stringent requirements on the processing and cross-border transfer of personal data and authorize substantial administrative fines (up to the greater of EUR 20 million or 4% of annual worldwide turnover) for non-compliance. In the United States, we are subject to a growing number of state privacy laws, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and analogous statutes in other states, as well as Regulation S-P, Regulation S-ID and the SEC’s cybersecurity risk management, strategy, governance and incident disclosure rules applicable to public companies. A failure or perceived failure to comply with these regimes, or a cybersecurity incident affecting our systems or those of our service providers, could result in regulatory investigations, significant fines, civil litigation, remediation costs, reputational harm and an inability to transfer data across jurisdictions, any of which could have a material adverse effect on our business.

Anti-Money Laundering, Sanctions and Anti-Corruption

Our global fundraising and investment activities subject us to economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the EU, the U.K. and other jurisdictions, as well as to anti-money laundering and counter-terrorist financing laws, including the U.S. Bank Secrecy Act, the USA PATRIOT Act and the beneficial ownership reporting requirements of the Corporate Transparency Act. We are also preparing for compliance with the Financial Crimes Enforcement Network (“FinCEN”) final rule applying anti-money laundering program and suspicious activity reporting requirements to certain registered investment advisors, currently scheduled to take effect on January 1, 2028. In addition, we are subject to anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar laws in other jurisdictions where we operate. The geographic breadth of our investor base and portfolio investments, our use of placement agents and finders, and our reliance on third-party intermediaries and portfolio company management increase the risk that we, our personnel or persons acting on our behalf could violate these laws. Violations could result in significant civil or criminal penalties, disgorgement, debarment, restrictions on our ability to conduct business in certain jurisdictions and substantial reputational harm.

ESG and Sustainability-Related Regulation

In a number of jurisdictions in which we operate, we are subject to evolving sustainability-related disclosure and labeling regimes applicable to financial market participants and large enterprises. In the EU, these include the Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) (“SFDR”), and in the U.K., the Financial Conduct Authority’s Sustainability Disclosure Requirements and investment labels regime, and we may become subject to additional regimes such as the Corporate Sustainability Reporting Directive (“CSRD”) in the future. In the United States, we are subject to evolving climate-related disclosure requirements, including those adopted by the State of California and similar measures proposed or adopted in other states. Compliance with these regimes requires significant investment in data, systems and personnel, and the standards continue to evolve. A failure or perceived failure to comply, or a determination that our sustainability-related disclosures are inaccurate, incomplete or constitute “greenwashing,” could subject us to regulatory enforcement, private litigation, reputational harm and loss of investor confidence.

Employees

Our Culture

We believe that our culture is a key factor driving our success in developing and maintaining high-quality relationships among our employees and with our clients, prospects, business partners and the communities within which we live and work. With approximately 785 employees worldwide as of March 31, 2026, we are proud that our culture has been recognized annually by Pensions & Investments magazine, a leading

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investment publication, as a “Best Place to Work in Money Management” since the inception of the list in 2012.

At Hamilton Lane, we recognize that every individual brings unique experiences, perspectives and talents to our firm. That’s why we are committed to cultivating an environment where all employees feel empowered to bring their whole selves to work, enabling them to perform at their best. We value the richness of our workforce’s varied experiences, perspectives, backgrounds and talents, and we are committed to treating all employees with dignity and respect. These differences make our employees unique and contribute to our organization’s strength. Our dedication to belonging extends beyond our workplace, to the industry in which we operate and the communities and environment in which we live and work. Guided by our corporate value of “Do the Right Thing,” we are committed to promoting a welcoming and merit-based culture in the private markets asset class and the communities we serve. Our comprehensive approach, Belong@HamiltonLane, drives inclusive principles into our values, culture and practices. Our success is driven by our people. From our diverse perspectives, we can make more informed decisions designed to benefit our clients, our employees and our competitive edge.

Talent Acquisition, Retention and Development of Human Capital

We invest in a range of talent initiatives aimed at attracting, retaining and developing professionals across levels and geographies. These include early-career programs, in which analysts in various business units participate in intensive training, receive exposure to our investment and client-facing teams, participate in rotations and receive structured mentorship. We also sponsor a summer internship program in which undergraduate students gain exposure to the private markets industry through hands-on work experience, training and mentorship, as well as a co-operative program with a Philadelphia-based university through which undergraduate students are employed by us for six-month periods, gaining exposure to our industry, our company and networking opportunities.

Our Human Resources department, in close collaboration with our Belong@HamiltonLane Council, has implemented a core set of competencies and practices that equip employees with the knowledge and skills to create a supportive working environment. This program centers around four pillars: recruiting/retention, education, employee resource groups and external partnerships. Our employees have the opportunity to participate in our formal mentoring program designed to help less tenured employees foster relationships with more experienced colleagues or peers in different departments with the goal of enhancing professional and personal development and growth. Employees can also participate in the leadership of, or take part in the programming offered by, our employee resource groups, which are overseen by our Belong@HamiltonLane Council and are designed to support skill development, career progression, work-life balance, continuing education and networking. Employees are also encouraged to get involved in championing and participating in volunteerism efforts overseen by our HL in Action committee. We provide employees with volunteer time off to participate in HL in Action events and other volunteer engagements, which we believe supports our communities while fostering employee engagement and connection.

At Hamilton Lane, we remain fully committed to our efforts to attract, retain and develop talented professionals across all measures of inclusion and individuality and continue to drive a culture of belonging. We are proud of our organization’s history of embracing diverse and global perspectives to drive innovation and growth within our business.

Compensation and Benefits

In order to attract and retain current and prospective employees, we have developed a comprehensive total rewards compensation program. The elements of this program are designed to reward individual performance and recognize contributions that align with and drive positive business results. We believe that a compensation system that incentivizes actions that grow stockholder value closely aligns our employees with

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the interests of our stockholders. To further align their interests with those of investors in our funds, certain of our employees also have the opportunity to make investments in certain of our funds.

We offer a market-based mix of compensation elements, including:

•base salary;

•annual discretionary incentive bonuses consisting of both cash and equity;

•long-term equity incentives;

•a carried interest plan; and

•competitive health, wellness, retirement and work/life benefits.

The particular mix and weighting of elements varies depending on the functional area and level of seniority within our organization. We adjust the individual elements of compensation as needed to effectively compete for talent in the jurisdictions in which we do business and to comply with local law. We believe a blend of variable and longer-term components further attracts and incentivizes talent, provides an overall compensation package that is competitive with the market and encourages retention of top performers. As an employee’s compensation increases, a greater proportion of that employee’s total compensation is paid in the form of long-term equity and other awards relative to short-term cash compensation. We believe this more effectively motivates our senior management team to focus on the long-term growth of our business and corresponding increases in stockholder value.

Our benefits include 12 weeks of fully paid parental bonding leave plus one additional week to be used on demand (regardless of gender identity), lactation and milk shipping services, assisted reproductive technology and adoption support, back-up child, elder and self-care, workplace flexibility, mental health services and a number of financial wellness benefits including educational assistance, a student loan refinancing and repayment program, commuter benefits and our Employee Share Purchase Plan, as amended, through which employees can purchase shares of our Class A common stock at a discounted price.

Corporate Sustainability

We believe that strategically establishing business practices that serve to support our ability to deliver to our clients and investors both today and in the future is imperative. As a financial services company, most of our greenhouse gas emissions arise from purchased energy for our offices and from business travel. To better manage our emissions footprint, we have incorporated climate-related questions into our vendor due diligence, including whether vendors measure their greenhouse gas emissions.

We calculate our carbon footprint based on our Scope 1, 2 and 3 emissions, excluding financed emissions, and have committed to carbon neutrality for our operations going back to 2019. We have voluntarily offset our emissions for calendar years 2019 – 2023, have received carbon neutral certifications for calendar years 2021 – 2023 and are in the process of calculating our operational emissions for calendar years 2024 and 2025. Through this calculation and offsetting exercise, we have sought to understand and align operational decisions with the total costs.

Hamilton Lane is committed to preventing modern slavery and human trafficking in its business and supply chains and publishes a global Modern Slavery Statement under the UK Modern Slavery Act 2015. We seek to align with local legislation and mitigate modern slavery risk through supplier due diligence and monitoring, employee training and related governance frameworks, including the HLA Code of Ethics and whistleblower policy.

For more information on our investment approach to sustainability and responsible investing, see “—Investment Process and Monitoring.”

For more information on our human capital approach, see “—Employees.”

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Corporate Social Responsibility

Hamilton Lane’s corporate social responsibility program, HL in Action, focuses on employee-driven external volunteer initiatives in the communities where we operate, with an emphasis on key priorities: financial literacy, education and empowerment, climate matters and community development and stakeholder engagement. These opportunities are overseen by our Belong@HamiltonLane Council and HL in Action committee. As described under “— Employees”, each employee receives volunteer time off to participate in HL in Action events and engagements of their choosing. We encourage employees to participate in such events given the multi-faceted benefits that we believe can be derived from community engagement alongside building relationships with colleagues.

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