UNITED STATES ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ___________________________Commission file number 001-38021 HAMILTON LANE INCORPORATED (Exact name of Registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesxNo¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes¨Nox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. YesxNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesxNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐Nox The aggregate market value of Class A common stock held by non-affiliates of the registrant on September 30,2024, based on the closing price of $168.39 asreported by the Nasdaq Stock Market, was approximately $6,663.5 million. As of May 27, 2025, there were 41,374,706 shares of the registrant’s Class A common stock and 12,178,412 shares of the registrant’s Class B common stockoutstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference information from the registrant’s definitive proxy statement related to the 2025 annual meeting ofstockholders. Table of Contents This Annual Report on Form 10-K (“Form 10-K”) includes certain information regarding thehistorical performance of our specialized funds and customized separate accounts. An investment inshares of our Class A common stock is not an investment in our specialized funds or customizedseparate accounts. In considering the performance information relating to our specialized funds andcustomized separate accounts contained herein, current and prospective Class A common stockholdersshould bear in mind that the performance of our specialized funds and customized separate accounts isnot indicative of the possible performance of shares of our Class A common stock and is also notnecessarily indicative of the future results of our specialized funds or customized separate accounts,even if fund investments were in fact liquidated on the dates indicated, and there can be no assurancethat our specialized funds or customized separate accounts will continue to achieve, or that futurespecialized funds and customized separate accounts will achieve, comparable results. Please note thatnothing in this Form 10-K represents an offer to sell, or a solicitation of an offer to purchase, interestsin any of Hamilton Lane’s products. We own or have a license to the trademarks, service marks or trade names that we use in connection withthe operation of our business. In addition, our trade names, logos and website names and URL addresses areowned by us or have been licensed to u




