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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to ___________________________

Commission File Number 001-38021

HAMILTON LANE INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

26-2482738

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

110 Washington Street,

Suite 1300

Conshohocken,

19428

(Address of principal executive offices)

(Zip Code)

(610) 934-2222

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

HLNE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of February 2, 2026, there were 43,938,664 shares of the registrant’s Class A common stock, par value $0.001, and 11,836,450 shares of the registrant’s Class B common stock, par value $0.001, outstanding.

Table of Contents


			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			4
Condensed Consolidated Balance Sheets as of December 31, 2025 and March 31, 2025			4
Condensed Consolidated Statements of Income for the three and nine months ended December 31, 2025 and 2024			5
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended December 31, 2025 and 2024			7
Condensed Consolidated Statements of Cash Flows for the nine m onths ended December 31, 2025 and 2024			9
Notes to Condensed Consolidated Financial Statements			11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3. Quantitative and Qualitative Disclosures about Market Risk			54
Item 4. Controls and Procedures			55
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			57
Item 1A. Risk Factors			57
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			57
Item 5. Other Information			57
Item 6. Exhibits			58
Signatures			60

This Quarterly Report on Form 10-Q (“Form 10-Q”) includes certain information regarding the historical performance of our specialized funds and customized separate accounts. An investment in shares of our Class A common stock is not an investment in our specialized funds or customized separate accounts. In considering the performance information relating to our specialized funds and customized separate accounts contained herein, current and prospective Class A common stockholders should bear in mind that the performance of our specialized funds and customized separate accounts is not indicative of the possible performance of shares of our Class A common stock and is also not necessarily indicative of the future results of our specialized funds or customized separate accounts, even if fund investments were in fact liquidated on the dates indicated, and there can be no assurance that our specialized funds or customized separate accounts will continue to achieve, or that future specialized funds and customized separate accounts will achieve, comparable results. Please note that nothing in this Form 10-Q represents an offer to sell, or a solicitation of an offer to purchase, interests in any of Hamilton Lane’s products.

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. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Form 10-Q are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.

This Form 10-Q may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” the “Company,” “Hamilton Lane” and similar terms refer to Hamilton Lane Incorporated and its consolidated subsidiaries. As used in this Form 10-Q, (i) the term “HLA” refers to Hamilton Lane Advisors, L.L.C. and (ii) the terms “Hamilton Lane Incorporated” and “HLI” refer solely to Hamilton Lane Incorporated, a Delaware corporation, and not to any of its subsidiaries.

Available Information

Our website is located at www.hamiltonlane.com, and the Shareholders page of our website is located at https://shareholders.hamiltonlane.com. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file or furnish reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, statements of changes in beneficial ownership and amendments to those reports are available for free on the Shareholders page of our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. We also make certain corporate governance documents available on the Shareholders page of our website, including board committee charters and our code of conduct and ethics. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on the Shareholders page of our website. We may use our website (www.hamiltonlane.com), including pages therein related to our various strategies and funds, and LinkedIn account as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases as part of the Shareholders page of our website. Investors and others can receive notifications of new information posted on the Shareholders page of our website in real time by subscribing to email alerts.

The contents of our website are not incorporated by reference into this Form 10-Q or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Cautionary Note Regarding Forward-Looking Information

Some of the statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions, or the negative version of these words or other comparable words, are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including, risks relating to: the historical performance of our investments may not be indicative of future results or future returns on our Class A common stock; our

ability to identify suitable investment opportunities for our clients; intense competition in our industry, including competition for access to investments and for customized separate account and advisory clients; customized separate account and advisory account fee revenue is not a long-term contracted source of revenue; our ability to appropriately deal with conflicts of interest; our ability to retain our senior management team and attract additional qualified investment professionals; our ability to expand our business and formulate new business strategies; our ability to manage our obligations under our debt agreements; volatile market, economic and geopolitical conditions, which can adversely affect our business and the investments made by our funds or accounts; defaults by clients and third-party investors on their obligations to fund commitments; our ability to comply with the investment guidelines set by our clients; the exercise of redemption or repurchase rights by investors in certain of our funds; extensive government regulation, compliance failures and changes in law or regulation could adversely affect us; our ability to maintain our desired fee structure; failure to maintain the security of our information technology networks, or those of our third-party service providers, or data security breaches; our only material asset is our interest in Hamilton Lane Advisors, L.L.C., and we are accordingly dependent upon distributions from such entity to pay dividends, taxes and other expenses.

The foregoing list of factors is not exhaustive and should be read in conjunction with the other cautionary statements that are included herein and in our other periodic filings. For more information regarding these risks and uncertainties as well as additional risks we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (our “2025 Form 10-K”) and in our subsequent reports filed from time to time with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this Form 10-Q are made only as of the date we filed this report. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Hamilton Lane Incorporated

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)



	December 31, 2025		March 31, 2025
Assets
Cash and cash equivalents	$	338,504	$	229,161
Restricted cash	7,796		6,331
Fees receivable	171,813		181,411
Prepaid expenses	12,442		11,258
Due from related parties	35,316		16,217
Furniture, fixtures and equipment, net	35,341		37,586
Lease right-of-use assets, net	63,669		61,413
Investments	744,756		664,354
Deferred income taxes	294,885		308,525
Other assets	37,835		28,827
Assets of Consolidated Funds and Partnerships:
Cash and cash equivalents	1,683		48,112

Investments	425,729		96,700
Other assets	1,044		460
Total assets	$	2,170,813	$	1,690,355

Liabilities and equity
Accounts payable	5,029		5,469
Accrued compensation and benefits	101,336		48,556
Accrued members’ distributions	23,875		26,810
Accrued dividend	22,569		20,233
Debt	279,515		290,303
Payable to related parties pursuant to tax receivable agreement	234,965		240,648
Lease liabilities	80,324		78,017
Other liabilities (includes $10,777 and $12,190 at fair value)	44,809		55,502
Liabilities of Consolidated Funds and Partnerships:
Subscriptions in advance	31,792		—
Other liabilities	20,548		922
Total liabilities	$	844,762	$	766,460

Commitments and contingencies (Note 15)



Class A common stock, $0.001 par value, 300,000,000 authorized; 43,951,156 and 43,497,538 issued and outstanding as of December 31, 2025 and March 31, 2025, respectively	44		43
Class B common stock, $0.001 par value, 50,000,000 authorized; 11,836,450 and 12,178,412 issued and outstanding as of December 31, 2025 and March 31, 2025, respectively	12		12
Additional paid-in-capital	305,149		261,856
Accumulated other comprehensive income (loss)	1,150		(141)
Retained earnings	571,040		455,511
Total Hamilton Lane Incorporated stockholders’ equity	$	877,395	$	717,281
Non-controlling interests in Partnerships	6,463		6,024
Non-controlling interests in Hamilton Lane Advisors, L.L.C.	213,177		176,731
Non-controlling interests in Consolidated Funds	229,016		23,859
Total equity	$	1,326,051	$	923,895

Total liabilities and equity	$	2,170,813	$	1,690,355

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
Revenues
Management and advisory fees	$	153,177	$	126,282	$	429,000	$	386,027
Incentive fees	45,375		41,176		132,188		128,161
Consolidated Funds and Partnerships:
Incentive fees	37		803		4,239		803
Total revenues	198,589		168,261		565,427		514,991
Expenses
Compensation and benefits	77,944		61,905		224,485		195,409
General, administrative and other	34,329		30,581		96,822		86,858
Consolidated Funds and Partnerships:
General, administrative and other	310		53		1,424		202
Total expenses	112,583		92,539		322,731		282,469
Other income (expense)
Equity in income of investees	11,307		11,611		40,815		25,373
Interest expense	(3,688)		(3,866)		(11,374)		(9,517)
Interest income	2,656		2,761		8,093		4,933
Non-operating gain, net	2,613		453		3,095		11,705
Consolidated Funds and Partnerships:
Equity in income of investees	433		351		1,855		2,236
Net gain on investments	19,681		3,082		46,147		6,621

Interest income	1,042		37		1,753		145
Total other income (expense)	34,044		14,429		90,384		41,496
Income before income taxes	120,050		90,151		333,080		274,018
Income tax expense	27,253		12,696		59,609		33,555
Net income	92,797		77,455		273,471		240,463
Less: Income attributable to non-controlling interests in Partnerships	124		94		506		827
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	23,426		23,159		70,483		70,654

Less: Income attributable to non-controlling interests in Consolidated Funds	10,875		1,230		19,475		2,064
Net income attributable to Hamilton Lane Incorporated	$	58,372	$	52,972	$	183,007	$	166,918

Basic earnings per share of Class A common stock	$	1.40	$	1.33	$	4.40	$	4.20
Diluted earnings per share of Class A common stock	$	1.37	$	1.32	$	4.35	$	4.15
Dividends declared per share of Class A common stock	$	0.54	$	0.49	$	1.62	$	1.47

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
Net income	$	92,797	$	77,455	$	273,471	$	240,463
Other comprehensive income, net of tax
Foreign currency translation	(92)		—		1,707		—
Total other comprehensive income, net of tax	$	(92)	$	—	$	1,707	$	—
Comprehensive income	92,705		77,455		275,178		240,463
Less:
Comprehensive income attributable to non-controlling interests in Partnerships	124		94		506		827
Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	23,406		23,159		70,875		70,654
Comprehensive income attributable to non-controlling interests in Consolidated Funds	10,871		1,230		19,499		2,064
Total comprehensive income attributable to Hamilton Lane Incorporated	$	58,304	$	52,972	$	184,298	$	166,918

See accompanying notes to the condensed consolidated financial statements.


			6

Hamilton Lane Incorporated

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Non-Controlling Interests in Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated Funds		Total Equity

Balance at March 31, 2025	$	43	$	12	$	261,856	$	(141)	$	455,511	$	6,024	$	176,731	$	23,859	$	923,895
Net income	—		—		—		—		183,007		506		70,483		19,475		273,471
Other comprehensive income	—		—		—		1,291		—		—		392		24		1,707
Equity-based compensation	—		—		29,361		—		—		—		8,819		—		38,180
Warrant vesting	—		—		6,468		—		—		—		1,899		—		8,367
Purchase and retirement of Class A stock for tax withholding	—		—		(1,107)		—		—		—		(330)		—		(1,437)
Deferred tax adjustment	—		—		1,942		—		—		—		—		—		1,942
Dividends declared	—		—		—		—		(67,478)		—		—		—		(67,478)
Capital (distributions to) contributions from non-controlling interests, net	—		—		—		—		—		(67)		—		185,658		185,591
Member distributions	—		—		—		—		—		—		(40,583)		—		(40,583)
Secondary Offering	—		—		5,663		—		—		—		(5,663)		—		—
Employee Share Purchase Plan share issuance	1		—		1,841		—		—		—		554		—		2,396




Equity reallocation between controlling and non-controlling interests	—		—		(875)		—		—		—		875		—		—
Balance at December 31, 2025	$	44	$	12	$	305,149	$	1,150	$	571,040	$	6,463	$	213,177	$	229,016	$	1,326,051


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Non-Controlling Interests in Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated Funds		Total Equity

Balance at March 31, 2024	$	41	$	14	$	208,402	$	—	$	316,696	$	5,043	$	145,762	$	—	$	675,958
Net income	—		—		—		—		166,918		827		70,654		2,064		240,463

Equity-based compensation	—		—		14,485		—		—		—		5,196		—		19,681
Purchase and retirement of Class A stock for tax withholding	—		—		(729)		—		—		—		(261)		—		(990)

Dividends declared	—		—		—		—		(58,369)		—		—		—		(58,369)
Capital contributions from non-controlling interests, net	—		—		—		—		—		123		—		10,000		10,123
Member distributions	—		—		—		—		—		—		(26,872)		—		(26,872)

Employee Share Purchase Plan share issuance	1		—		1,494		—		—		—		536		—		2,031

Equity reallocation between controlling and non-controlling interests	—		—		304		—		—		—		(304)		—		—
Balance at December 31, 2024	$	42	$	14	$	223,956	$	—	$	425,245	$	5,993	$	194,711	$	12,064	$	862,025

See accompanying notes to the condensed consolidated financial statements.


			7

Hamilton Lane Incorporated

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Non-Controlling Interests in Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated Funds		Total Equity

Balance at September 30, 2025	$	44	$	12	$	289,308	$	1,218	$	535,237	$	6,296	$	200,537	$	125,396	$	1,158,048
Net income	—		—		—		—		58,372		124		23,426		10,875		92,797
Other comprehensive income	—		—		—		(68)		—		—		(20)		(4)		(92)
Equity-based compensation	—		—		10,043		—		—		—		2,948		—		12,991
Warrant vesting	—		—		6,468		—		—		—		1,899		—		8,367
Purchase and retirement of Class A stock for tax withholding	—		—		(461)		—		—		—		(135)		—		(596)
Deferred tax adjustment	—		—		(1)		—		—		—		—		—		(1)
Dividends declared	—		—		—		—		(22,569)		—		—		—		(22,569)
Capital (distributions to) contributions from non-controlling interests, net	—		—		—		—		—		43		—		92,749		92,792
Member distributions	—		—		—		—		—		—		(16,512)		—		(16,512)

Employee Share Purchase Plan share issuance	—		—		637		—		—		—		189		—		826



Equity reallocation between controlling and non-controlling interests	—		—		(845)		—		—		—		845		—		—
Balance at December 31, 2025	$	44	$	12	$	305,149	$	1,150	$	571,040	$	6,463	$	213,177	$	229,016	$	1,326,051


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Non-Controlling Interests in Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated Funds		Total Equity

Balance at September 30, 2024	$	41	$	14	$	214,788	$	—	$	391,737	$	5,875	$	178,633	$	10,834	$	801,922
Net income	—		—		—		—		52,972		94		23,159		1,230		77,455

Equity-based compensation	—		—		8,674		—		—		—		3,111		—		11,785
Purchase and retirement of Class A stock for tax withholding	—		—		(54)		—		—		—		(19)		—		(73)

Dividends declared	—		—		—		—		(19,464)		—		—		—		(19,464)
Capital contributions from non-controlling interests, net	—		—		—		—		—		24		—		—		24
Member distributions	—		—		—		—		—		—		(10,386)		—		(10,386)

Employee Share Purchase Plan share issuance	1		—		560		—		—		—		201		—		762



Equity reallocation between controlling and non-controlling interests	—		—		(12)		—		—		—		12		—		—
Balance at December 31, 2024	$	42	$	14	$	223,956	$	—	$	425,245	$	5,993	$	194,711	$	12,064	$	862,025

See accompanying notes to the condensed consolidated financial statements.


			8

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended December 31,
	2025		2024
Operating activities:
Net income	$	273,471	$	240,463
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,475		7,065
Change in deferred income taxes	26,094		6,886
Change in payable to related parties pursuant to tax receivable agreement	(4,195)		(1,397)
Equity-based compensation	38,180		19,681
Equity in income of investees	(40,815)		(25,373)
Net realized gain on sale of investments	—		(654)
Fair value adjustment of other investments	(413)		(9,852)

Proceeds received from Funds	24,429		39,463
Non-cash lease expense	7,125		6,608


Other	2,580		582
Changes in operating assets and liabilities:
Fees receivable	9,598		(27,331)
Prepaid expenses	(1,184)		1,626
Due from related parties	(19,099)		(13,189)
Other assets	226		821
Accounts payable	(440)		745
Accrued compensation and benefits	52,780		41,792
Lease liability	(7,074)		(6,811)
Other liabilities	(9,779)		4,406
Consolidated Funds and Partnerships:


Cash relinquished from deconsolidation of Fund	—		(12,173)
Net gain on investments	(44,747)		(6,563)
Equity in income of investees	(1,855)		(2,236)
Change in other assets and liabilities	9,587		(3,020)
Net cash provided by operating activities	$	321,944	$	261,539
Investing activities:
Purchase of furniture, fixtures and equipment	$	(4,098)	$	(8,713)


Purchase of investments and convertible notes	(8,000)		(5,794)
Proceeds from sale of investments	—		6,948
Net proceeds from sale of Consolidated Fund	22,135		—
Proceeds from sale of intangible assets	—		1,786


Distributions received from Funds	9,068		16,481
Contributions to Funds	(68,212)		(53,087)
Consolidated Funds and Partnerships:
Purchase of investments	(300,027)		(37,670)
Distributions received from investments	4,114		—
Cash from consolidating Funds	—		12,100

Net cash used in investing activities	$	(345,020)	$	(67,949)


			9

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended December 31,
	2025		2024
Financing activities:
Proceeds from offering	$	55,484	$	—
Purchase of membership interests	(55,484)		—
Borrowings of debt, net of deferred financing costs	—		97,658

Repayments of long-term debt	(11,250)		(1,875)




Repurchase of Class A common stock for employee tax withholding	(1,437)		(990)
Proceeds received from issuance of shares under Employee Share Purchase Plan	2,396		2,031
Payments to related parties, pursuant to tax receivable agreement	(12,000)		—
Dividends paid	(65,141)		(56,533)
Members’ distributions paid	(43,518)		(36,310)

Consolidated Funds and Partnerships:
Contributions from non-controlling interests in Partnerships	373		316
Distributions to non-controlling interests in Partnerships	(440)		(193)


Contributions from non-controlling interests in Consolidated Funds	217,450		10,000


Net cash provided by financing activities	$	86,433	$	14,104
Effect of exchange rate changes on cash and cash equivalents	1,022		—
Increase in cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships	64,379		207,694
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships at beginning of the period	283,604		119,619
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships at end of the period	$	347,983	$	327,313


Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Funds and Partnerships to the Condensed Consolidated Balance Sheets:
	As of December 31,
	2025		2024
Cash and cash equivalents	$	338,504	$	285,553
Restricted cash	7,796		5,858
Cash and cash equivalents held at Consolidated Funds and Partnerships	1,683		35,902
Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships	$	347,983	$	327,313

See accompanying notes to the condensed consolidated financial statements.


			10

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

1. Organization

Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007 and, following its 2017 initial public offering, is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and, through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest (“NCI”) related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain cash, certain deferred tax assets and liabilities, payables to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of December 31, 2025 and March 31, 2025, HLI held approximately 77.3% and 76.6%, respectively, of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement, the economic interest in HLA held by HLI will increase.

HLA is a registered investment advisor with the United States Securities and Exchange Commission (“SEC”), providing asset management and advisory services to design, build and manage private markets portfolios. HLA generates revenues primarily from management and advisory fees, comprised of specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees and, to a lesser extent, incentive fees, comprised of carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which the Company has a general partner commitment, and performance fees earned on certain other specialized funds and customized separate accounts. HLA sponsors the formation, and serves as the general partner, managing member and/or investment manager, of various specialized funds and certain single client separate account entities (“Funds”) that acquire interests in third-party managed investment funds that make private markets and related investments or otherwise invest directly in such investments. The Company, which includes certain subsidiaries that serve as the general partner or managing member of the Funds, may invest its own capital in the Funds and generally makes all investment and/or operating decisions for the Funds. HLA operates several wholly owned entities through which it conducts its foreign operations.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information including the accounts of the Company, its wholly owned subsidiaries, and entities that the Company controls, for which all intercompany transactions and balances have been eliminated in consolidation. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Management believes it has made all necessary adjustments (which consisted of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. Results of operations for the three and nine months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the year ending March 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in HLI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.


			11

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Consolidation

The Company consolidates general partnerships and subsidiaries that are wholly owned. Additionally, the Company consolidates Funds (“Consolidated Funds”) and general partner entities that are not wholly-owned (“Partnerships”) over which it exercises control either by holding majority voting interests or as the primary beneficiary, possessing both decision making authority and the right to receive economic benefits. The Consolidated Funds and Partnerships are included in the Company’s consolidated financial statements. The portion of the Consolidated Funds and Partnerships owned by third parties is presented as non-controlling interests in the Condensed Consolidated Balance Sheets and income attributable to non-controlling interests in the Condensed Consolidated Statements of Income.

The assets of the Partnerships represent investments in Funds and the assets of the Consolidated Funds generally represent cash and investments. The assets may only be used to settle obligations of the respective Consolidated Fund or Partnership, if any. In addition, there is no recourse to the Company for the consolidated liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest. Once the Company no longer qualifies as the primary beneficiary or holds a majority voting interest, it deconsolidates all the assets and liabilities of the respective Partnership or Consolidated Fund from the Condensed Consolidated Balance Sheets and records any remaining interest in the entity using the equity method within investments in the Condensed Consolidated Balance Sheets.

At each reporting date, the Company determines whether any reconsideration events have occurred that require it to revisit the consolidation analysis and will consolidate or deconsolidate accordingly.

See Note 6 for additional disclosures on variable interest entities (“VIE”).

Accounting for Differing Fiscal Periods

The Funds primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the Funds using a three-month lag due to the timing of financial information received from the investments held by the Funds. The Funds primarily invest in private equity funds, which generally require at least 90 days following the calendar year end to present audited financial statements.

The results of the Consolidated Funds are reported on a three-month lag, due to the timing of the receipt of related financial statements.

The Company records its share of capital contributions to and distributions from the Funds in investments in the Condensed Consolidated Balance Sheets during the three-month lag period.

The Company’s revenue earned from Funds, including both management and advisory fee revenue and incentive fee revenue, is not accounted for on a lag.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Fair Value of Financial Instruments

The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below:

•Level 1: Values are determined using quoted market prices for identical financial instruments in an active market.

•Level 2: Values are determined using quoted prices for similar financial instruments and valuation models whose inputs are observable.

•Level 3: Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The Company uses these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments; on a non-recurring basis, such as for acquisitions and impairment testing; for disclosure purposes, such as for long-term debt; and for other applications, as discussed in their respective notes.

Categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For a portion of the Company's investments, net asset value per share (“NAV”) (or its equivalent) is utilized to measure fair value. These investments are considered investment companies, or are the equivalent of investment companies, as they carry all investments at fair value, with unrealized gains and losses resulting from changes in fair value reflected in earnings. Investments valued using NAV are excluded from the fair value hierarchy. See Note 5 for further information.

The carrying amount of cash and cash equivalents, fees receivable, and accounts payable approximate fair value due to the immediate or short-term maturity of these financial instruments.

Segments

Financial information, annual operational plans and forecasts are reviewed by the chief operating decision makers (“CODM”) at the consolidated entity level. Consolidated net income is the primary measure of performance used by the CODM to establish objectives and allocate resources, with compensation and benefits being reviewed in more detail as a significant expense. Segment profit and loss is presented in the Condensed Consolidated Statements of Income, with additional detail provided in Note 10 relating to the significant expenses reviewed by the CODM. The measure of segment assets is not regularly presented to the CODM.

Recent Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 - Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this ASU incorporate 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification. The amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The amendments will be applied retrospectively to all prior periods presented in the condensed consolidated financial statements. The Company is currently assessing the impact of the new requirements.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company did not early adopt this standard and will reflect the impact of the new requirements in the current annual financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Income-Expense Disaggregation Disclosures, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the impact of the new requirements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share‑Based Consideration Payable to a Customer, which requires entities that issue share‑based consideration to a customer within the scope of Topic 606 to apply the share‑based payment guidance in Topic 718 to measure and classify such awards and clarifies how vesting conditions and expected forfeitures affect the timing and amount of the related reduction of revenue. The amendments in this ASU will be effective for annual periods (including interim periods within annual periods) beginning after December 15, 2026. Early adoption is permitted and is effective on either a modified retrospective or a retrospective basis. The Company elected to early adopt retrospectively during the three months ended December 31, 2025. The adoption of ASU 2025‑04 did not impact prior periods.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which modernizes accounting guidance for internal-use software costs. The updated standard reflects current development practices, including agile methodologies, by removing references to “development stages” and clarifying that capitalization begins when management authorizes and commits to funding for a software project, and it is probable the project will be completed and perform its intended function as intended. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of the new requirements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which requires entities that present interim financial statements in accordance with U.S. GAAP to follow clarified guidance on the form, content, and required disclosures of those interim financial statements, including disclosure of events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU will be effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the impact of the new requirements.

Reclassifications

In the Investing Activities portion of the Condensed Consolidated Statements of Cash Flows, the Company reclassified Purchase of convertible notes and Purchase of investments into Purchase of Convertible notes and investments, to conform to the current year presentation.There was no impact to prior period amounts reported in our Consolidated Balance Sheets.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

3. Revenue

The following tables present revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount:


	Three Months Ended December 31,				Nine Months Ended December 31,
Management and advisory fees	2025		2024		2025		2024
Specialized funds	$	98,530	$	75,764	$	271,132	$	235,866
Customized separate accounts	36,108		33,926		106,454		102,136
Advisory	4,810		5,681		15,727		17,320
Reporting, monitoring, data and analytics	9,326		7,102		26,364		21,225
Distribution management	455		1,002		1,882		1,917
Fund reimbursement revenue	3,948		2,807		7,441		7,563
Total management and advisory fees	$	153,177	$	126,282	$	429,000	$	386,027


	Three Months Ended December 31,				Nine Months Ended December 31,
Incentive fees	2025		2024		2025		2024
Specialized funds	$	39,449	$	34,837	$	109,135	$	112,913
Customized separate accounts	5,926		6,339		23,053		15,248
Consolidated funds and partnerships
Specialized funds	37		803		4,239		803
Total incentive fees	$	45,412	$	41,979	$	136,427	$	128,964

Strategic Partnership

On November 2, 2025, the Company entered into a long-term strategic partnership (the “Guardian Transaction”) with The Guardian Life Insurance Company of America (“Guardian”). Through this partnership the Company will oversee Guardian’s existing private equity portfolio and future commitments to private equity for the next 10 years. On December 31, 2025, the Company issued a warrant related to a maximum of 400,000 shares of its Class A common stock (the “Warrant”) to Guardian in a private placement transaction.

On December 31, 2025, the Company recognized an asset of $8,367 recorded in other assets in the Condensed Consolidated Balance Sheets, associated with the Warrant shares that were vested and exercisable upon issuance, subject to clawback provisions. The asset along with the remaining fair market value of the Warrant will be recognized as a reduction of management fee revenue over the contract performance period as the Company provides the related asset management services.


			15

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

4. Investments

Investments consist of the following:



	December 31, 2025		March 31, 2025
Equity method investments in Funds	$	529,424	$	453,636
Other equity method investments	—		386
Fair value investments	10,777		12,190
Measurement alternative investments	204,555		198,142
Total investments	$	744,756	$	664,354

Investments of Consolidated Funds and Partnerships consist of the following:



	December 31, 2025		March 31, 2025
Equity method investments in Funds	$	21,273	$	19,292
Fair value investments	404,456		77,408
Total Investments of Consolidated Funds and Partnerships	$	425,729	$	96,700

Equity method investments

The Company’s equity method investments in Funds represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments vary by Fund. The Company has a 1% interest in substantially all of the Funds. The Company’s other equity method investments represent its ownership in a technology company to develop an AI-powered investment assistant for private markets.

Fair value investments

The Company’s fair value investments represent investments held by Consolidated Funds and investments in private equity funds and direct credit and equity investments that are held as collateral on the Company’s secured financing. The private equity fund investments can only be redeemed through distributions received from the liquidation of underlying investments of the fund, and the timing of distributions is currently indeterminable. The cost of the assets held as collateral was $4,635 and $5,079 as of December 31, 2025 and March 31, 2025, respectively. Unrealized gains and losses from investments held by Consolidated Funds are recorded in net gain on investments in the Condensed Consolidated Statements of Income.

The Company accounts for its secured financing at fair value under the fair value option. The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes. The significant input to the fair value of the secured financing is the fair value of the fair value investments delivered as collateral which are estimated using Level 3 inputs with the significant inputs as shown in Note 5 below.

The Company recognized losses of $188 and $1,036 on fair value investments held as collateral during the three and nine months ended December 31, 2025, respectively, and a loss of $236 and a gain of $101 during the three and nine months ended December 31, 2024, respectively, that are recorded in non-operating gain, net. The Company recognized gains of $188 and $1,036 on the secured financing liability during the three and nine months ended December 31, 2025 respectively, and a gain of $236 and a loss of $101 during the three and nine months ended December 31, 2024, respectively, that are recorded in non-operating gain, net in the Condensed Consolidated Statements of Income.


			16

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The Company recognized no gain or loss and a gain of $25 on fair value investments held by Consolidated Funds during the three and nine months ended December 31, 2025, respectively, and gains of $28 and $21 during the three and nine months ended December 31, 2024, respectively, that are recorded in net gain on investments in the Condensed Consolidated Statements of Income.

Measurement Alternative Investments

The following table summarizes the activity related to the Company’s measurement alternative investments:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
Carrying amount beginning of the period	$	203,555	$	188,922	$	198,142	$	175,522
Adjustments related to equity investments:
Purchases	1,000		2,955		6,000		7,955

Net change in unrealized gain(1)	—		72		413		8,472


Carrying amount, end of period	$	204,555	$	191,949	$	204,555	$	191,949

(1) Net change in unrealized gain consists of fair value adjustments for observable price changes of identical or similar investments.

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses related to the Company’s measurement alternative investments:



	December 31, 2025		March 31, 2025
Cumulative gross unrealized gains	$	79,415	$	79,002
Cumulative gross unrealized losses	$	(43,289)	$	(43,289)

5. Fair Value Measurements

The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:


	As of December 31, 2025
	Level 1		Level 2		Level 3		NAV(1)		Total
Financial assets:
Fair value investments	$	—	$	—	$	10,777	$	—	$	10,777
Consolidated Funds
Fair value investments	109,590		—		3,193		291,673		404,456
Total financial assets	$	109,590	$	—	$	13,970	$	291,673	$	415,233

Financial liabilities:
Secured financing(2)	$	—	$	—	$	10,777	$	—	$	10,777
Total financial liabilities	$	—	$	—	$	10,777	$	—	$	10,777


			17

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)


	As of March 31, 2025
	Level 1		Level 2		Level 3		NAV(1)		Total
Financial assets:
Fair value investments	$	—	$	—	$	12,190	$	—	$	12,190
Consolidated Funds
Fair value investments	—		—		3,916		73,492		77,408

Total financial assets	$	—	$	—	$	16,106	$	73,492	$	89,598

Financial liabilities:

Secured financing(2)	$	—	$	—	$	12,190	$	—	$	12,190
Total financial liabilities	$	—	$	—	$	12,190	$	—	$	12,190

(1) The fair value amounts presented in this column are intended to permit reconciliation of the fair value hierarchy to the amounts presented in Note 4.

(2) Secured financing is recorded within other liabilities in the Condensed Consolidated Balance Sheets.

The following table lists information regarding all investments recorded at estimated fair value based upon the NAV:


	Fair Value		Unfunded Commitment
Direct investment funds	$	57,007	$	8,366
Secondary funds	234,666		68,829

	$	291,673	$	77,195

The investments valued under NAV can only be redeemed through distributions received from the liquidation of the underlying investments, and the timing of distributions is currently indeterminable.

The following is a reconciliation of fair value investments for which significant unobservable inputs (Level 3) were used in determining value:


	Private equity funds		Direct equity investments		Total investments
Balance as of September 30, 2025	$	4,484	$	6,648	$	11,132

Distributions	(4)		(163)		(167)
Net loss	(56)		(132)		(188)


Balance as of December 31, 2025	$	4,424	$	6,353	$	10,777

Balance as of March 31, 2025	$	4,265	$	7,925	$	12,190
Contributions	9		—		9
Distributions	(15)		(371)		(386)
Net gain (loss)	165		(1,201)		(1,036)


Balance as of December 31, 2025	$	4,424	$	6,353	$	10,777


			18

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)


	Private equity funds		Direct equity investments		Total investments
Balance as of September 30, 2024	$	4,608	$	8,472	$	13,080

Distributions	(52)		—		(52)
Net loss	31		(267)		(236)


Balance as of December 31, 2024	$	4,587	$	8,205	$	12,792

Balance as of March 31, 2024	$	5,519	$	7,552	$	13,071

Distributions	(380)		—		(380)
Net (loss) gain	(552)		653		101


Balance as of December 31, 2024	$	4,587	$	8,205	$	12,792

The following is a reconciliation of investments held by the Company’s Consolidated Funds and Partnerships for which significant unobservable inputs (Level 3) were used in determining value:


	Direct equity investments
Balance as of September 30, 2025	$	6,490
Contributions	960



Transfer out (1)	(4,257)
Balance as of December 31, 2025	$	3,193

Balance as of March 31, 2025	$	3,916
Contributions	5,425

Net gain	25

Transfer out(1) (2)	(6,173)
Balance as of December 31, 2025	$	3,193

(1)Transfer out relates to deconsolidation of a previously consolidated fund entity which held Level 3 investments.

(2)Transfer out relates to a change in valuation approach on an equity investment from Level 3 to NAV practical expedient based upon the availability of information.


	Direct credit investments
Balance as of September 30, 2024	$	—
Contributions	2,000
Distributions	(116)
Net gain	28


Balance as of December 31, 2024	$	1,912

Balance as of March 31, 2024	$	—
Contributions	2,386
Distributions	(116)
Net gain	21

Transfer out (1)	(379)
Balance as of December 31, 2024	$	1,912

(1)Transfer out relates to deconsolidation of a previously consolidated fund entity which held Level 3 investments.


			19

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The valuation methodologies, significant unobservable inputs, range of inputs and the weighted average input determined based upon relative fair value of the investments used in recurring Level 3 fair value measurements of assets were as follows, as of December 31, 2025:


				Significant
	Fair		Valuation	Unobservable				Weighted
	Value		Methodology	Inputs	Range			Average

Private equity funds	$	4,424	Adjusted NAV	Selected market return	2.7%	-	2.8%	2.7%

Direct equity investments	$	6,353	Adjusted NAV	Selected market return	2.8%	-	3.0%	2.9%
Investments held by Consolidated Funds



Direct equity investments	$	3,193	Recent precedent transactions

For the significant unobservable inputs listed in the table above a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively.

6. Variable Interest Entities

The Company holds variable interests in entities that are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without cause by simple majority vote (i.e., do not have substantive “kick out” or “liquidation” rights). The Company’s variable interest in such entities is in the form of direct equity interests in the Funds in which it also serves as the general partner or managing member. In the Company’s role as general partner or managing member, it generally considers itself the sponsor of the applicable Funds and makes all investment and operating decisions. The Company consolidates VIEs in which it is determined that the Company is the primary beneficiary.

Consolidated Variable Interest Entities

The following table presents the assets and liabilities of consolidated VIEs that are included in the Condensed Consolidated Balance Sheets.



	December 31, 2025		March 31, 2025
Assets of Consolidated Funds and Partnerships:
Cash and cash equivalents	$	—	$	48,112
Investments	397,310		96,700
Other assets	439		460
Total assets	$	397,749	$	145,272

Liabilities of Consolidated Funds and Partnerships:
Subscriptions in advance	$	31,792	$	—
Other liabilities	18,408		922
Total liabilities	$	50,200	$	922

Non-consolidated Variable Interest Entities

Certain Funds that are VIEs are not consolidated because the Company has determined it is not the primary beneficiary based upon the Company’s equity interest percentage in each of the applicable VIEs. As


			20

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

of December 31, 2025, the total remaining unfunded commitments to the non-consolidated VIEs was $165,147. Investor commitments are the primary source of financing for the non-consolidated VIEs.

The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these non-consolidated VIEs. The Company believes that its maximum exposure to loss is limited because it establishes separate limited liability or limited partnership entities to serve as the general partner or managing member of the Funds.

The carrying value of assets and liabilities recognized in the Condensed Consolidated Balance Sheets related to the Company’s interests in these non-consolidated VIEs and the Company’s maximum exposure to loss relating to non-consolidated VIEs were as follows:



	December 31, 2025		March 31, 2025
Investments	$	279,782	$	256,350
Fees receivable	48,049		48,601
Due from related parties	12,809		4,723
Total VIE Assets	340,640		309,674
Less: Non-controlling interests	(2,218)		(2,497)
Maximum exposure to loss	$	338,422	$	307,177

7. Debt

The Company’s debt consisted of the following:


	As of December 31, 2025						As of March 31, 2025
	Principal Outstanding		Carrying Value		Interest Rate		Principal Outstanding		Carrying Value		Interest Rate
Term Loan	$	84,375	$	84,053	5.50	%	$	93,125	$	92,736	6.25	%
2020 Multi-Draw Facility	97,500		97,239		3.50	%	100,000		99,691		3.50	%


Senior Notes	100,000		98,223		5.28	%	100,000		97,876		5.28	%
Total Debt	$	281,875	$	279,515			$	293,125	$	290,303

The carrying value of the Company’s Term Loan with JPMorgan Chase Bank, N.A. as of December 31, 2025 and March 31, 2025 approximated fair value. The 2020 multi-draw facility had an estimated fair value of $94,712 and $99,305 as of December 31, 2025 and March 31, 2025, respectively. The Company’s 5.28% Senior Notes due October 15, 2029 had an estimated fair value of $96,903 and $99,222 as of December 31, 2025 and March 31, 2025, respectively. The estimated fair value of debt is based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.

On October 1, 2025, we amended our existing 2022 Multi-Draw Term Loan Agreement. The amendment included a decrease in the aggregate principal amount available to be borrowed from $75,000 to $50,000, changed dates related to principal and interest payments and changed interest rates for borrowings to the greater of the prime rate minus 1.35% or 3.00%. As of December 31, 2025 we did not have an outstanding balance under the 2022 Multi-Draw Term Loan Agreement.


			21

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

8. Equity

The following table shows a rollforward of the Company’s common stock outstanding since March 31, 2025:


	Class A Common Stock	Class B Common Stock
March 31, 2025	43,497,538	12,178,412
Shares issued (repurchased) in connection with offerings	378,705	(341,962)
Awards granted	125,703	—
Shares issued pursuant to Employee Share Purchase Plan	20,570	—
Forfeitures	(61,140)	—
Shares repurchased for employee tax withholdings	(10,220)	—
December 31, 2025	43,951,156	11,836,450

September 2025 Offering

In September 2025, the Company and a selling stockholder completed a registered offering of an aggregate of 528,705 shares of Class A common stock at a price to the underwriter of $146.51 per share (the “September 2025 Offering”). The shares sold consisted of 150,000 shares held by the selling stockholder and 378,705 shares newly issued by the Company. The Company received $55,484 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges of a total of 341,962 Class B units and 36,743 Class C units by certain members of HLA. In connection with the exchange of the Class B units, the Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock. The Company did not receive any proceeds from the sale of shares by the selling stockholder.

Warrant Instrument

In connection with the Guardian Transaction, the Company issued the Warrant allowing for purchases of up to 400,000 shares of Class A common stock, with a grant date fair value of $19,618. The Warrant will expire on February 29, 2036. The Company accounts for the Warrant as equity as it is indexed to the Company’s common stock and can only be settled in cash at the Company’s election.

Upon issuance, 150,000 shares with a weighted average exercise price of $131.56 per share became exercisable. The remaining shares will vest evenly over a 10 year period subject to minimum annual contract commitments.

The fair value of the Warrant was estimated using a Black-Scholes valuation method using the following assumptions:




Closing share price as of grant date	$132.24
Weighted average exercise price	$161.46
Risk Free Rate	4.18	%
Dividend rate	1.63	%
Volatility (1)	35.00	%
Expected term	10.2 years

(1)The Company estimates expected volatility based on the historic volatility of its own Class A common stock.


			22

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

9. Equity Based Compensation

Restricted Stock Awards

A summary of restricted stock activity for the nine months ended December 31, 2025 is presented below:


	Total Unvested	Weighted- Average Grant-Date Fair Value of Award
March 31, 2025	506,550	$	114.15
Granted	19,958	$	141.73
Vested	(38,719)	$	123.99
Forfeited	(19,495)	$	127.30
December 31, 2025	468,294	$	113.93

As of December 31, 2025, total unrecognized compensation expense related to restricted stock awards was $40,847.

Performance Awards

The Company grants performance stock awards to certain employees that are subject to both a market-based vesting and a service-based vesting condition (“Performance Awards”). Holders of Performance Awards do not participate in dividends until both their market-based and service-based vesting requirements have been met. Due to the existence of the service requirements on Performance Awards, compensation expense is recognized ratably over the respective minimum service periods from the grant date through the vesting date. The fair values of Performance Awards are based on a Monte Carlo simulation valuation model.

The Performance Awards granted on September 16, 2025 will vest based upon (i) achieving a compound annual growth rate of total shareholder return of at least 8% as of September 16, 2030 and (ii) continued employment through September 16, 2030.

A summary of performance award activity for the nine months ended December 31, 2025 is presented below:


	Total Unvested	Weighted- Average Grant-Date Fair Value of Award
March 31, 2025	1,616,282	$	101.01
Granted	105,745	$	75.27

Forfeited	(41,645)	$	35.43
December 31, 2025	1,680,382	$	101.01

As of December 31, 2025, the unrecognized compensation expense related to the performance awards was $122,223.


			23

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of the Performance Awards granted on September 16, 2025.



Grant Date Fair Value	$75.27
Closing share price as of grant date	$147.58
Risk Free Rate	3.6	%
Volatility(1)	35.0	%
Dividend Yield	1.5	%

(1)The Company estimates expected volatility based on the historic volatility of its own Class A common stock.

10. Compensation and Benefits

The Company has recorded the following amounts related to compensation and benefits:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
Base compensation and benefits	$	60,886	$	39,633	$	170,133	$	143,495
Incentive fee compensation	4,067		10,487		16,172		32,233
Equity-based compensation	12,991		11,785		38,180		19,681
Total compensation and benefits	$	77,944	$	61,905	$	224,485	$	195,409

11. Income Tax

The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim period in which those items occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax; therefore, the effective tax rate can vary from period to period. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized.

The Company’s effective tax rates were 22.7% and 14.1% for the three months ended December 31, 2025 and 2024, respectively, and 17.9% and 12.3% for the nine months ended December 31, 2025 and 2024, respectively. The effective tax rates were different from the statutory tax rates due to income allocated to NCI, change in valuation allowance recorded against deferred tax assets and discrete tax adjustments to true-up prior fiscal year estimated investment taxable income to actual investment taxable income reported to the Company after the prior fiscal year end.

In connection with the September 2025 Offering and related unit exchanges, the Company recognized a deferred tax asset of $12,455, presented net of a valuation allowance of $1,584 for the portion of tax benefits for which realization is not more likely than not. In conjunction with this recognition, the Company also recorded a payable to related parties of $10,512 pursuant to the tax receivable agreement, recognized through equity.

During the nine months ended December 31, 2025, the Company paid $12,000 of tax receivable agreement payments.

As of December 31, 2025, the Company had no unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.


			24

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) introduced a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion model rules. Several OECD member countries have enacted tax legislation based on certain elements of these rules that became effective on January 1, 2024. Other jurisdictions have announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential change, and phase-in periods. As of December 31, 2025, the Company is not subject to the Pillar Two model rules and will continue to monitor legislative developments and the potential impact on future periods.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA contains several provisions revising the U.S. federal corporate income tax by, among other things, extending many expiring provisions from the Tax Cuts and Jobs Act of 2017, modifying the international tax framework, and restoring favorable tax treatment for certain business provisions. As of December 31, 2025, the OBBBA did not have a material impact on the Company’s income tax expense.

12. Earnings per Share

The following table presents the basic earnings per share (“EPS”) for a share of Class A common stock:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024

Net income attributable to HLI	$	58,372	$	52,972	$	183,007	$	166,918
Weighted Average Shares	41,795,343		39,722,780		41,556,577		39,707,732
Basic EPS of Class A common stock	$	1.40	$	1.33	$	4.40	$	4.20

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating shares. As a result, a separate presentation of basic and diluted EPS of Class B common stock under the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock on a one-for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.


			25

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The following table presents the diluted EPS for a share of Class A common stock:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
Numerator
Net income attributable to Class A common stockholders - basic	$	58,372	$	52,972	$	183,007	$	166,918
Adjustments to net income:
Assumed vesting of employee awards	114		174		422		474

Assumed conversion of Class B and Class C units	16,087		18,507		53,307		58,354
Net income attributable to Class A common stockholders	$	74,573	$	71,653	$	236,736	$	225,746
Denominator
Weighted-average shares of Class A common stock outstanding - basic	41,795,343		39,722,780		41,556,577		39,707,732
Weighted-average effect of dilutive securities:
Assumed vesting of employee awards	387,405		509,110		427,702		438,571

Assumed conversion of Class B and Class C units	12,280,789		14,221,775		12,495,618		14,221,775
Weighted-average shares of Class A common stock outstanding	54,463,537		54,453,665		54,479,897		54,368,078
Diluted EPS of Class A common stock	$	1.37	$	1.32	$	4.35	$	4.15

The adjustments to net income for dilutive shares are based upon the additional income that would be allocated to HLI for the change in its ownership percentage due to the dilutive shares and adjusted for the incremental income tax expense related to the additional allocated income. Net income (loss) recorded by HLI on a standalone basis will determine if the Class B and Class C units are dilutive or antidilutive in each respective period.

The following table presents the weighted-average Performance Awards and the Warrant shares excluded from diluted EPS that would have been antidilutive or for which the market or performance conditions have not been achieved as of the period reported:


	Three Months Ended December 31,		Nine Months Ended December 31,
Shares	2025	2024	2025	2024
Performance Awards	1,392,869	1,298,878	1,334,201	602,698
Warrant shares	4,348	—	1,455	—

13. Related Party Transactions

The Company considers its employees, directors, and equity method investments to be related parties.


			26

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Revenue and Receivables

The Company earned management and advisory fees from Funds of $127,313 and $100,522 for the three months ended December 31, 2025 and 2024, respectively, and $351,056 and $309,740 for the nine months ended December 31, 2025 and 2024, respectively. The Company earned incentive fees from Funds of $42,404 and $39,612 for the three months ended December 31, 2025 and 2024, respectively, and $130,721 and $123,988 for the nine months ended December 31, 2025 and 2024, respectively.

Fees receivable from the Funds were $145,990 and $156,776 as of December 31, 2025 and March 31, 2025, respectively, and are included in fees receivable in the Condensed Consolidated Balance Sheets.

Sale of Consolidated Fund

On October 23, 2025, the Company completed the sale of its interests in a wholly-owned Consolidated Fund to a Fund that the Company manages for $92,278 in cash. As a result of the sale, the Company derecognized all of the assets and liabilities of the Consolidated Fund, including $70,143 of cash held by the Consolidated Fund, during the three and nine months ended December 31, 2025. After the deconsolidation, the Company did not retain an equity interest but remains the investment manager of the fund.

14. Supplemental Cash Flow


	Nine Months Ended December 31,
	2025		2024
Non-cash operating activities:
Establishment of lease liability in exchange for right of use asset	$	7,030	$	3,578
Deconsolidation of fund net (assets)/ liabilities	$	—	$	(3,568)
Non-cash investing activities:
Investments purchased by Consolidated Fund not yet paid	$	(9,546)	$	—

Deconsolidation of investments held by deconsolidated fund	$	23,846	$	9,758
Transfer of equity method investment in funds from deconsolidated fund	$	—	$	27,240


Conversion of note receivable	$	—	$	2,161
Non-cash financing activities:
Dividends declared but not paid	$	22,569	$	19,464
Member distributions declared but not paid	$	23,875	$	14,377
Establishment of payable to related parties pursuant to tax receivable agreement	$	10,512	$	—
Warrant related asset	$	8,367	$	—

15. Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may be subject to various legal, regulatory, and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, the Company does not believe it is probable that any pending or, to its knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect its condensed consolidated financial statements.

Incentive Fees

The Funds have allocated carried interest still subject to contingencies that did not meet the Company’s criteria for revenue recognition in the amounts of $1,492,751 and $1,260,277, net of amounts attributable to NCI, at December 31, 2025 and March 31, 2025, respectively.


			27

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

If the Company ultimately receives the unrecognized carried interest, a total of $373,188 and $315,069 as of December 31, 2025 and March 31, 2025, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans. Such amounts have not been recorded in the Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Income as the payment is not yet probable.

Leases

The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world. Some leases have the option to extend for an additional term or terminate early. Short-term lease costs are not material.

The following table shows lease costs and other supplemental information related to the Company’s operating leases:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025			2024
Operating lease costs	$	2,282	$	2,396	$	6,955		$	6,974
Variable lease costs	$	538	$	394	$	1,616		$	1,182
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,446	$	2,318	$	7,074		$	6,811

					December 31, 2025			March 31, 2025
Weighted average remaining lease term (in years)					10.7			11.6
Weighted average discount rate					3.7		%	3.5		%

As of December 31, 2025, the maturities of operating lease liabilities were as follows:


Remainder of FY2026	$	2,472
FY2027	10,010
FY2028	9,426
FY2029	8,577
FY2030	8,073
Thereafter	56,001
Total lease payments	$	94,559
Less: imputed interest	(14,235)
Total operating lease liabilities	$	80,324

Commitments

The Company serves as the investment manager of the Funds. The general partner or managing member of each Fund is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances. The Company’s aggregate unfunded commitment to the Funds was $269,521 and $312,215 as of December 31, 2025 and March 31, 2025, respectively.

In connection with certain of the Company’s strategic technology investments, a percentage of realized gains will be paid to one of the Company’s Co-CEOs for overseeing the initial investments and up to 15% may be paid as a discretionary bonus to other employees as those gains are realized. The Company has an unrealized net gain on strategic investments of $34,086 as of December 31, 2025.


			28

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The Company offers an Employee Investment Program (“EIP”) through which certain employees are able to invest directly into certain Company managed Funds as individual limited partners (“LPs”). The employees also have an option to enter into a loan agreement with the Company or a third-party lender to fund committed capital. The loan is collateralized by the underlying LP’s interest in the fund and return of capital distributions are utilized to pay the outstanding loan balance. The Company entered into a separate agreement with the third-party lender to backstop the employee’s performance under the loan with a commitment to purchase the LP interest from the lender at the greater of fair value or the outstanding balance of the loan in the event of a default by the employee. As of December 31, 2025 and March 31, 2025, the total amount of outstanding loans at the third-party lender under the EIP were $1,409 and $1,280, respectively, and the Company believes the risk of default by an employee to be remote.

16. Subsequent Events

Dividend Declared

On February 3, 2026, the Company announced a quarterly dividend of $0.54 per share of Class A common stock to record holders at the close of business on March 20, 2026. The payment date will be April 6, 2026.


			29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, and our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Form 10-K for a more complete understanding of our financial position and results of operations.

The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Investors should review the “Cautionary Note Regarding Forward-Looking Information” above and the “Risk Factors” detailed in Part I, Item 1A of our 2025 Form 10-K for a discussion of those risks and uncertainties that have the potential to cause actual results to be materially different. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. Unless otherwise indicated, references in this Form 10-Q to fiscal 2025 and fiscal 2024 are to our fiscal years ended March 31, 2025, and 2024, respectively.

Business Overview

We are a global private markets investment solutions provider and operate our business in a single segment. 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, 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 $98.1 billion of our assets under management (“AUM”) as of December 31, 2025.

•Specialized Funds: We organize, invest and manage commingled specialized primary, secondary and direct investment funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997. Since then, our product offerings have grown steadily and now include evergreen offerings that primarily invest in secondaries and direct investments in equity and credit and are available to certain high-net-worth individuals. Specialized funds comprised $48.0 billion of our AUM as of December 31, 2025.

•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 $871.5 billion of assets under advisement (“AUA”) as of December 31, 2025.

•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 for transparency and powerful analytics. 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 alternative assets to some of the world’s largest and most sophisticated private markets investors. 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. In addition, we believe we are a leading provider of private markets solutions for U.S. labor union pension plans, and we serve numerous 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.

Recent Transactions

Credit Facility Amendment

On October 1, 2025, we amended our existing 2022 Multi-Draw Term Loan Agreement. The amendment included a decrease in the aggregate principal amount available to be borrowed from $75 million to $50 million, changed dates related to principal and interest payments and changed interest rates for borrowings to the greater of the prime rate minus 1.35% or 3.00%.

Sale of Consolidated Fund

On October 23, 2025, we completed the sale of our interests in a wholly-owned entity for $92.3 million in cash to an investment fund, that we manage, but, in which we do not hold an equity interest.

Strategic Partnership

On November 2, 2025, we entered into a long-term strategic partnership with The Guardian Life Insurance Company of America (“Guardian”). Through this partnership, we will oversee Guardian’s existing nearly $5 billion private equity portfolio, and Guardian has also committed to invest approximately $500 million per year in private equity for the next 10 years through us. To support the partnership’s shared goals, Guardian was granted, at closing, a warrant related to a maximum of 400,000 shares of our Class A common stock (the “Warrant”) along with additional financial incentives. The Warrant is subject to applicable exercise prices and vesting and forfeiture conditions, may be settled in cash or shares at our election, expires approximately 10 years after issuance, and includes customary anti‑dilution adjustments for stock splits, stock dividends and similar events. The transaction closed, and the Warrant was issued, on December 31, 2025.

Key Financial and Operating Measures

Our key financial measures are discussed below.

Revenues

We generate revenues primarily from management and advisory fees and incentive fees.

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees.

Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net invested capital under management. These fees often decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to clients. 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. In addition, we may provide for investments in our specialized funds as part of our customized separate accounts. In these cases, we generally reduce the asset-based and/or incentive fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or net asset value (“NAV”) in, our specialized funds. The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or NAV. In the case of certain funds, we charge management fees on capital commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments, whether the limited partners commit early in the offering period or if the limited partners are investors in our other funds. Revenues from specialized funds that charge management fees during their fundraising periods include retroactive fees. Retroactive fees are management fees earned from investors that commit to a specialized fund after the first close of the fund and are required to pay a catch-up management fee as if they had committed to the fund at the first closing.

Revenues from advisory and reporting, monitoring, data and analytics services are generally annual fixed fees, which vary depending on the services we provide, and are recognized over the service term. In limited cases, advisory service clients are charged basis point fees annually based on the amounts they have committed to invest pursuant to their agreements with us. In other cases where our services are limited to monitoring and reporting on investment portfolios, clients are charged a fee based on the number of investments in their portfolio.

Distribution management fees are generally earned by applying a percentage to AUM or proceeds received. Certain active management clients may elect a fee structure under which they are charged an asset-based fee plus a fee based on net realized and unrealized gains and income net of realized and unrealized losses.

Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which we have a commitment, and performance fees earned on certain other specialized funds and customized separate accounts.

For each of our secondary funds, direct investment funds, strategic opportunity funds and some of our evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, usually 10.0% to 12.5%, subject to a compounded annual preferred return that is generally 6.0% to 8.0%. To the extent that our primary funds also directly make secondary investments and direct investments, they generally earn carried interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments in other private markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return. We recognize carried interest when it is probable that a significant reversal will not occur.

Performance fees are based on the aggregate amount of unrealized or realized gains earned by the applicable specialized fund or customized separate account, subject to the achievement of defined minimum returns to the clients or high-water marks. Performance fees range from 5.0% to 12.5% of net profits, with some subject to a compounded annual preferred return that varies by account but is generally 6.0% to 8.0%. Performance fees are recognized when it is probable that a significant reversal will not occur.

The primary contingency regarding incentive fees is the “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents. Incentive fees are typically only required to be returned on a net of tax basis due to a clawback. As such, the tax-related portion of incentive fees is typically not subject to clawback and is therefore recognized as revenue immediately upon receipt. In the event that a payment is made before it can be recognized as revenue, this amount would be included as deferred incentive fee revenue on our Condensed Consolidated Balance Sheets and recognized as income in accordance with our revenue recognition policy.

Expenses

Compensation and benefits is our largest expense and consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted stock and performance awards and (c) incentive fee compensation, which consists of carried interest and performance fee allocations. We expect to continue to experience a general rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand geographically and create new products and services.

Our compensation arrangements with our employees contain a significant bonus component driven by the results of our operations. Therefore, as our revenues, profitability and the amount of incentive fees earned by our customized separate accounts and specialized funds increase, our compensation costs rise.

Certain current and former employees participate in a carried interest program whereby approximately 25% of incentive fees from certain of our specialized funds and customized separate accounts are awarded to plan participants. We record compensation expense payable to plan participants as the incentive fees become estimable and collection is probable.

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

Other Income (Expense)

Equity in income of investees primarily represents our share of earnings from our investments in our specialized funds and certain customized separate accounts in which we have a commitment. Equity income primarily comprises our share of the net realized and unrealized gains (losses) and investment income partially offset by the expenses from these investments.

We have commitments in our specialized funds and certain customized separate accounts that invest solely in primary funds, secondary funds and direct investments, as well as those that invest across investment types. Equity in income of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases. Since our direct investment funds invest in underlying portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds. Our specialized funds and customized separate accounts invest across industries, strategies and

geographies, and therefore our investments do not include any significant concentrations in a specific sector or area outside the United States.

Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs, amortization of original issue discount and the write-off of deferred financing costs due to the repayment of previously outstanding debt.

Interest income is income earned on cash and cash equivalents.

Non-operating gain, net consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.

Other income (expense) of Consolidated Funds and Partnerships consists of earnings from funds in which consolidated general partner entities, that are not wholly-owned by us, have commitments as well as interest income, net gain on investments and interest expense on Consolidated Funds.

Income Tax Expense

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by HLA. HLA is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by HLA flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the Partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level. Accordingly, the tax liability with respect to income attributable to non-controlling interests (“NCI”) in HLA is borne by the holders of such NCI.

Non-controlling interests

NCI reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. NCI are presented as separate components in our Condensed Consolidated Statements of Income to clearly distinguish between our interests and the economic interests of third parties and employees in those entities.

Fee-Earning AUM

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 and NAV of our customized separate accounts and specialized funds depending on the fee terms. The vast majority of our customized separate accounts and specialized funds earn fees based on commitments or net invested capital, which are not affected by market appreciation or depreciation. Therefore, revenues and fee-earning AUM are not significantly affected by changes in market value.

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.

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three and nine months ended December 31, 2025 and 2024. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands)	2025		2024		2025		2024
Revenues
Management and advisory fees	$	153,177	$	126,282	$	429,000	$	386,027
Incentive fees	45,375		41,176		132,188		128,161
Consolidated Funds and Partnerships:
Incentive fees	37		803		4,239		803
Total revenues	198,589		168,261		565,427		514,991
Expenses
Compensation and benefits	77,944		61,905		224,485		195,409
General, administrative and other	34,329		30,581		96,822		86,858
Consolidated Funds and Partnerships:
General, administrative and other	310		53		1,424		202
Total expenses	112,583		92,539		322,731		282,469
Other income (expense)
Equity in income of investees	11,307		11,611		40,815		25,373
Interest expense	(3,688)		(3,866)		(11,374)		(9,517)
Interest income	2,656		2,761		8,093		4,933
Non-operating gain, net	2,613		453		3,095		11,705
Consolidated Funds and Partnerships:
Equity in income of investees	433		351		1,855		2,236
Net gain on investments	19,681		3,082		46,147		6,621

Interest income	1,042		37		1,753		145
Total other income (expense)	34,044		14,429		90,384		41,496
Income before income taxes	120,050		90,151		333,080		274,018
Income tax expense	27,253		12,696		59,609		33,555
Net income	92,797		77,455		273,471		240,463
Less: Income attributable to non-controlling interests in Partnerships	124		94		506		827
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	23,426		23,159		70,483		70,654

Less: Income attributable to non-controlling interests in Consolidated Funds	10,875		1,230		19,475		2,064
Net income attributable to Hamilton Lane Incorporated	$	58,372	$	52,972	$	183,007	$	166,918

Basic earnings per share of Class A common stock	$	1.40	$	1.33	$	4.40	$	4.20
Diluted earnings per share of Class A common stock	$	1.37	$	1.32	$	4.35	$	4.15

Revenues

The following table shows our total revenues (excluding consolidated funds and general partner entities that are not wholly-owned (“Consolidated Funds and Partnerships”)):


	Three Months Ended December 31,				Total Change		Nine Months Ended December 31,				Total Change
(in thousands)	2025		2024				2025		2024
Revenues
Management and advisory fees
Specialized funds	$	98,530	$	75,764	$	22,766	$	271,132	$	235,866	$	35,266
Customized separate accounts	36,108		33,926		2,182		106,454		102,136		4,318
Advisory	4,810		5,681		(871)		15,727		17,320		(1,593)
Reporting, monitoring, data and analytics	9,326		7,102		2,224		26,364		21,225		5,139
Distribution management	455		1,002		(547)		1,882		1,917		(35)
Fund reimbursement revenue	3,948		2,807		1,141		7,441		7,563		(122)
Total management and advisory fees	153,177		126,282		26,895		429,000		386,027		42,973
Incentive fees
Specialized funds	39,449		34,837		4,612		109,135		112,913		(3,778)
Customized separate accounts	5,926		6,339		(413)		23,053		15,248		7,805
Total incentive fees	45,375		41,176		4,199		132,188		128,161		4,027
Total revenues	$	198,552	$	167,458	$	31,094	$	561,188	$	514,188	$	47,000

Three months ended December 31, 2025 compared to three months ended December 31, 2024

Total revenues increased $31.1 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due to increases in both management and advisory fees and incentive fees.

Management and advisory fees increased $26.9 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Specialized funds revenue increased $22.8 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase of $17.9 million in revenue from our evergreen funds and increase of $4.4 million in revenue from our latest direct equity fund, which added $6.2 billion and $0.7 billion, respectively, in fee-earning AUM between periods. Revenue from our specialized funds for the three months ended December 31, 2025 included $2.8 million of retroactive fees from our latest direct equity fund. Customized separate accounts revenue increased $2.2 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Reporting, monitoring, data and analytics revenue increased $2.2 million, due primarily to increased subscriptions of our technology solutions.

Incentive fees increased $4.2 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in evergreen-related performance fees partially offset by proceeds realized on the sale of underlying investments in one of our specialized funds during the three months ended December 31, 2024.

Nine Months Ended December 31, 2025 compared to nine months ended December 31, 2024

Total revenues increased $47.0 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due to increases in both management and advisory fees and incentive fees.

Management and advisory fees increased $43.0 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Specialized funds revenue increased $35.3 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to an increase of $50.0 million in revenue from our evergreen funds and an increase of $8.2 million in revenue from our latest direct equity fund, partially offset by $20.7 million of retroactive fees from our latest secondary fund recognized during the nine months ended December 31, 2024 compared to $2.4 million from our latest direct equity fund during the nine months ended December 31, 2025. Reporting, monitoring, data and analytics revenue increased $5.1 million, due primarily to increased subscriptions of our technology solutions. Customized separate accounts revenue increased $4.3 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024 due to the addition of several new accounts, additional allocations from existing accounts, and continued investment activity.

Incentive fees increased $4.0 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to an increase in evergreen-related performance fees partially offset by proceeds realized on the sale of underlying investments in one of our specialized funds during the nine months ended December 31, 2024.

Expenses

The following table shows our expenses (excluding Consolidated Funds and Partnerships):


	Three Months Ended December 31,				Total Change		Nine Months Ended December 31,				Total Change
(in thousands)	2025		2024				2025		2024
Expenses
Compensation and benefits
Base compensation and benefits	$	60,886	$	39,633	$	21,253	$	170,133	$	143,495	$	26,638
Incentive fee compensation	4,067		10,487		(6,420)		16,172		32,233		(16,061)
Equity-based compensation	12,991		11,785		1,206		38,180		19,681		18,499
Total compensation and benefits	77,944		61,905		16,039		224,485		195,409		29,076
General, administrative and other	34,329		30,581		3,748		96,822		86,858		9,964
Total expenses	$	112,273	$	92,486	$	19,787	$	321,307	$	282,267	$	39,040

Three months ended December 31, 2025 compared to three months ended December 31, 2024

Total expenses increased $19.8 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due to increases in both compensation and benefits and general, administrative and other expenses.

Compensation and benefits expenses increased $16.0 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Base compensation and benefits increased $21.3 million for the three months ended December 31, 2025, due primarily to an increase in salary expense from additional headcount and an increase in our annual bonus plan accrual related to stronger operating performance compared to the prior year period. Equity-based compensation increased $1.2 million driven primarily by awards granted between December 31, 2024 and December 31, 2025. Incentive fee compensation decreased $6.4 million for the three months ended December 31, 2025 primarily due to a decrease in carried interest revenue compared to the prior year period.

General, administrative and other expenses increased $3.7 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in consulting and professional fees.

Nine Months Ended December 31, 2025 compared to nine months ended December 31, 2024

Total expenses increased $39.0 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due to increases in both compensation and benefits and general, administrative and other expenses.

Compensation and benefits expenses increased $29.1 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. Base compensation and benefits increased $26.6 million, due primarily to an increase in salary expense from additional headcount and an increase in our annual bonus plan accrual related to stronger operating performance compared to the prior year period. Equity-based compensation increased $18.5 million for the nine months ended December 31, 2025, driven primarily by awards granted in the prior fiscal year ended March 31, 2025. Incentive fee compensation decreased $16.1 million for the nine months ended December 31, 2025 due to a decrease in carried interest revenue compared to the prior year period.

General, administrative and other expenses increased $10.0 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. This change consisted primarily of a $5.3 million increase in consulting and professional fees, a $2.8 million increase in third-party commissions

primarily attributed to the increase in gross subscriptions to our evergreen funds, and a $1.1 million increase in technology-related expenses.

Other Income (Expense)

The following table shows our total other income (expense) (excluding Consolidated Funds and Partnerships):


	Three Months Ended December 31,				Total Change		Nine Months Ended December 31,				Total Change
(in thousands)	2025		2024				2025		2024
Other income (expense)
Equity in income of investees
Primary funds	$	776	$	439	$	337	$	2,864	$	528	$	2,336
Direct investment funds	1,672		2,425		(753)		6,172		5,911		261
Secondary funds	1,171		818		353		6,734		1,761		4,973
Customized separate accounts	3,601		2,507		1,094		10,572		7,261		3,311
Evergreen funds	4,087		5,823		(1,736)		14,859		10,804		4,055
Other equity method investments	—		(401)		401		(386)		(892)		506
Total equity in income of investees	11,307		11,611		(304)		40,815		25,373		15,442
Interest expense	(3,688)		(3,866)		178		(11,374)		(9,517)		(1,857)
Interest income	2,656		2,761		(105)		8,093		4,933		3,160
Non-operating gain, net	2,613		453		2,160		3,095		11,705		(8,610)
Total other income (expense)	$	12,888	$	10,959	$	1,929	$	40,629	$	32,494	$	8,135

Three months ended December 31, 2025 compared to three months ended December 31, 2024

Other income (expense) increased $1.9 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in non-operating gain, net, partially offset by a decrease in equity income of investees.

Non-operating gain, net increased $2.2 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 due primarily to a decrease in our liability under the tax receivable agreement.

Equity in income of investees decreased $0.3 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 due primarily to smaller increases in investment valuations.

Nine Months Ended December 31, 2025 compared to nine months ended December 31, 2024

Other income (expense) increased $8.1 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to an increase in equity in income of investees, partially offset by a decrease in non-operating gain, net.

Equity in income of investees increased $15.4 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to larger increases in investment valuations.

Non-operating gain, net decreased $8.6 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to a decrease in our liability under the tax receivable agreement, offset by gains on our technology investments during the nine months ended December 31, 2024.

Consolidated Funds and Partnerships

The following table shows the results of operations of Consolidated Funds and Partnerships:


	Three Months Ended December 31,				Total Change		Nine Months Ended December 31,				Total Change
(in thousands)	2025		2024				2025		2024
Revenue
Incentive fees	$	37	$	803	$	(766)	$	4,239	$	803	$	3,436

Expenses
General, administrative and other	$	310	$	53	$	257	$	1,424	$	202	$	1,222

Other income (expense)
Equity in income of investees	$	433	$	351	$	82	$	1,855	$	2,236	$	(381)
Net gain on investments	19,681		3,082		16,599		46,147		6,621		39,526

Interest income	1,042		37		1,005		1,753		145		1,608
Total other income (expense)	$	21,156	$	3,470	$	17,686	$	49,755	$	9,002	$	40,753

Three months ended December 31, 2025 compared to three months ended December 31, 2024

Incentive fees decreased $0.8 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due to decreased carried interest from our specialized funds.

Other income (expense) of Consolidated Funds and Partnerships increased $17.7 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to increased investment activity of Funds consolidated between periods.

Nine Months Ended December 31, 2025 compared to nine months ended December 31, 2024

Incentive fees increased $3.4 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due to increased carried interest from our specialized funds.

Other income (expense) of Consolidated Funds and Partnerships increased $40.8 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to increased investment activity of Funds consolidated between periods.

Income Tax Expense

Our effective tax rate was 22.7% and 14.1% for the three months ended December 31, 2025 and 2024, respectively, and 17.9% and 12.3% for the nine months ended December 31, 2025 and 2024, respectively. These rates were different from the statutory tax rates due to the portion of income allocated to NCI, change in valuation allowance recorded against deferred tax assets and discrete tax adjustments to true-up prior fiscal year estimated investment taxable income to actual investment taxable income reported to us after the prior fiscal year end. The effective tax rates for the three and nine months ended December 31, 2025 were higher than the effective tax rates for the three and nine months ended December 31, 2024 due primarily to an increase in valuation allowances against deferred tax assets recorded at December 31, 2025.

Non-Controlling Interests

The following table shows income attributable to NCI:


	Three Months Ended December 31,				Total Change		Nine Months Ended December 31,				Total Change
(in thousands)	2025		2024				2025		2024
Income attributable to non-controlling interests in Partnerships	$	124	$	94	$	30	$	506	$	827	$	(321)
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	23,426		23,159		267		70,483		70,654		(171)

Income attributable to non-controlling interests in consolidated Funds	10,875		1,230		9,645		19,475		2,064		17,411
	$	34,425	$	24,483	$	9,942	$	90,464	$	73,545	$	16,919

Three months ended December 31, 2025 compared to three months ended December 31, 2024

Net income attributable to NCI increased by $9.9 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in overall net income during the period.

Net income attributable to NCI in consolidated Funds increased $9.6 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The increase was due primarily to gains on investments held by Funds consolidated between periods and increased NCI ownership driven by increased subscriptions in the consolidated Funds by NCI holders.

Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. remained mostly unchanged for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. between periods, partially offset by an overall increase in net income.

Nine Months Ended December 31, 2025 compared to nine months ended December 31, 2024

Net income attributable to NCI increased by $16.9 million for the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024, due primarily to an increase in overall net income during the period.

Net income attributable to NCI in consolidated Funds increased by $17.4 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. The increase was due primarily to gains on investments held by Funds consolidated between periods and increased NCI ownership driven by increased subscriptions in the consolidated Funds by NCI holders.

Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. remained mostly unchanged for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, due primarily to a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. during the period, partially offset by an overall increase in net income.

Fee-Earning AUM

The following table provides the period to period roll-forward of our fee-earning AUM.


	Three Months Ended December 31, 2025						Nine Months Ended December 31, 2025
(in millions)
	Customized Separate Accounts		Specialized Funds		Total		Customized Separate Accounts		Specialized Funds		Total
Balance, beginning of period	$	40,797	$	35,622	$	76,419	$	39,343	$	32,704	$	72,047
Contributions (1)	1,345		2,655		4,000		4,262		6,078		10,340
Distributions (2)	(1,084)		(784)		(1,868)		(2,887)		(2,008)		(4,895)
Foreign exchange, market value and other (3)	19		572		591		359		1,291		1,650
Balance, end of period	$	41,077	$	38,065	$	79,142	$	41,077	$	38,065	$	79,142

(1)Contributions represent (i) new commitments from customized separate accounts and specialized funds that earn fees on a committed capital fee base and (ii) capital contributions to underlying investments from customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base.

(2)Distributions represent (i) returns of capital in customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base, (ii) reductions in fee-earning AUM from separate accounts and specialized funds that moved from a committed capital to net invested capital fee base and (iii) reductions in fee-earning AUM from customized separate accounts and specialized funds that are no longer earning fees.

(3)Foreign exchange, market value and other consists primarily of (i) the impact of foreign exchange rate fluctuations for customized separate accounts and specialized funds that earn fees on non-U.S. dollar denominated commitments and (ii) market value appreciation (depreciation) from customized separate accounts and specialized funds that earn fees on a NAV fee base.

Three months ended December 31, 2025

Fee-earning AUM increased $2.7 billion during the three months ended December 31, 2025, due primarily to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM increased $0.3 billion for the three months ended December 31, 2025. Customized separate accounts contributions were $1.3 billion for the three months ended December 31, 2025, due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Distributions were $1.1 billion for the three months ended December 31, 2025, due primarily to $0.6 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.3 billion from accounts moving from a committed to net invested capital fee base, and $0.2 billion from accounts reaching the end of their fund term.

Specialized funds fee-earning AUM increased $2.4 billion for the three months ended December 31, 2025. Specialized fund contributions were $2.7 billion for the three months ended December 31, 2025, due primarily to $2.0 billion from our evergreen funds. Distributions were $0.8 billion for the three months ended December 31, 2025, due primarily to $0.7 billion from returns of capital and redemptions in funds earning fees on a net invested capital or NAV fee base.

Nine Months Ended December 31, 2025

Fee-earning AUM increased $7.1 billion during the nine months ended December 31, 2025, due primarily to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM increased $1.7 billion for the nine months ended December 31, 2025. Customized separate accounts contributions were $4.3 billion for the nine months ended December 31, 2025, due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Distributions were $2.9 billion for the nine months ended December 31, 2025,

due primarily to $1.5 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.7 billion from accounts moving from a committed to net invested capital fee base and $0.7 billion from accounts reaching the end of their fund term.

Specialized funds fee-earning AUM increased $5.4 billion for the nine months ended December 31, 2025. Specialized fund contributions were $6.1 billion for the nine months ended December 31, 2025, due primarily to $4.6 billion from our evergreen funds. Distributions were $2.0 billion for the nine months ended December 31, 2025 due primarily to $1.6 billion from returns of capital and redemptions in funds earning fees on a net invested capital or NAV fee base and $0.4 billion from accounts reaching the end of their fund term.

Non-GAAP Financial Measures

Below is a description of our unaudited non-GAAP financial measures. These are not measures of financial performance under GAAP and should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below. These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

Fee Related Earnings

Fee Related Earnings (“FRE”) is used to highlight earnings from revenues that are measured and received on a recurring basis. FRE represents net income excluding (a) incentive fees, net of fee related performance revenues, and related compensation, (b) equity-based compensation, (c) interest income and expense, (d) income tax expense, (e) equity in income of investees, (f) non-operating gain, net and (g) certain other significant items that we believe are not indicative of our core performance. We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business. FRE is presented before income taxes.

Fee related performance revenues (“FRPR”) are incentive fees expected to be measured and received from certain of our funds on a recurring basis and are not dependent on realization events of the fund’s underlying investments. FRPR includes incentive fees earned from consolidated Funds that are eliminated under GAAP. We believe FRPR is useful to investors because it provides additional insight into our recurring revenues.

Beginning in the fourth quarter of fiscal 2025, we modified our definition of FRE to exclude equity-based compensation and include FRPR. Equity-based compensation is non-cash compensation provided to retain employees and align employee and stockholder interest. It is not directly correlated with our operating results. Fee related performance revenues are expected to be received on a recurring basis depending upon performance of certain funds that pay incentive fees on a high-water mark basis. We believe that reporting non-GAAP results inclusive of these changes provides a supplemental view of our ongoing performance that is useful and relevant to our investors. As a result of the change, prior period amounts have been recast to reflect the updated presentation.

Adjusted EBITDA

Adjusted EBITDA is an internal measure of profitability. We believe Adjusted EBITDA is useful to investors because it enables them to better evaluate the performance of our core business across reporting periods. Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt, (b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense, (e) non-operating gain, net and (f) certain other significant items that we believe are not indicative of our core performance. Adjusted EBITDA also includes FRPR related to consolidated Funds and management fees related to consolidated Funds.

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to FRE and Adjusted EBITDA for the three and nine months ended December 31, 2025 and 2024:


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands)	2025		2024		2025		2024
Net income attributable to Hamilton Lane Incorporated	$	58,372	$	52,972	$	183,007	$	166,918
Income attributable to non-controlling interests in Partnerships	124		94		506		827
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	23,426		23,159		70,483		70,654

Income attributable to non-controlling interests in Consolidated Funds	10,875		1,230		19,475		2,064
Incentive fees	(45,412)		(41,979)		(136,427)		(128,964)
Incentive fee related compensation (1)	7,726		19,926		30,728		60,661
Fee related performance revenues	31,947		—		77,682		1,228
Equity-based compensation	12,992		11,785		38,180		19,681
Consolidated Funds related general, administrative and other expenses	298		54		1,389		203
Management fees related to Consolidated Funds	270		—		327		—
Non-operating income related compensation	—		507		—		784
Income tax expense	27,253		12,696		59,609		33,555
Other income (expense)	(34,044)		(14,429)		(90,384)		(41,496)
Fee Related Earnings	$	93,827	$	66,015	$	254,575	$	186,115
Depreciation and amortization	2,429		2,385		7,475		7,065
Incentive fees	45,412		41,979		136,427		128,964
Incentive fees attributable to non-controlling interests	—		(29)		(179)		(29)
Incentive fee related compensation (1)	(7,726)		(19,926)		(30,728)		(60,661)
Fee related performance revenues	(31,947)		—		(77,682)		(1,228)
Non-operating income related compensation	—		(507)		—		(784)
Fee related performance revenues related to Consolidated Funds	2,801		—		6,126		—
Interest income	2,656		2,761		8,093		4,933
Adjusted EBITDA	$	107,452	$	92,678	$	304,107	$	264,375

(1) Incentive fee related compensation includes incentive fee compensation expense and bonus related to carried interest that is classified as base compensation.

Non-GAAP Earnings Per Share

Non-GAAP earnings per share (“EPS”) measures our per-share earnings excluding certain significant items that we believe are not indicative of our core performance and assuming all Class B and Class C units in HLA were exchanged for Class A common stock in HLI. Non-GAAP EPS is calculated as adjusted net income divided by adjusted shares outstanding. Adjusted net income is income before taxes fully taxed at our estimated statutory tax rate and excludes any impact of changes in carrying amount of our redeemable NCI. Adjusted shares outstanding for the three and nine months ended December 31, 2025 and 2024 are equal to weighted-average shares of Class A common stock outstanding - diluted. We believe adjusted net income and non-GAAP EPS are useful to investors because they enable them to better evaluate total and per-share operating performance across reporting periods.

The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated for the three and nine months ended December 31, 2025 and 2024:


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands, except share and per-share amounts)	2025		2024		2025		2024
Net income attributable to Hamilton Lane Incorporated	$	58,372	$	52,972	$	183,007	$	166,918
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	23,426		23,159		70,483		70,654
Income tax expense	27,253		12,696		59,609		33,555
Adjusted pre-tax net income	109,051		88,827		313,099		271,127
Adjusted income taxes (1)	(24,593)		(20,785)		(72,952)		(63,444)
Adjusted net income	$	84,458	$	68,042	$	240,147	$	207,683



Adjusted shares outstanding	54,463,537		54,453,665		54,479,897		54,368,078

Hamilton Lane INC 10-Q