Carl Drew Thomas 4

4 · Hamilton Lane INC · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 17, 2026

Hamilton Lane (HLNE) CAO Carl Drew Thomas Sells 85 Shares for Tax Withholding

What Happened

Carl Drew Thomas, Chief Accounting Officer of Hamilton Lane (HLNE), had two transactions reported on the Form 4. On 2026-03-14 he delivered 85 shares at $96.85 each (total ≈ $8,232) to the issuer to satisfy tax withholding obligations related to previously granted restricted stock. Earlier, on 2025-12-31 he acquired 46 shares through the company’s Employee Share Purchase Plan at $114.16 each (total ≈ $5,251).

Key Details

Transactions and prices:
- 2025-12-31: Award/acquisition under ESPP — 46 shares @ $114.16 = $5,251 (code A; footnote F1).
- 2026-03-14: Shares delivered for tax withholding — 85 shares @ $96.85 = $8,232 (code F; footnote F3).
Shares owned after the transactions: Not specified in the Form 4.
Notable footnotes:
- F1: ESPP purchase exempt under Rule 16b-3(d).
- F2: Filing includes unvested restricted stock granted under the 2017 Equity Incentive Plan.
- F3: Shares were delivered to the issuer to pay withholding taxes on vesting awards.
- F4: Performance stock referenced is contingent on TSR performance through 9/16/2030.
Filing: Form 4 was filed 2026-03-17 for a 2026-03-14 transaction; no late filing flag was indicated.

Context

The 85-share disposition was a tax-withholding event (routine surrender of shares to cover taxes on vested awards), not an open-market sale signaling a change in investment view.
The 46-share acquisition was via the employee purchase plan (a purchase, often seen as routine employee participation rather than a strong bullish signal).
Performance shares mentioned are contingent rights that only convert to common stock if specified total shareholder return targets are met by 9/16/2030.

Form 4

Period: 2026-03-14

Chief Accounting Officer

Transactions

Award
Class A Common Stock
[F1][F2]
2025-12-31$114.16/sh+46$5,251→ 1,263 total
Tax Payment
Class A Common Stock
[F3][F2]
2026-03-14$96.85/sh−85$8,232→ 1,178 total

Holdings

Footnotes (4)

[F1]These shares were acquired pursuant to the Issuer's Employee Share Purchase Plan in a transaction that was exempt under Rule 16b-3(d).
[F2]Includes unvested restricted stock granted under the Issuer's 2017 Equity Incentive Plan.
[F3]Shares delivered to the Issuer for the payment of withholding taxes due upon the vesting of previously granted restricted stock awards.
[F4]Each share of performance stock represents a contingent right to receive one share of Class A common stock of the Issuer. The performance stock vests at the end of the performance period if the Issuer's Class A common stock achieves a specified growth rate of TSR over the performance period. The performance period of the performance stock ends on September 16, 2030.

Signature

/s/ Lauren Platko, attorney-in-fact|2026-03-17

1 file