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

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 $101.0 billion of our assets under management (“AUM”) as of September 30, 2025.

Previous 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.

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 $44.4 billion of our AUM as of September 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 $845.3 billion of assets under advisement (“AUA”) as of June 30, 2025.

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 $859.8 billion of assets under advisement (“AUA”) as of September 30, 2025.

Previous 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.

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 weoffer 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

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.

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, net gain on investments and interest expense on Consolidated Funds.

Previous wording

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. We are still evaluating the impact of these provisions on our financial statements.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S. 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. The OBBBA legislation did not have a material impact on our consolidated financial statements.

Previous 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.

Current wording

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

Previous wording

The following table shows expenses of the Company (excluding consolidated funds and general partner entities that are not wholly-owned (“Consolidated Funds and Partnerships”):

Current wording

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

Previous wording

Three Months Ended June 30, 2025 and 2024

Current wording

Total revenues increased $36.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to increases in both management and advisory fees and incentive fees.

Previous 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.

Current wording

Management and advisory fees increased $22.3 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Specialized funds revenue increased $19.5 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due primarily to an increase of $16.4 million in revenue from our evergreen funds and increase of $2.1 million in revenue from our latest direct equity fund, which added $4.8 billion and $0.6 billion, respectively, in fee-earning AUM between periods. Revenue from our specialized funds for the three months ended September 30, 2025 included $0.7 million of retroactive fees from our latest direct equity fund. 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 $1.0 million for the three months ended September 30, 2025 compared to the three months ended September 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 $1.5 million, due primarily to increased subscriptions of our technology solutions.

Previous 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.

Current wording

Compensation and benefits expenses increased $21.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Base compensation and benefits increased $12.9 million for the three months ended September 30, 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 $7.7 million driven primarily by awards granted in the prior fiscal year ended March 31, 2025. Incentive fee compensation increased $1.3 million for the three months ended September 30, 2025 due to an increase in carried interest revenue compared to the prior year period.

Previous 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.

Current wording

General, administrative and other expenses increased $5.8 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This change consisted primarily of a $1.3 million increase in fund reimbursement expense attributed to the timing of newly created funds, a $1.2 million increase in consulting and professional fees and a $0.8 million increase in third-party commissions primarily attributed to the increase in gross subscriptions to our evergreen funds.

Previous 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.

Current wording

Other income (expense) increased $12.4 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due primarily to an increase in equity in income of investees, partially offset by a decrease in non-operating gain, net.

Previous wording

Non-operating gain, net decreased $9.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due primarily to the recognition of $8.7 million in unrealized gains on our technology investments during the three months ended June 30, 2024 compared to $0.4 million during the three months ended June 30, 2025 and a decrease of $1.0 million in tax receivable agreement expense compared to the three months ended June 30, 2024.

Current wording

Non-operating gain, net decreased $10.8 million for the six months ended September 30, 2025 compared to the six months ended September 30, 2024, due primarily to the recognition of gains on our technology investment during the six months ended September 30, 2024 that did not recur during the six months ended September 30, 2025.

Previous 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.

Current wording

Our effective tax rate was 11.9% and 1.5% for the three months ended September 30, 2025 and 2024, respectively, and 15.2% and 11.3% for the six months ended September 30, 2025 and 2024, respectively. These rates were different from the statutory tax rates due to the portion of income allocated to NCI, a 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 six months ended September 30, 2025 were higher than the effective tax rates for the three and six months ended September 30, 2024 due primarily to less discrete tax adjustments recorded at September 30, 2025.

Previous 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.

Current wording

Fee-earning AUM increased $2.0 billion during the three months ended September 30, 2025, due primarily to contributions from customized separate accounts and specialized funds.

Previous 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.

Current wording

Specialized funds fee-earning AUM increased $1.5 billion for the three months ended September 30, 2025. Specialized fund contributions were $1.8 billion for the three months ended September 30, 2025, due primarily to $1.3 billion from our evergreen funds. Distributions were $0.6 billion for the three months ended September 30, 2025, due primarily to $0.4 billion from accounts reaching the end of their fund term and $0.2 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base.

Previous 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.

Current wording

Customized separate accounts fee-earning AUM increased $1.5 billion for the six months ended September 30, 2025. Customized separate accounts contributions were $2.9 billion for the six months ended September 30, 2025, due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Distributions were $1.8 billion for the six months ended September 30, 2025, due primarily to $0.9 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.5 billion from accounts reaching the end of their fund term, and $0.4 billion from accounts moving from a committed to net invested capital fee base.

Previous wording

Beginning in the fourth quarter of fiscal 2025, the Company modified its 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.

Current wording

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.

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, net 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. Adjusted EBITDA also includes FRPR related to consolidated Funds and management fees related to consolidated Funds.

Previous 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:

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 six months ended September 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 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.

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 six months ended September 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 months ended June 30, 2025 and 2024:

Current 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, 2025 and 2024:

Previous 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%.

Current wording

(1) Represents corporate income taxes at our estimated statutory tax rate of 23.7% and 23.4% for the three and six months ended September 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

•in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future;

Current wording

•competition for investment opportunities, resulting from the increasing amount of capital invested in private markets alternatives, may increase the cost and reduce the availability of suitable investments, thereby reducing investment returns in the future;

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 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

The indices presented for comparison are the S&P 500, MSCI World, Dow Jones Brookfield Global Infrastructure (“DJB GI”), MSCI World Infrastructure (“MSCI Infra”), ICE BofA US High Yield Index (“ICE BofA US HY”) 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 DJB GI Index includes companies domiciled globally that qualify as “pure-play” infrastructure companies, which are companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows. The MSCI Infra Index covers mid and large cap infrastructure assets across the 23 developed market countries. 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 ICE BofA HY Index tracks the performance of US dollar denominated below investment grade rated corporate debt publicly issued in the US domestic market. The ICE BofA HY Index is rebalanced monthly. 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 June 30, 2025 and March 31, 2025, our cash and cash equivalents were $263.3 million and $229.2 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 September 30, 2025 and March 31, 2025, our cash and cash equivalents were $240.8 million and $229.2 million, respectively.

Previous wording

We maintain our 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 Agreement (as amended, the “2022 Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement, the Revolving Loan Agreement, and the 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, among other things, naming JPMorgan 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. 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 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 Agreement (as amended, the “2022 Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement, the Revolving Loan Agreement, and the 2020 Multi-Draw Term Loan Agreement, the “Loan Agreements”) with JPMorgan Chase Bank, N.A. (“JPMorgan”). 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”).

Previous wording

The Term Loan Agreement has a maturity date of July 1, 2029 and the interest rate is a floating per annum rate equal to the prime rate minus 1.25% subject to a floor of 3.00%. As of June 30, 2025, we had an outstanding balance of $91 million under the Term Loan Agreement.

Current wording

The Term Loan Agreement has a maturity date of July 1, 2029 and the interest rate is a floating per annum rate equal to the prime rate minus 1.25% subject to a floor of 3.00%. As of September 30, 2025, we had an outstanding balance of $89 million under the Term Loan Agreement.

Previous wording

The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $100 million with a maturity date of April 1, 2030. The interest rate is a fixed per annum rate of 3.50%. As of June 30, 2025, we had an outstanding balance of $100 million under the 2020 Multi-Draw Term Loan Agreement.

Current wording

The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $100 million with a maturity date of April 1, 2030. The interest rate is a fixed per annum rate of 3.50%. As of September 30, 2025, we had an outstanding balance of $99 million under the 2020 Multi-Draw Term Loan Agreement.

Previous wording

The 2022 Multi-Draw Term Loan Agreement has a maturity date of October 1, 2029, and the interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 3.00%. As of June 30, 2025, we did not have an outstanding balance under the 2022 Multi-Draw Term Loan Agreement. We are entitled to request term loans not to exceed $75 million in the aggregate, subject to the Cap, through September 30, 2025.

Current wording

The 2022 Multi-Draw Term Loan Agreement has a maturity date of October 1, 2029. On October 1, 2025, we amended our 2022 Multi-Draw Term Loan Agreement to, among other things, (a) change the aggregate principal amount of term loans from $75 million to $50 million, subject to the Cap, (b) change certain dates related to interest payments and repayments of the term loan thereunder, and (c) change the interest rate for borrowings thereunder to equal the greater of (i) the prime rate minus 1.35% and (ii) 3.00%. As of September 30, 2025, we did not have an outstanding balance under the 2022 Multi-Draw Term Loan Agreement. We are entitled to request term loans not to exceed $50 million in the aggregate, subject to the Cap, through October 6, 2027.

Previous wording

The Loan Agreements and the Note Purchase Agreement contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, pay dividends or make distributions, engage in transactions with affiliates and take certain actions with respect to management fees. The Loan Agreements also require HLA to maintain, among other requirements, (i) a specified amount of management fees, (ii) a specified amount of adjusted EBITDA minus dividend distributions (other than tax distributions), as defined in the Loan Agreements, and (iii) a specified minimum tangible net worth, during the term of each of the Loan Agreements. The Note Purchase Agreement contains certain covenants, including (i) a Consolidated Leverage Ratio (as defined in the Note Purchase Agreement) of 3.50 to 1.00 as of March 31 and September 30 of each calendar year (each, a “Test Date”), (ii) a minimum annual Management Fees (as defined in the Note Purchase Agreement) covenant as of each Test Date of not less than the greater of (a) $185 million and (b) the amount equal to 80% of the Management Fees received by HLA during the six calendar month period ended on the immediately preceding Test Date, and other customary covenants. The obligations under the Loan Agreements are secured by substantially all the assets of HLA. As of June 30, 2025 and March 31, 2025, the principal amount of debt outstanding equaled $291.3 million and $293.1 million, respectively. We had $133.8 million in availability under the Loan Agreements as of June 30, 2025.

Current wording

The Loan Agreements and the Note Purchase Agreement contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, pay dividends or make distributions, engage in transactions with affiliates and take certain actions with respect to management fees. The Loan Agreements also require HLA to maintain, among other requirements, (a) a specified amount of management fees, (b) a specified amount of adjusted EBITDA minus dividend distributions (other than tax distributions), as defined in the Loan Agreements, and (c) a specified minimum tangible net worth, during the term of each of the Loan Agreements. The Note Purchase Agreement contains certain covenants, including (a) a Consolidated Leverage Ratio (as defined in the Note Purchase Agreement) of 3.50 to 1.00 as of March 31 and September 30 of each calendar year (each, a “Test Date”), (b) a minimum annual Management Fees (as defined in the Note Purchase Agreement) covenant as of each Test Date of not less than the greater of (i) $185 million and (ii) the amount equal to 80% of the Management Fees received by HLA during the six calendar month period ended on the immediately preceding Test Date, and other customary covenants. The obligations under the Loan Agreements are secured by substantially all the assets of HLA. As of September 30, 2025 and March 31, 2025, the principal amount of debt outstanding equaled $288.1 million and $293.1 million, respectively. We had $325.0 million in availability under the Loan Agreements as of September 30, 2025.

Previous wording

We are required to maintain minimum net capital balances for regulatory purposes for certain of our foreign subsidiaries and our broker-dealer subsidiary, and minimum cash balances related to our self-funded medical insurance plan put in place as of January 1, 2025. The net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of each of June 30, 2025 and March 31, 2025, we were required to maintain approximately $6.3 million in liquid net assets to meet regulatory net capital and capital adequacy requirements. We are in compliance with these regulatory requirements.

Current wording

We are required to maintain minimum net capital balances for regulatory purposes for certain of our foreign subsidiaries and our broker-dealer subsidiary, and minimum cash balances related to our self-funded medical insurance plan put in place as of January 1, 2025. The net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of each of September 30, 2025 and March 31, 2025, we were required to maintain approximately $7.8 million and $6.3 million, respectively, in liquid net assets to meet regulatory net capital and capital adequacy requirements. We are in compliance with these regulatory requirements.

Previous wording

Operating activities generally reflect our earnings in the respective periods after adjusting for significant non-cash activity, including equity in income of investees, equity-based compensation, lease expense, fair value adjustments to investments and depreciation and amortization, all of which are included in earnings. For the three months ended June 30, 2025 and 2024, our net cash provided by operating activities was driven primarily by receipts of management fees and incentive fees, partially offset by payment of operating expenses, which includes compensation and benefits and general, administrative and other expenses.

Current wording

Operating activities generally reflect our earnings in the respective periods after adjusting for significant non-cash activity, including equity in income of investees, equity-based compensation, lease expense, fair value adjustments to investments and depreciation and amortization, all of which are included in earnings. For the six months ended September 30, 2025 and 2024, our net cash provided by operating activities was driven primarily by receipts of management fees and incentive fees, partially offset by payment of operating expenses, which includes compensation and benefits and general, administrative and other expenses.

Previous wording

Investing activities generally reflect cash used for fixed asset purchases and contributions to and distributions from our investments. For the three months ended June 30, 2025 and 2024, our net cash (used in) provided by investing activities was driven primarily by purchases of furniture, fixtures and equipment, net contributions to our Funds and purchase of investments by Consolidated Funds.

Current wording

For the six months ended September 30, 2025 and 2024, our net cash used in investing activities was driven primarily by purchases of furniture, fixtures and equipment, purchases of investments, and net contributions to our Funds.

Previous wording

For the three months ended June 30, 2025 and 2024, our net cash provided by (used in) financing activities was driven primarily by dividends paid to stockholders, distributions to HLA members, repayment of our outstanding debt and contributions from NCI in Consolidated Funds.

Current wording

For the six months ended September 30, 2025 and 2024, our net cash provided by (used in) financing activities was driven primarily by dividends paid to stockholders, payments under the tax receivable agreement, distributions to HLA members, repayment of our outstanding debt and contributions from NCI in Consolidated Funds.

Previous wording

We prepare our condensed consolidated financial statements in accordance with 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. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates.

Current wording

We prepare our condensed consolidated financial statements in accordance with GAAP for interim financial information including our accounts, our wholly owned subsidiaries, and entities that we control, 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. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates.