Hamilton Lane INC

Item 5.02(e) Leadership Evolution

As previously disclosed, on October 12, 2026, our board of directors appointed Hartley R. Rogers as the Company’s Co-Chief Executive Officer (“Co-CEO”) to serve alongside Juan Delgado-Moreira. Mr. Rogers will also continue to serve as Chairman of the Board, but will no longer serve as an Executive Co-Chairman (“Executive Co-Chair”) of the Company. In connection with this leadership transition, Erik R. Hirsch has transitioned from his position as Co-CEO to the position of Executive Co-Chair.

In connection with the foregoing leadership transition, the Company entered into a side letter (the “Side Letter”) with Mr. Hirsch on October 28, 2026, reflecting the following changes to Mr. Hirsch’s compensation arrangements, as approved by our board of directors: (1) in the event of Mr. Hirsch’s termination of employment by the Company without Cause (as defined in the Side Letter) or Mr. Hirsch’s resignation for Good Reason (as defined in the Side Letter), (i) certain of Mr. Hirsch’s outstanding and unvested time-based and performance-based restricted stock awards, carried interest awards and bonus amounts will be deemed fully vested or payable, as applicable, as of his termination date (with any performance goals applicable to his long-term performance-based restricted stock award remaining subject to vesting based on the Company’s actual performance at the end of the applicable performance period) and (ii) any awards that remain ungranted from the Co-CEO Annual Awards described in the Company’s definitive proxy statement for the Company’s 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on July 23, 2026, will be granted and deemed fully vested as of Mr. Hirsch’s termination date, and (2) the Company will provide Mr. Hirsch with a new cash incentive award in connection with certain of its future strategic technology investments, with a value to be determined by the Board. Such accelerated vesting or payment of awards and additional cash incentive award will be subject to Mr. Hirsch’s execution and non-revocation of a release of claims in favor of the Company.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Side Letter, which is filed as Exhibit 10.1 to this Form 10-Q and is incorporated herein by reference.

Trading Arrangements

During the three months ended September 30, 2026, 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).