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, 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:

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, direct equity, real estate, infrastructure, other 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 $98.1 billion of our assets under management (“AUM”) as of December 31, 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 $94.5 billion of our assets under management (“AUM”) as of June 30, 2026.

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 $871.5 billion of assets under advisement (“AUA”) as of December 31, 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 $914.1 billion of assets under advisement (“AUA”) as of June 30, 2026.

Previous wording

•Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database for transparency and powerful analytics. Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.

Current wording

•Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database to support transparency, decision making and portfolio construction. Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.

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 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.

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 private markets 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, and believe we are a leading provider of private markets solutions for U.S. labor union pension plans. We also serve a growing number of 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

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees.

Current wording

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory fees and reporting, monitoring, data and analytic fees and distribution management 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 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, net invested capital and/or net asset value (“NAV”). 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

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or net asset value (“NAV”) in, our specialized funds. The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or NAV. In the case of certain funds, we charge management fees on capital commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments, whether the limited partners commit early in the offering period or if the limited partners are investors in our other funds. Revenues from specialized funds that charge management fees during their fundraising periods include retroactive fees. 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.

Current wording

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or NAV in, our specialized funds. The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or NAV. In the case of certain funds, we charge management fees on capital commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments, whether the limited partners commit early in the offering period or if the limited partners are investors in our other funds. Revenues from specialized funds that charge management fees during their fundraising periods include retroactive fees. 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.

Previous wording

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

Current wording

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation, fund reimbursement expense and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations. Commissions and placement fees generally fluctuate based on the level and timing of fundraising activity, capital raised for our products and the extent to which we engage third-party placement agents and other distribution channels. Fund reimbursement expenses generally fluctuate in connection with the timing of new fund formations.

Previous 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.

Current wording

Non-operating (loss) 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 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.

Current wording

Other income (expense) of Consolidated Funds and Partnerships consists of earnings from consolidated funds and consolidated partnerships 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

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by HLA. HLA is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by HLA flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the Partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level. Accordingly, the tax liability with respect to income attributable to non-controlling interests (“NCI”) in HLA is borne by the holders of such NCI.

Current wording

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by HLA. HLA is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by HLA flows through to its members and is generally not subject to U.S. federal or state income tax at the partnership level. Accordingly, the tax liability with respect to income attributable to non-controlling interests (“NCI”) in HLA is generally borne by the holders of such NCI. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions and are subject to non-U.S. income taxes.

Previous wording

Fee-earning AUM is a metric we use to measure the assets from which we earn management fees. Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees that are generally derived from applying a certain percentage to the appropriate fee base. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the amount of capital commitments, net invested capital and NAV of our customized separate accounts and specialized funds depending on the fee terms. The vast majority of our customized separate accounts and specialized funds earn fees based on commitments or net invested capital, which are not affected by market appreciation or depreciation. Therefore, revenues and fee-earning AUM are not significantly affected by changes in market value.

Current wording

Fee-earning AUM is a metric we use to measure the assets from which we earn management fees. Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees that are generally derived from applying a certain percentage to the appropriate fee base. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the amount of capital commitments, net invested capital and NAV of our customized separate accounts and specialized funds depending on the fee terms. A substantial portion of our customized separate accounts and specialized funds earn management fees based on capital commitments or net invested capital, which are generally not affected by short‑term market appreciation or depreciation. However, certain of our products, earn management fees based on NAV, and accordingly, management fees and fee‑earning AUM for those products may be affected by changes in market valuations. As a result, the extent to which our revenues and fee‑earning AUM are affected by changes in market value varies based on the mix of fee structures across our products.

Previous wording

The following is a discussion of our consolidated results of operations for the three and nine months ended December 31, 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 months ended June 30, 2026 and 2025. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

Previous wording

Total revenues increased $31.1 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due to increases in both management and advisory fees and incentive fees.

Current wording

Total revenues increased $99.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to increases in both management and advisory fees and incentive fees.

Previous wording

Management and advisory fees increased $26.9 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Specialized funds revenue increased $22.8 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase of $17.9 million in revenue from our evergreen funds and increase of $4.4 million in revenue from our latest direct equity fund, which added $6.2 billion and $0.7 billion, respectively, in fee-earning AUM between periods. Revenue from our specialized funds for the three months ended December 31, 2025 included $2.8 million of retroactive fees from our latest direct equity fund. Customized separate accounts revenue increased $2.2 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Reporting, monitoring, data and analytics revenue increased $2.2 million, due primarily to increased subscriptions of our technology solutions.

Current wording

Management and advisory fees increased $27.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Specialized funds revenue increased $26.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an increase of $19.6 million in revenue from our evergreen funds and an increase of $3.8 million in revenue from our latest direct equity fund, which added $6.7 billion and $0.9 billion, respectively, in fee-earning AUM between periods. Revenue from our specialized funds for the three months ended June 30, 2026 included $2.1 million of retroactive fees from our latest direct equity fund. Customized separate accounts revenue increased $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 driven by a net increase in fee-earning AUM. Reporting, monitoring, data and analytics revenue increased $1.5 million, due primarily to increased subscriptions of our technology solutions. Fund reimbursement revenue increased $1.6 million due primarily to the timing of fund related expenses. Advisory revenue decreased $0.9 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due primarily to advisory agreements reaching the end of their term.

Previous wording

Incentive fees increased $4.2 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in evergreen-related performance fees partially offset by proceeds realized on the sale of underlying investments in one of our specialized funds during the three months ended December 31, 2024.

Current wording

Incentive fees increased $71.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an increase in evergreen-related incentive fees during the three months ended June 30, 2026.

Previous wording

Total expenses increased $19.8 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due to increases in both compensation and benefits and general, administrative and other expenses.

Current wording

Total expenses increased $47.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to increases in both compensation and benefits and general, administrative and other expenses.

Previous wording

Compensation and benefits expenses increased $16.0 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. Base compensation and benefits increased $21.3 million for the three months ended December 31, 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 $1.2 million driven primarily by awards granted between December 31, 2024 and December 31, 2025. Incentive fee compensation decreased $6.4 million for the three months ended December 31, 2025 primarily due to a decrease in carried interest revenue compared to the prior year period.

Current wording

Compensation and benefits expenses increased $38.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Base compensation and benefits increased $29.8 million for the three months ended June 30, 2026, due primarily to an increase in our annual bonus plan accrual related to stronger operating performance compared to the prior year period and an increase in salary expense from additional headcount. Incentive fee compensation increased $8.2 million for the three months ended June 30, 2026 primarily due to an increase in carried interest revenue compared to the prior year period.

Previous wording

General, administrative and other expenses increased $3.7 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in consulting and professional fees.

Current wording

General, administrative and other expenses increased $9.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This change was due primarily to increases in fund reimbursement expense of $3.0 million and consulting and professional fees of $5.3 million.

Previous wording

Equity in income of investees decreased $0.3 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 due primarily to smaller increases in investment valuations.

Current wording

Other income (expense) decreased $6.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to a $6.4 million decrease in equity income of investees. This was driven by smaller increases in investment valuations during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and fluctuations in publicly traded investments held by secondary funds.

Previous wording

Other income (expense) of Consolidated Funds and Partnerships increased $17.7 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to increased investment activity of Funds consolidated between periods.

Current wording

Other income (expense) of Consolidated Funds and Partnerships increased $11.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to increased investment activity of Funds consolidated between periods, partially offset by valuation decreases during the three months ended June 30, 2025 on equity investments held by consolidated partnerships.

Previous wording

Our effective tax rate was 22.7% and 14.1% for the three months ended December 31, 2025 and 2024, respectively, and 17.9% and 12.3% for the nine months ended December 31, 2025 and 2024, 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 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 nine months ended December 31, 2025 were higher than the effective tax rates for the three and nine months ended December 31, 2024 due primarily to an increase in valuation allowances against deferred tax assets recorded at December 31, 2025.

Current wording

Our effective tax rate was 16.7% and 19.3% for the three months ended June 30, 2026 and 2025, respectively. These rates were different from the statutory tax rates due primarily to the portion of income allocated to NCI. The effective tax rate for the three months ended June 30, 2026 was lower than the effective tax rate for the three months ended June 30, 2025 due primarily to changes in state and foreign income taxes.

Previous wording

Net income attributable to NCI increased by $9.9 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to an increase in overall net income during the period.

Current wording

Net income attributable to NCI increased by $21.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an increase in overall net income during the period.

Previous wording

Net income attributable to NCI in consolidated Funds increased $9.6 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The increase was due primarily to gains on investments held by Funds consolidated between periods and increased NCI ownership driven by increased subscriptions in the consolidated Funds by NCI holders.

Current wording

Net income attributable to NCI in Consolidated Funds and Partnerships increased $12.0 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was due primarily to gains on investments held by Funds and increased subscriptions in the consolidated Funds by NCI holders, increasing the NCI ownership between periods.

Previous wording

Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. remained mostly unchanged for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, due primarily to a decrease in NCI holders’ economic ownership percentage of Hamilton Lane Advisors, L.L.C. between periods, partially offset by an overall increase in net income.

Current wording

Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. increased $9.1 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an overall increase in net income.

Previous wording

Fee-earning AUM increased $2.7 billion during the three months ended December 31, 2025, due primarily to contributions from customized separate accounts and specialized funds.

Current wording

Fee-earning AUM increased $2.2 billion during the three months ended June 30, 2026, due primarily to contributions.

Previous wording

Customized separate accounts fee-earning AUM increased $0.3 billion for the three months ended December 31, 2025. Customized separate accounts contributions were $1.3 billion for the three months ended December 31, 2025, due to the addition of new accounts, additional allocations from existing accounts and continued investment activity. Distributions were $1.1 billion for the three months ended December 31, 2025, due primarily to $0.6 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, $0.3 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 $0.2 billion for the three months ended June 30, 2026. Customized separate accounts contributions were $1.2 billion for the three months ended June 30, 2026, 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, 2026, due primarily to $0.4 billion from returns of capital in accounts earning fees on a net invested capital or NAV, $0.4 billion from accounts reaching the end of their fund term, and $0.2 billion from accounts moving from a committed to net invested capital fee base.

Previous wording

Specialized funds fee-earning AUM increased $2.4 billion for the three months ended December 31, 2025. Specialized fund contributions were $2.7 billion for the three months ended December 31, 2025, due primarily to $2.0 billion from our evergreen funds. Distributions were $0.8 billion for the three months ended December 31, 2025, due primarily to $0.7 billion from returns of capital and redemptions in funds earning fees on a net invested capital or NAV fee base.

Current wording

Specialized funds fee-earning AUM increased $2.0 billion for the three months ended June 30, 2026. Specialized fund contributions were $2.4 billion for the three months ended June 30, 2026, due primarily to $1.2 billion from our evergreen funds, $0.5 billion from our latest infrastructure fund, $0.3 billion from our latest venture fund, and $0.2 billion from our latest direct equity fund. Distributions were $1.1 billion for the three months ended June 30, 2026, due primarily to redemptions from two evergreen funds and returns of capital.

Previous 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.

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 (loss) 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, 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.

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 (loss) 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 and nine months ended December 31, 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 months ended June 30, 2026 and 2025:

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, 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 months ended June 30, 2026 and 2025 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, 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 months ended June 30, 2026 and 2025:

Previous wording

(1) Represents corporate income taxes at our estimated statutory tax rate of 23.3% and 23.4% for the three and nine months ended December 31, 2025 and 2024, respectively, applied to adjusted pre-tax net income. The 23.3% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.3%. 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) For the three months ended June 30, 2026 and 2025, represents corporate income taxes at a blended federal, state, local and foreign statutory tax rate of 23.3% and 23.7%, respectively, applied to adjusted pre-tax net income.

Previous wording

The following tables present information relating to the historical performance of our specialized funds with fund families having at least two distinct vintages and most recent fund sizes of greater than $500 million per fund. The data are presented from the date indicated through September 30, 2025 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

Current wording

The following tables present information relating to the historical performance of our significant specialized funds. The data are presented from the date indicated through March 31, 2026 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

Previous 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;

Current 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;

Previous wording

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. Below is performance information across our various specialized funds. Substantially all of these funds are globally focused, and they are grouped by the investment strategy utilized.

Current wording

We invest and manage commingled specialized primary, secondary, private credit, direct equity and multi-strategy investment funds across the private markets, including those that focus on specific markets or strategies such as venture capital, infrastructure, real estate and impact. Below is performance information across our various specialized funds. Our specialized funds include both drawdown and evergreen funds. Substantially all of these funds are globally focused, and they are grouped by the investment strategy utilized.

Previous 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.

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 U.S. dollar denominated below investment grade rated corporate debt publicly issued in the U.S. 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 December 31, 2025 and March 31, 2025, our cash and cash equivalents were $338.5 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 June 30, 2026 and March 31, 2026, our cash and cash equivalents were $337.0 million and $361.0 million, respectively.