Hamilton Lane INC

Previous wording

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, natural resources, 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:

Current wording

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:

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 $96.4 billion of our assets under management (“AUM”) as of December 31, 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 $100.1 billion of our assets under management (“AUM”) as of June 30, 2025.

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 $38.3 billion of our AUM as of December 31, 2024.

Current wording

•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 $40.8 billion of our AUM as of June 30, 2025.

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 $821.2 billion of assets under advisement (“AUA”) as of December 31, 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 $845.3 billion of assets under advisement (“AUA”) as of June 30, 2025.

Previous wording

Our client and investor base is broadly diversified by type, size and geography. Our client base primarily comprises institutional investors that range 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.

Current wording

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.

Previous wording

We generate revenues primarily from management and advisory fees, and to a lesser extent, incentive fees.

Current wording

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

Previous wording

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 or carried interest 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.

Current wording

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.

Previous wording

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 general partner commitment, and performance fees earned on certain other specialized funds and customized separate accounts.

Current wording

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.

Previous wording

For each of our secondary funds, direct investment funds, strategic opportunity funds and 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.

Current wording

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.

Previous wording

Performance fees, which are a component of incentive fees, are based on the aggregate amount of realized gains earned by the applicable specialized fund or customized separate account, subject to the achievement of defined minimum returns to the clients. Performance fees range from 5.0% to 12.5% of net profits, subject to a compounded annual preferred return that varies by account but is generally 6.0% to 8.0%. Performance fees are recognized when the risk of clawback or reversal is not probable.

Current wording

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.

Previous wording

We recognize carried interest 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.

Current wording

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.

Previous 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.

Current 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 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

We have general partner 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 (loss) 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 general partner investments do not include any significant concentrations in a specific sector or area outside the United States.

Current wording

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.

Previous wording

Non-operating gain (loss)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.

Current wording

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

Previous wording

Other income (expense) of consolidated variable interest entities (“VIEs”)consists primarily of the share of earnings of investments of consolidated general partner entities, which are not wholly-owned by us, in our specialized funds and certain customized separate accounts in which they have a general partner commitment, interest income on our previously consolidated fund and unrealized gains and interest income on consolidated funds.

Current wording

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, unrealized gains on investments and interest expense on Consolidated Funds.

Previous 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.

Current wording

The following is a discussion of our consolidated results of operations for the three months ended June 30, 2025 and 2024. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

Previous 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.

Current wording

Management and advisory fees decreased $6.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Specialized funds revenue decreased $7.0 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease of $20.4 million in retroactive fees, partially offset by an increase of $14.6 million from our evergreen funds which added $4.5 billion in fee-earning AUM between periods. Revenue from our specialized funds for the current quarter included $0.3 million of retroactive fees from our latest direct equity fund compared to $20.7 million from our latest secondary fund recognized during the three months ended June 30, 2024. 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. Customized separate accounts revenue increased $1.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Reporting, monitoring, data and analytics revenue increased $1.4 million, primarily due to increased subscriptions of our technology solutions. Fund reimbursement revenue decreased $1.8 million due primarily to the timing of fund related expenses.

Previous 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.

Current wording

Incentive fees decreased $14.5 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a $24.5 million decrease in tax-related carried interest distributions compared to June 30, 2024, and the proceeds realized on the sale of an underlying investment in one of our specialized funds that has an American waterfall of $16.6 million during the three months ended June 30, 2024, partially offset by the recognition of $28.6 million in fee related performance revenues from one of our evergreen funds.

Previous 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.

Current wording

Compensation and benefits expenses decreased $8.9 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Incentive fee compensation decreased $11.0 million for the three months ended June 30, 2025 due to a decrease in incentive fee revenue compared to the prior year period. Base compensation and benefits decreased $7.5 million for the three months ended June 30, 2025, due primarily to a decrease in bonuses associated with incentive fees, partially offset by an increase in salary expense from additional headcount. Equity-based compensation increased $9.6 million driven primarily by the performance awards granted between periods.

Previous 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.

Current wording

General, administrative and other expenses increased $0.6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This change consisted primarily of a $1.4 million increase in third-party commissions primarily attributed to the increase in gross subscriptions to our evergreen funds partially offset by a $1.0 million decrease in fund reimbursement expense due primarily to the timing of fund-related expenses.

Previous wording

The following table shows total other income (expense) of the Company (excluding consolidated VIEs):

Current wording

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

Previous wording

Other income (expense) of consolidated VIEs increased $0.7 million for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. This change consisted primarily of increases in unrealized gain and equity in income of investees, partially offset by a decrease in interest income.

Current wording

Other income (expense) decreased $6.2 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due primarily to a decrease in non-operating gain, net partially offset by increases in interest income and equity in income of investees.

Previous wording

Unrealized gain increased $3.6 million for the nine months ended December 31, 2024 due primarily to gains on assets held by consolidated funds during the period. Equity in income of investees increased

Current wording

Equity in income of investees increased $2.1 million due primarily to gains on secondary purchases by our funds during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Previous wording

The following table shows the results of operations of consolidated VIEs:

Current wording

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

Previous wording

Other income (expense) of consolidated VIEs increased $3.2 million for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, due primarily to an increase of $3.1 million in gains on assets held by consolidated funds during the period.

Current wording

Other income (expense) of Consolidated Funds and Partnerships increased $7.5 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due primarily to $8.5 million in gains on assets held by Consolidated Funds during the period compared to $1.2 million in the prior year period.

Previous 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.

Current wording

Our effective tax rate was 19.3% and 18.4% for the three months ended June 30, 2025 and 2024, respectively. These rates were different from the statutory tax rates due to the portion of income allocated to NCI. The effective tax rate for the three months ended June 30, 2025 was higher than the effective tax rate for the three months ended June 30, 2024 due to the percentage of income allocated to NCI for the three months ended June 30, 2025 being lower than the three months ended June 30, 2024.

Previous 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.

Current wording

Net income attributable to NCI decreased by $4.8 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due primarily to a decrease in overall net income. Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. decreased $5.9 million due primarily to a decrease in overall net income. Net income attributable to NCI in Consolidated Funds increased $1.3 million due primarily to gains on assets held by Consolidated Funds during the period.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Fee-earning AUM increased $2.4 billion during the three months ended June 30, 2025, due primarily to contributions from customized separate accounts and specialized funds.

Previous 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.

Current wording

Customized separate accounts fee-earning AUM increased $0.9 billion for the three months ended June 30, 2025. Customized separate accounts contributions were $1.8 billion for the three months ended June 30, 2025, due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Distributions were $1.0 billion for the three months ended June 30, 2025, due primarily to $0.4 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.4 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 $0.8 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.

Current wording

Specialized funds fee-earning AUM increased $1.4 billion for the three months ended June 30, 2025. Specialized fund contributions were $1.6 billion for the three months ended June 30, 2025, due primarily to $1.3 billion from our evergreen funds. Distributions were $0.6 billion for the three months ended June 30, 2025, due primarily to $0.4 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 Related Earnings (“FRE”) is used to highlight earnings from recurring management fees. FRE represents net income excluding (a) incentive fees and related compensation, (b) interest income and expense, (c) income tax expense, (d) equity in income of investees, (e) non-operating gain (loss) and (f) 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.

Current wording

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.

Previous wording

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 (loss) and (f) certain other significant items that we believe are not indicative of our core performance.

Current wording

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.

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 nine months ended December 31, 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 months ended June 30, 2025 and 2024:

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 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.

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 months ended June 30, 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.

Previous 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:

Current wording

The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated for the three months ended June 30, 2025 and 2024:

Previous 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%.

Current wording

(1) Represents corporate income taxes at our estimated statutory tax rate of 23.7% and 23.4% for the three months ended June 30, 2025 and 2024, respectively, applied to adjusted pre-tax net income. The 23.7% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.7%. 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%.

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

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 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 December 31, 2024 and March 31, 2024, our cash and cash equivalents were $285.6 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 June 30, 2025 and March 31, 2025, our cash and cash equivalents were $263.3 million and $229.2 million, respectively.

Previous wording

Ourmaterial sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to amount and timing; and (3) fund distributions related to investments inour specialized funds and certain customized separate accounts that we manage. We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and distributions to our owners and to fund commitments to certain of ourspecialized funds and customized separate accounts. If cash flows from operations were insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.

Current wording

Our material sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to amount and timing; and (3) fund distributions related to investments in our specialized funds and certain customized separate accounts that we manage. We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and distributions to our owners and to fund commitments to certain of our specialized funds and customized separate accounts. If cash flow from operations was insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.