Carl Drew Thomas 4

What Happened

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

Key Details

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

Context

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