Hamilton Lane INC

Previous wording

•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 $95.1 billion of our assets under management (“AUM”) as of September 30, 2024.

Current wording

•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 $96.4 billion of our assets under management (“AUM”) as of December 31, 2024.

Previous wording

•Specialized Funds: We organize, invest and manage 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 $36.2 billion of our AUM as of September 30, 2024.

Current wording

•Specialized Funds: We organize, invest and manage 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 $38.3 billion of our AUM as of December 31, 2024.

Previous wording

•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 $816.1 billion of assets under advisement (“AUA”) as of September 30, 2024.

Current wording

•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 $821.2 billion of assets under advisement (“AUA”) as of December 31, 2024.

Previous wording

On October 7, 2024, we amended our existing Term Loan Agreement, Revolving Loan and Security Agreement, 2020 Multi-Draw Term Loan Agreement and 2022 Multi-Draw Term Loan Agreement (collectively, the “Loan Agreements”). The amendments included naming JP Morgan Chase Bank, N.A. as the successor-in-interest to First Republic Bank, updating the maturity dates for the Loan Agreements and allowing for incurring additional indebtedness.

Current wording

On October 7, 2024, we amended our existing Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”), 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan Agreement”), and 2022 Multi-Draw Term Loan and Security Agreement (as amended, the “2022 Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement, Revolving Loan Agreement and 2020 Multi-Draw Term Loan Agreement, the “Loan Agreements”). The amendments included naming JP Morgan Chase Bank, N.A. as the successor-in-interest to First Republic Bank, updating the maturity dates for the Loan Agreements and allowing for the incurrence of additional indebtedness.

Previous wording

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 general partner 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.

Current wording

Equity in income (loss) 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 general partner 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.

Previous wording

The following is a discussion of our consolidated results of operations for the three and six months ended September 30, 2024 and 2023. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

Current wording

The following is a discussion of our consolidated results of operations for the three and nine months ended December 31, 2024 and 2023. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

Previous wording

Specialized funds revenue increased $7.9 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, due primarily to an increase of $12.1 million in revenue from our evergreen funds, which added $3.6 billion in fee-earning AUM between periods. The increase was partially offset by a net decrease of $1.3 million in revenue from our latest secondary fund compared to the three months ended September 30, 2023 due to $6.1 million of retroactive fees in the prior year period. Retroactive fees are management fees earned in the current period from investors that commit to a specialized fund towards the end of the fundraising period and are required to pay a catch-up management fee as if they had committed to the fund at the first closing in a prior period.

Current wording

Specialized funds revenue increased $10.9 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, primarily due to an increase in revenue from our evergreen funds of $14.3 million, which added $3.8 billion in fee-earning AUM between periods, partially offset by a decrease from our secondary funds due to $6.1 million in retroactive fees from our latest secondary fund in the prior year period. 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 in a prior period.

Previous wording

Customized separate accounts revenue increased $4.5 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023 due to the addition of several new accounts, additional allocations from existing accounts, and continued investment activity.

Current wording

Customized separate accounts revenue increased $1.0 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 due to additional allocations from existing accounts and continued investment activity.

Previous wording

Total revenues increased $23.1 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, due to increases in both management and advisory fees and incentive fees.

Current wording

Total revenues increased $137.0 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023, due to increases in both management and advisory fees and incentive fees.

Previous wording

Specialized funds revenue increased $40.0 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023, due primarily to an increase of $23.4 million in revenue from our evergreen funds and an increase of $22.1 million in revenue from our latest secondary fund, which added $3.6 billion and $2.5 billion, respectively, in fee-earning AUM between periods. Revenue from our latest secondary fund included $20.7 million in retroactive fees for the six months ended September 30, 2024 compared to $8.8 million in retroactive fees for the six months ended September 30, 2023.

Current wording

Specialized funds revenue increased $50.9 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023, primarily due to a $37.7 million increase in revenue from our evergreen funds and a $20.3 million increase from our latest secondary fund, which added $3.8 billion and $2.0 billion, respectively, in fee-earning AUM between periods. Revenue from our latest secondary fund included $20.7 million in retroactive fees for the nine months ended December 31, 2024 compared to $12.8 million for the nine months ended December 31, 2023. Revenue was partially offset by a decrease of $5.8 million from contractual step downs on prior secondary funds.

Previous wording

Customized separate accounts revenue increased $2.7 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to the addition of several new accounts, additional allocations from existing accounts, and continued investment activity.

Current wording

Customized separate accounts revenue increased $5.4 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023 due to the addition of several new accounts, additional allocations from existing accounts, and continued investment activity.

Previous wording

Incentive fees increased $49.7 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023, due primarily to an increase in incentive fees from the increased tax-related portion of carried interest distributions in the current period and the proceeds realized on the sale of an underlying investment in one of our specialized funds that has an American waterfall.

Current wording

Incentive fees increased $79.2 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023, primarily due to an increase in incentive fees from the increased tax-related portion of carried interest distributions in the current period and the proceeds realized on the sales of underlying investments in one of our specialized funds.

Previous wording

Total expenses increased $11.9 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, due to increases in both compensation and benefits expenses and general, administrative and other expenses.

Current wording

Total expenses increased $18.6 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, due to increases in both compensation and benefits and general, administrative and other expenses.

Previous wording

Compensation and benefits expenses increased $9.1 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Base compensation and benefits increased $4.5 million for the three months ended September 30, 2024, due primarily to an increase in salary expense from additional headcount compared to the prior year period. Incentive fee compensation increased $3.1 million for the three months ended September 30, 2024 due to an increase in incentive fee revenue earned compared to the prior year period. Equity-based compensation increased $1.6 million driven primarily by the awards granted between September 30, 2023 and September 30, 2024.

Current wording

Compensation and benefits expenses increased $12.2 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. This change consisted primarily of increases in incentive fee compensation and equity-based compensation, partially offset by a decrease in base compensation and benefits. Equity-based compensation increased $8.5 million driven primarily by the Performance Awards granted during the current fiscal year. Incentive fee compensation increased $7.6 million for the three months ended December 31, 2024 due to an increase in incentive fee revenue earned compared to the prior year period. Base compensation and benefits decreased $3.9 million for the three months ended December 31, 2024, due primarily to a decrease in our discretionary bonus plan accrual, partially offset by increases in headcount and increased incentive fees.

Previous wording

General, administrative and other expenses increased $2.7 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change consisted primarily of an increase of $1.5 million in fund reimbursement expense attributed to the timing of newly created funds and an increase of $0.8 million in consulting and professional fees.

Current wording

General, administrative and other expenses increased $6.4 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. This change consisted primarily of an increase of $1.6 million in third-party commissions due primarily to the increase in gross subscriptions to our evergreen funds, an increase of $1.4 million of currency translation expense and an increase of $1.2 million in fund reimbursement expense attributed to the timing of newly created funds.

Previous wording

Total expenses increased $49.0 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023, due to increases in both compensation and benefits expenses and general, administrative and other expenses.

Current wording

Total expenses increased $67.6 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023, due to increases in both compensation and benefits and general, administrative and other expenses.

Previous wording

Compensation and benefits expenses increased $43.5 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023. Base compensation and benefits increased $29.1 million, due primarily to increases in headcount, an increase in our annual bonus plan accrual related to stronger operating performance and increased incentive fees compared to the prior year period. Incentive fee compensation increased $12.4 million for the six months ended September 30, 2024, due to an increase in incentive fee revenue compared to the prior year period. Equity-based compensation increased $1.9 million for the six months ended September 30, 2024, driven primarily by the awards granted between September 30, 2023 and September 30, 2024.

Current wording

Compensation and benefits expenses increased $55.7 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. This change consisted of increases in base compensation and benefits, incentive fee compensation and equity-based compensation. Base compensation and benefits increased $25.2 million, due primarily to increases in headcount and increased incentive fees. Incentive fee compensation increased $20.0 million for the nine months ended December 31, 2024, due to an increase in incentive fee revenue compared to the prior year period. Equity-based compensation increased $10.5 million for the nine months ended December 31, 2024, driven primarily by the awards granted between December 31, 2023 and December 31, 2024.

Previous wording

General, administrative and other expenses increased $5.5 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023. This change consisted primarily of an increase of $1.4 million in consulting and professional fees, an increase of $1.3 million in fund reimbursement expense attributed to the timing of newly created funds and an increase of $1.2 million in third-party commissions primarily attributed to the increase in gross subscriptions to our evergreen funds.

Current wording

General, administrative and other expenses increased $12.0 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. This change consisted primarily of an increase of $2.8 million in third-party commissions primarily attributed to the increase in gross subscriptions to our evergreen funds, an increase of $2.5 million in fund reimbursement expense attributed to the timing of newly created funds, an increase of $1.3 million in consulting and professional fees and an increase of $1.1 million in conference and travel expenses.

Previous wording

Other income (expense) increased $1.1 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, due primarily to an increase in non-operating gain (loss), partially offset by a decrease in equity in income of investees.

Current wording

Other income (expense) increased $12.3 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, due primarily to an increase in equity in income (loss) of investees.

Previous wording

Equity in income of investees decreased $1.9 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This was due primarily to smaller increases in investment valuations during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Current wording

Equity in income (loss) of investees increased $11.7 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. This was due primarily to relatively larger increases in investment valuations during the three months ended December 31, 2024 compared to the three months ended December 31, 2023.

Previous wording

Other income (expense) increased $6.0 million, for the six months ended September 30, 2024 compared to the six months ended September 30, 2023, due primarily to an increase in non-operating gain (loss), partially offset by a decrease in equity in income of investees.

Current wording

Other income (expense) increased $18.3 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023, due primarily to increases in non-operating gain (loss) and equity in income (loss) of investees.

Previous wording

Non-operating gain (loss) increased $12.2 million for the six months ended September 30, 2024 compared to the six months ended September 30, 2023, due primarily to the recognition of $10.4 million in gains compared to $0.9 million in losses on our technology investments in the prior year period.

Current wording

Non-operating gain (loss) increased $12.7 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023, due primarily to recognition of gains on our technology investments compared to a loss in the prior year.

Previous wording

Our effective tax rate was 1.5% and 2.8% for the three months ended September 30, 2024 and 2023, respectively, and 11.3% and 13.6% for the six months ended September 30, 2024 and 2023, 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 recorded in the periods. The effective tax rate for the three and six months ended September 30, 2024 was lower than the effective tax rate for the three and six months ended September 30, 2023 due primarily to a reduction in valuation allowance against deferred tax assets at September 30, 2024.

Current wording

Our effective tax rate was 14.1% and 31.4% for the three months ended December 31, 2024 and 2023, respectively, and 12.3% and 18.5% for the nine months ended December 31, 2024 and 2023, 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 recorded in the periods. The effective tax rates for the three and nine months ended December 31, 2024 were lower than the effective tax rates for the three and nine months ended December 31, 2023 due primarily to a reduction in valuation allowance against deferred tax assets at December 31, 2024.

Previous wording

Net income attributable to NCI decreased by $1.6 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease was driven primarily by NCI in consolidated funds decreasing by $3.1 million, due to a previously consolidated credit fund for which NCI holders held a larger economic ownership in the period ended September 30, 2023, compared to the funds consolidated during the period ended September 30, 2024. NCI in Hamilton Lane Advisors, L.L.C. increased by $1.2 million due to an overall increase in net income, partially offset by a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. between periods.

Current wording

Net income attributable to NCI increased by $9.5 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, due primarily to increases in overall net income. Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. increased $8.2 million due to an overall increase in net income, partially offset by a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. between periods. Net income attributable to NCI in consolidated funds increased $1.2 million due to gains on assets during the period held by consolidated funds.

Previous wording

Net income attributable to NCI increased by $6.2 million for the six months ended September 30, 2024, compared to the six months ended September 30, 2023. The increase was driven primarily by NCI in Hamilton Lane Advisors, L.L.C. increasing by $9.7 million due to an overall increase in net income, partially offset by a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. between periods. NCI in consolidated funds decreased by $4.1 million, driven primarily by the deconsolidation of a fund for which NCI holders held a larger economic ownership during the period ended September 30, 2023, compared to the funds consolidated during the period ended September 30, 2024.

Current wording

Net income attributable to NCI increased by $15.7 million for the nine months ended December 31, 2024, compared to the nine months ended December 31, 2023, due primarily to increases in overall net income. Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. increased by $17.9 million due primarily to an overall increase in net income, partially offset by a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. between periods. Net income attributable to NCI in consolidated funds decreased by $2.9 million driven primarily by the deconsolidation of a fund for which non-controlling interest holders held a larger economic ownership during the period ended December 31, 2023, compared to the funds consolidated during the period ended December 31, 2024.

Previous wording

Fee-earning AUM increased $2.0 billion during the three months ended September 30, 2024, due primarily to contributions from customized separate accounts and specialized funds.

Current wording

Fee-earning AUM increased $1.3 billion during the three months ended December 31, 2024, due primarily to contributions from customized separate accounts and specialized funds.

Previous wording

Customized separate accounts fee-earning AUM increased $1.8 billion for the six months ended September 30, 2024. Customized separate accounts contributions were $3.3 billion for the six months ended September 30, 2024, due primarily to new allocations from existing clients and the addition of new clients. Distributions were $1.5 billion for the six months ended September 30, 2024, due primarily to $0.7 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.6 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.

Current wording

Customized separate accounts fee-earning AUM increased $0.4 billion for the three months ended December 31, 2024. Customized separate accounts contributions were $1.4 billion for the three months ended December 31, 2024, due primarily to new allocations from existing clients and the addition of new clients. Distributions were $1.1 billion for the three months ended December 31, 2024, due primarily to $0.5 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.5 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.

Previous wording

Specialized funds fee-earning AUM increased $0.9 billion for the three months ended September 30, 2024. Specialized fund contributions were $1.4 billion for the three months ended September 30, 2024, due primarily to $0.9 billion from our evergreen funds. Distributions were $0.8 billion for the three months ended September 30, 2024, due primarily to returns of capital in funds earning fees on a net invested capital or NAV fee base.

Current wording

Specialized funds fee-earning AUM increased $0.8 billion for the three months ended December 31, 2024. Specialized fund contributions were $1.5 billion for the three months ended December 31, 2024, due primarily to $1.0 billion from our evergreen funds. Distributions were $0.7 billion for the three months ended December 31, 2024, due primarily to $0.5 billion from returns of capital and redemptions in funds earning fees on a net invested capital or NAV fee base and $0.2 billion from accounts reaching the end of their fund term.

Previous wording

Fee-earning AUM increased $4.0 billion during the six months ended September 30, 2024, due primarily to contributions from customized separate accounts and specialized funds.

Current wording

Fee-earning AUM increased $5.2 billion during the nine months ended December 31, 2024, due primarily to contributions from customized separate accounts and specialized funds.

Previous wording

Customized separate accounts fee-earning AUM increased $1.2 billion for the three months ended September 30, 2024. Customized separate accounts contributions were $1.7 billion for the three months ended September 30, 2024, due primarily to new allocations from existing clients and the addition of new clients. Distributions were $0.5 billion for the three months ended September 30, 2024, due primarily to $0.4 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base and $0.1 billion from accounts moving from a committed to net invested capital fee base.

Current wording

Customized separate accounts fee-earning AUM increased $2.2 billion for the nine months ended December 31, 2024. Customized separate accounts contributions were $4.7 billion for the nine months ended December 31, 2024, due primarily to new allocations from existing clients and the addition of new clients. Distributions were $2.7 billion for the nine months ended December 31, 2024, due primarily to $1.2 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $1.0 billion from accounts moving from a committed to net invested capital fee base, and $0.5 billion from accounts reaching the end of their fund term.

Previous wording

Specialized funds fee-earning AUM increased $2.2 billion for the six months ended September 30, 2024. Specialized fund contributions were $4.0 billion for the six months ended September 30, 2024, due primarily to $2.0 billion from our evergreen funds and $1.2 billion from our latest secondary fund. Distributions were $2.1 billion for the six months ended September 30, 2024 due primarily to $1.1 billion from returns of capital in funds earning fees on a net invested capital or NAV fee base and $0.9 billion from accounts reaching the end of their fund term.

Current wording

Specialized funds fee-earning AUM increased $3.0 billion for the nine months ended December 31, 2024. Specialized fund contributions were $5.5 billion for the nine months ended December 31, 2024, due primarily to $3.0 billion from our evergreen funds and $1.2 billion from our latest secondary fund. Distributions were $2.8 billion for the nine months ended December 31, 2024 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 $1.1 billion from accounts reaching the end of their fund term.

Previous wording

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to FRE and Adjusted EBITDA for the three and six months ended September 30, 2024 and 2023:

Current wording

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, 2024 and 2023:

Previous wording

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 six months ended September 30, 2024 and 2023 are equal to weighted-average shares of Class A common stock outstanding - diluted. We believe adjusted net income and non-GAAP earnings per share are useful to investors because they enable them to better evaluate total and per-share operating performance across reporting periods.

Current wording

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, 2024 and 2023 are equal to weighted-average shares of Class A common stock outstanding - diluted. We believe adjusted net income and non-GAAP earnings per share are useful to investors because they enable them to better evaluate total and per-share operating performance across reporting periods.

Previous wording

The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated for the three and six months ended September 30, 2024 and 2023:

Current wording

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, 2024 and 2023:

Previous wording

(1) Represents corporate income taxes at our estimated statutory tax rate of 23.4% and 23.6% for the three and six months ended September 30, 2024 and 2023, respectively, applied to adjusted pre-tax net income. The 23.4% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.4%. The 23.6% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.6%.

Current wording

(1) Represents corporate income taxes at our estimated statutory tax rate of 23.4% and 23.6% for the three and nine months ended December 31, 2024 and 2023, respectively, applied to adjusted pre-tax net income. The 23.4% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.4%. The 23.6% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.6%.

Previous wording

The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS HY II”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”) basis. We believe these indices are commonly used by private markets and credit investors to evaluate performance. The PME calculation methodology allows private markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called and distributed from the underlying fund managers. The S&P 500 Index is a total return capitalization-weighted index that measures the performance of 500 U.S. large cap stocks. The MSCI World Index is a free float-adjusted market capitalization-weighted index of over 1,600 world stocks that is designed to measure the equity market performance of developed markets. The

Current wording

The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS HY II”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”) basis. We believe these indices are commonly used by private markets and credit investors to evaluate performance. The PME calculation methodology allows private markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called and distributed from the underlying fund managers. The S&P 500 Index is a total return capitalization-weighted index that measures the performance of 500 U.S. large cap stocks. The MSCI World Index is a free float-adjusted market capitalization-weighted index of over

Previous wording

CS HY II Index, formerly known as the DLJ High Yield Index, is designed to mirror the investable universe of the U.S. dollar denominated high yield debt market. Prices for the CS HY II Index are available on a weekly basis. The CS LL Index is an index designed to mirror the investable universe of the U.S. dollar denominated leveraged loan market. Loans must be rated 5B or lower and the index frequency is monthly.

Current wording

1,600 world stocks that is designed to measure the equity market performance of developed markets. The CS HY II Index, formerly known as the DLJ High Yield Index, is designed to mirror the investable universe of the U.S. dollar denominated high yield debt market. Prices for the CS HY II Index are available on a weekly basis. The CS LL Index is an index designed to mirror the investable universe of the U.S. dollar denominated leveraged loan market. Loans must be rated 5B or lower and the index frequency is monthly.

Previous wording

We have managed our historical liquidity and capital requirements primarily through the receipt of management and advisory fee revenues. Our primary cash flow activities involve: (1) generating cash flow from operations, which largely includes management and advisory fees; (2) realizations generated from our investment activities; (3) funding capital commitments that we have made to certain of our specialized funds and customized separate accounts; (4) making dividend payments to our stockholders and distributions to holders of HLA units; and (5) borrowings, interest payments and repayments under our outstanding debt. As of September 30, 2024 and March 31, 2024, our cash and cash equivalents were $193.8 million and $114.6 million, respectively.

Current wording

We have managed our historical liquidity and capital requirements primarily through the receipt of management and advisory fee revenues. Our primary cash flow activities involve: (1) generating cash flow from operations, which largely includes management and advisory fees; (2) realizations generated from our investment activities; (3) funding capital commitments that we have made to certain of our specialized funds and customized separate accounts; (4) making dividend payments to our stockholders and distributions to holders of HLA units; and (5) borrowings, interest payments and repayments under our outstanding debt. As of December 31, 2024 and March 31, 2024, our cash and cash equivalents were $285.6 million and $114.6 million, respectively.

Previous wording

On October 8, 2024, HLA issued the Notes pursuant to a note purchase agreement (the “Note Purchase Agreement”) dated as of October 8, 2024, among HLA and the institutional purchasers party thereto in a private placement transaction. Interest on the Notes is payable semi-annually in arrears, commencing on April 15, 2025. Interest on the Notes accrues from and including October 8, 2024. The Notes will mature on October 15, 2029.

Current wording

On October 8, 2024, HLA issued the Notes pursuant to a note purchase agreement (the “Note Purchase Agreement”) among HLA and the institutional purchasers party thereto in a private placement transaction. Interest on the Notes is payable semi-annually in arrears, commencing on April 15, 2025. Interest on the Notes accrues from and including October 8, 2024. The Notes will mature on October 15, 2029.

Previous wording

We maintain a Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”), a 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan Agreement”) and a 2022 Multi-Draw Term Loan and Security Agreement (the “2022 Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement, Revolving Loan Agreement and 2020 Multi-Draw Term Loan Agreement, the “Loan Agreements”) with JPMorgan Chase Bank, N.A. (“JPMorgan”). On October 7, 2024, HLA and JPMorgan amended each of the Loan Agreements in connection with HLA’s entry into the Note Purchase Agreement. The amendments included naming JP Morgan Chase Bank, N.A. as the successor-in-interest to First Republic Bank, updating the maturity dates for the Loan Agreements and allowing for incurring additional indebtedness. The Loan Agreements are cross-collateralized and cross-defaulted and the aggregate principal amount of loans that may be outstanding under all of the Loan Agreements is subject to an aggregate cap of $325 million (the “Cap”).

Current wording

We maintain our Term Loan Agreement, Revolving Loan Agreement, 2020 Multi-Draw Term Loan Agreement, and 2022 Multi-Draw Term Loan Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”). On October 7, 2024, HLA and JPMorgan amended each of the Loan Agreements in connection with HLA’s entry into the Note Purchase Agreement. The amendments included naming JPMorgan as the successor-in-interest to First Republic Bank, updating the maturity dates for the Loan Agreements and allowing for incurring additional indebtedness. The Loan Agreements are cross-collateralized and cross-defaulted and the aggregate principal amount of loans that may be outstanding under all of the Loan Agreements is subject to an aggregate cap of $325 million (the “Cap”).