Carl Drew Thomas, Chief Accounting Officer of Hamilton Lane Incorporated, filed a Form 4 on September 18, 2026, disclosing the acquisition of Class A common stock under an employee share purchase plan and the grant of performance stock awards.

Key Highlights

  • ESPP acquisition: Thomas acquired 78 shares of Class A common stock on June 30, 2026, at $67.01 per share under the issuer's Employee Share Purchase Plan, exempt under Rule 16b-3(d).
  • Post-transaction Class A holdings: Thomas beneficially owned 1,924 shares of Class A common stock following the reported transaction, including unvested restricted stock granted under the issuer's 2017 Equity Incentive Plan.
  • New performance stock grant: On September 16, 2026, Thomas acquired 2,226 shares of performance stock at $0, with a performance period ending September 16, 2031.
  • Existing performance stock: Thomas also holds 1,356 shares of performance stock with a performance period ending September 16, 2030.
  • Vesting condition: Each performance stock share represents a contingent right to receive one Class A share if the issuer's Class A shares achieve a specified growth rate of total shareholder return over the respective performance period.

Hamilton Lane CAO's Share Transactions and Performance Award Details

According to the filing, Carl Drew Thomas, identified as Chief Accounting Officer of Hamilton Lane Incorporated (NASDAQ:HLNE), reported two categories of transactions. The first was the acquisition of 78 shares of Class A common stock, par value $0.001 per share, on June 30, 2026, at a price of $67.01 per share. The filing states this transaction occurred pursuant to the issuer's Employee Share Purchase Plan and was exempt under Rule 16b-3(d). Following this acquisition, Thomas directly held 1,924 shares of Class A common stock, a total the filing notes includes unvested restricted stock granted under the issuer's 2017 Equity Incentive Plan.

The filing also discloses the acquisition of 2,226 shares of performance stock on September 16, 2026, at a price of $0. According to the filing, each share of performance stock represents "a contingent right to receive one Class A Share," vesting at the end of the performance period if the issuer's Class A shares achieve a specified growth rate of total shareholder return. The performance period for this grant ends on September 16, 2031. Thomas holds an additional 1,356 shares of performance stock under a separate grant with a performance period ending September 16, 2030, also reported in Table II.

All transactions reported are held directly by Thomas. The Form 4 was signed by Lydia Gavalis as attorney-in-fact and filed on September 18, 2026.

What Was Disclosed

The filing reports the acquisition of 78 Class A common shares via an employee share purchase plan at $67.01, a new performance stock grant of 2,226 shares expiring in 2031, and existing holdings including 1,356 performance shares expiring in 2030, all by Hamilton Lane's Chief Accounting Officer.