Hamilton Lane INC

Item 3.02 Unregistered Sales of Equity Securities

On November 2, 2025, we entered into a definitive transaction agreement (the “Agreement”) with The Guardian Life Insurance Company of America (“Guardian”), pursuant to which, in consideration for certain commercial arrangements between Guardian and us, we agreed to deliver to Guardian at closing, in a private placement transaction (the “Private Placement”), a warrant (the “Warrant”) related to a maximum of 400,000 shares of our Class A Common Stock, $0.001 par value per share, subject to applicable exercise prices and vesting and forfeiture conditions, in each case, as provided in the Warrant. We may elect, in our sole discretion, to settle any exercise of the Warrant in cash or shares. The Warrant will expire approximately 10 years after the issuance date. The exercise prices and number of shares issuable upon exercise of the Warrant are subject to customary adjustment in the event of stock dividends, stock splits and certain other events affecting the shares.

The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. Accordingly, neither the Warrant nor the shares issuable upon exercise of the Warrant have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Appropriate legends have been affixed to the securities issued in this transaction.

The transactions contemplated by the Agreement and the Private Placement are expected to close, and the Warrant is expected to be issued, in the fourth calendar quarter of 2025, subject to customary closing conditions.

The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, which is filed as Exhibit 4.1 to this Form 10-Q and incorporated herein by reference.

Item 8.01 Other Events

On November 3, 2025, we issued a press release announcing the strategic partnership with Guardian. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Trading Arrangements

During the three months ended September 30, 2025, none of our directors or officers adopted, terminated or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).