Hamilton Lane INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantý

Filed by a Party other than the Registrant¨

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

110 Washington Street

Suite 1300

Conshohocken, PA 19428

Telephone: (610) 934-2222

July 25, 2024

Fellow Stockholders:

You are cordially invited to attend the Hamilton Lane Incorporated 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held via live audio webcast on Thursday, September 5, 2024 at 9:30 a.m. (Eastern Time).

All Hamilton Lane Incorporated stockholders of record at the close of business on July 10, 2024 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail or over the Internet.

We have determined that it is in the best interest of Hamilton Lane and its stockholders to hold the Annual Meeting “virtually” via live audio webcast. The virtual Annual Meeting affords our stockholders the same rights and opportunities as an in-person meeting, while allowing them to attend the meeting regardless of their geographic location or other circumstances that could limit their ability to attend an in-person meeting. You will be able to attend and participate in the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/HLNE2024 at the meeting date and time described above and in the accompanying proxy statement and by entering the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, your proxy card (printed in the box and marked by the arrow) or the instructions that accompanied your proxy materials. You will have the ability to submit questions during the meeting via the meeting website. There is no physical location for the Annual Meeting.

Along with the other members of your board of directors, we look forward to greeting those stockholders who attend this year’s meeting and would like to express our appreciation for your continued interest in the business of Hamilton Lane.

Hamilton Lane Incorporated

110 Washington Street, Suite 1300

Conshohocken, PA 19428

Notice of Annual Meeting of Stockholders

Date: Thursday, September 5, 2024

Time: 9:30 a.m. Eastern Time

Place: Online via live audio webcast atwww.virtualshareholdermeeting.com/HLNE2024

The principal business of the Annual Meeting will be to:

1. Elect three Class II directors for a three-year term;

2. Conduct an advisory vote to approve the compensation of our named executive officers;

3. Approve the Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan;

4. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025; and

5. Transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

You can vote at the Annual Meeting electronically or by proxy if you were a stockholder of record at the close of business on July 10, 2024. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 10:30 a.m. Eastern Time on the date and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on our website atwww.hamiltonlane.com under “Shareholders”.

By Order of the Board of Directors,

/s/ Lydia A. Gavalis

Lydia A. GavalisGeneral Counsel and Secretary

Conshohocken, PA

July 25, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 5, 2024: The Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report to Stockholders are available electronically at www.proxyvote.com

PROXY STATEMENT

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