UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2026
or
| ☐ | 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)
| Delaware | 26-2482738 | |||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
| 110 Washington Street, | Suite 1300 | |||||||||||||||||||||||||
| Conshohocken, | PA | 19428 | ||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||
(610) 934-2222
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||
| Class A Common Stock, $0.001 par value per share | HLNE | The Nasdaq Stock Market LLC | ||||||||||||||||||||||||
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 the preceding 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 the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-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). Yes x No o
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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ☐ | ||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
Emerging growth company | ☐ | ||||||||||
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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of October 30, 2026, there were 43,993,851 shares of the registrant’s Class A common stock, par value $0.001, and 11,761,471 shares of the registrant’s Class B common stock, par value $0.001, outstanding.
Table of Contents
| Page | |||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and March 31, 2026 | |||||
Condensed Consolidated Statements of Income for the three and six months ended September 30, 2026 and 2025 | |||||
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2026 and 2025 | |||||
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended September 30, 2026 and 2025 | |||||
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2026 and 2025 | |||||
This Quarterly Report on Form 10-Q (“Form 10-Q”) includes certain information regarding the historical performance of our specialized funds and customized separate accounts. An investment in shares of our Class A common stock is not an investment in our specialized funds or customized separate accounts. In considering the performance information relating to our specialized funds and customized separate accounts contained herein, current and prospective Class A common stockholders should bear in mind that the performance of our specialized funds and customized separate accounts is not indicative of the possible performance of shares of our Class A common stock and is also not necessarily 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 assurance that our specialized funds or customized separate accounts will continue to achieve, or that future specialized funds and customized separate accounts will achieve, comparable results. Please note that nothing in this Form 10-Q represents an offer to sell, or a solicitation of an offer to purchase, interests in 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 with the operation of our business. In addition, our trade names, logos and website names and URL addresses are owned by us or have been licensed to us. We also own or have a license to the copyrights that protect the content of our solutions. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Form 10-Q are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.
This Form 10-Q may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.
Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” the “Company,” “Hamilton Lane” and similar terms refer to Hamilton Lane Incorporated and its consolidated subsidiaries. As used in this Form 10-Q, (i) the term “HLA” refers to Hamilton Lane Advisors, L.L.C. and (ii) the terms “Hamilton Lane Incorporated” and “HLI” refer solely to Hamilton Lane Incorporated, a Delaware corporation, and not to any of its subsidiaries.
Available Information
Our website is located at www.hamiltonlane.com, and the Shareholders page of our website is located at https://shareholders.hamiltonlane.com. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file or furnish reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, statements of changes in beneficial ownership and amendments to those reports are available for free on the Shareholders page of our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. We also make certain corporate governance documents available on the Shareholders page of our website, including board committee charters and our code of conduct and ethics. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
We webcast our earnings calls and certain events we participate in or host with members of the investment community on the Shareholders page of our website. We may use our website (www.hamiltonlane.com), including pages therein related to our various strategies and funds, and LinkedIn account as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases as part of the Shareholders page of our website. Investors and others can receive notifications of new information posted on the Shareholders page of our website in real time by subscribing to email alerts.
The contents of our website are not incorporated by reference into this Form 10-Q or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Cautionary Note Regarding Forward-Looking Information
Some of the statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions, or the negative version of these words or other comparable words, are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including, risks relating to: the historical performance of our investments may not be indicative of future results or future returns on our Class A common stock; our
2
ability to identify suitable investment opportunities for our clients; the impact of any poorly performing investments on our investment management revenue and earnings as well as our ability to raise capital; intense competition in our industry, including competition for access to investments and for customized separate account and advisory clients; customized separate account and advisory account fee revenue not being a long-term contracted source of revenue; our ability to appropriately deal with conflicts of interest; our ability to retain our senior management team and attract additional qualified investment professionals; our ability to expand our business and formulate new business strategies; the impact of declines in the pace or size of fundraising or investments made by us on behalf of our specialized funds or customized separate accounts; our ability to manage our obligations under our debt agreements and the dependence on leverage by certain funds, customized separate accounts and portfolio companies; our ability to comply with the investment guidelines set by our clients; the impact of misconduct by our employees, advisors or third-party service providers; the unpredictable and sporadic timing at which we receive carried interest distributions; the exercise of redemption or repurchase rights by investors in certain of our funds; the subjectivity of valuation methodologies; our investments may be in relatively high-risk, illiquid assets; extensive government regulation, compliance failures and changes in law or regulation could adversely affect us; our ability to maintain our desired fee structure; failure to maintain the security of our information technology networks, or those of our third-party service providers, or data security breaches; volatile market, economic and geopolitical conditions or catastrophic events, which can adversely affect our fundraising, our business and the investments made by our funds or accounts; and our only material asset is our interest in Hamilton Lane Advisors, L.L.C., and we are accordingly dependent upon distributions from such entity to pay dividends, taxes and other expenses.
The foregoing list of factors is not exhaustive and should be read in conjunction with the other cautionary statements that are included herein and in our other periodic filings. For more information regarding these risks and uncertainties as well as additional risks we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (our “2026 Form 10-K”) and in our subsequent reports filed from time to time with the SEC, which are accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this Form 10-Q are made only as of the date we filed this report. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Hamilton Lane Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share and per share amounts)
| September 30, 2026 | March 31, 2026 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 336,187 | $ | 360,955 | |||||||
| Restricted cash | 8,264 | 8,008 | |||||||||
| Fees receivable | 190,145 | 151,824 | |||||||||
| Prepaid expenses | 13,358 | 13,783 | |||||||||
| Due from related parties | 27,716 | 23,831 | |||||||||
| Furniture, fixtures and equipment, net | 37,813 | 35,017 | |||||||||
| Lease right-of-use assets, net | 73,146 | 61,405 | |||||||||
| Investments | 854,642 | 774,443 | |||||||||
| Deferred income taxes | 272,867 | 293,092 | |||||||||
| Other assets | 82,486 | 43,336 | |||||||||
| Assets of Consolidated Funds and Partnerships: | |||||||||||
| Cash and cash equivalents | 3,510 | 2,941 | |||||||||
| Investments | 831,053 | 526,078 | |||||||||
| Other assets | 4,802 | 10,183 | |||||||||
| Total assets | $ | 2,735,989 | $ | 2,304,896 | |||||||
| Liabilities and equity | |||||||||||
| Accounts payable | 8,988 | 5,659 | |||||||||
| Accrued compensation and benefits | 98,685 | 84,154 | |||||||||
| Accrued members’ distributions | 30,823 | 27,066 | |||||||||
| Accrued dividend | 24,715 | 22,520 | |||||||||
| Debt | 268,728 | 278,420 | |||||||||
| Payable to related parties pursuant to tax receivable agreement | 219,570 | 235,425 | |||||||||
| Lease liabilities | 92,300 | 78,059 | |||||||||
| Other liabilities | 44,922 | 36,724 | |||||||||
| Liabilities of Consolidated Funds and Partnerships: | |||||||||||
| Subscriptions in advance | 9,998 | 55,561 | |||||||||
| Other liabilities | 8,825 | 14,769 | |||||||||
| Total liabilities | $ | 807,554 | $ | 838,357 | |||||||
| Commitments and contingencies (Note 15) | |||||||||||
Class A common stock, $0.001 par value, 300,000,000 authorized; 44,002,633 and 43,697,484 issued and outstanding as of September 30, 2026 and March 31, 2026, respectively | 44 | 44 | |||||||||
Class B common stock, $0.001 par value, 50,000,000 authorized; 11,761,471 and 11,836,450 issued and outstanding as of September 30, 2026 and March 31, 2026, respectively | 12 | 12 | |||||||||
| Additional paid-in-capital | 278,914 | 299,313 | |||||||||
| Accumulated other comprehensive income | 443 | 1,170 | |||||||||
| Retained earnings | 723,233 | 614,693 | |||||||||
| Total Hamilton Lane Incorporated stockholders’ equity | $ | 1,002,646 | $ | 915,232 | |||||||
| Non-controlling interests in Consolidated Funds and Partnerships | 679,410 | 330,893 | |||||||||
| Non-controlling interests in Hamilton Lane Advisors, L.L.C. | 246,379 | 220,414 | |||||||||
| Total equity | $ | 1,928,435 | $ | 1,466,539 | |||||||
| Total liabilities and equity | $ | 2,735,989 | $ | 2,304,896 | |||||||
4
Hamilton Lane Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Management and advisory fees | $ | 164,029 | $ | 142,127 | $ | 325,396 | $ | 275,822 | |||||||||||||||
| Incentive fees | 40,401 | 44,551 | 154,365 | 86,813 | |||||||||||||||||||
| Consolidated Funds and Partnerships: | |||||||||||||||||||||||
| Incentive fees | — | 4,202 | — | 4,202 | |||||||||||||||||||
| Total revenues | 204,430 | 190,880 | 479,761 | 366,837 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | 77,468 | 76,986 | 185,132 | 146,541 | |||||||||||||||||||
| General, administrative and other | 38,040 | 33,549 | 76,247 | 62,492 | |||||||||||||||||||
| Consolidated Funds and Partnerships: | |||||||||||||||||||||||
| General, administrative and other | 2,601 | 630 | 5,590 | 1,114 | |||||||||||||||||||
| Total expenses | 118,109 | 111,165 | 266,969 | 210,147 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Equity in income of investees | 23,879 | 20,069 | 26,914 | 29,508 | |||||||||||||||||||
| Interest expense | (3,467) | (3,830) | (6,964) | (7,687) | |||||||||||||||||||
| Interest income | 2,964 | 2,643 | 6,144 | 5,438 | |||||||||||||||||||
| Non-operating gain, net | 16,260 | 35 | 15,665 | 482 | |||||||||||||||||||
| Consolidated Funds and Partnerships: | |||||||||||||||||||||||
| Equity in income of investees | 2,093 | 551 | 1,724 | 1,421 | |||||||||||||||||||
| Net gain on investments | 49,978 | 17,927 | 70,790 | 26,466 | |||||||||||||||||||
| Interest income | 575 | 472 | 1,505 | 711 | |||||||||||||||||||
| Total other income (expense) | 92,282 | 37,867 | 115,778 | 56,339 | |||||||||||||||||||
| Income before income taxes | 178,603 | 117,582 | 328,570 | 213,029 | |||||||||||||||||||
| Income tax expense | 29,683 | 13,978 | 54,766 | 32,356 | |||||||||||||||||||
| Net income | 148,920 | 103,604 | 273,804 | 180,673 | |||||||||||||||||||
| Less: Income attributable to non-controlling interests in Consolidated Funds and Partnerships | 39,855 | 7,378 | 53,490 | 8,982 | |||||||||||||||||||
| Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 31,579 | 25,337 | 62,367 | 47,057 | |||||||||||||||||||
| Net income attributable to Hamilton Lane Incorporated | $ | 77,486 | $ | 70,889 | $ | 157,947 | $ | 124,634 | |||||||||||||||
| Basic earnings per share of Class A common stock | $ | 1.88 | $ | 1.71 | $ | 3.82 | $ | 3.01 | |||||||||||||||
| Diluted earnings per share of Class A common stock | $ | 1.87 | $ | 1.69 | $ | 3.80 | $ | 2.98 | |||||||||||||||
| Dividends declared per share of Class A common stock | $ | 0.60 | $ | 0.54 | $ | 1.20 | $ | 1.08 | |||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
5
Hamilton Lane Incorporated
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 148,920 | $ | 103,604 | $ | 273,804 | $ | 180,673 | |||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
Foreign currency translation | (490) | 1,433 | (1,596) | 1,799 | |||||||||||||||||||
| Total other comprehensive income (loss), net of tax | (490) | 1,433 | (1,596) | 1,799 | |||||||||||||||||||
| Comprehensive income | $ | 148,430 | $ | 105,037 | $ | 272,208 | $ | 182,472 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interests in Consolidated Funds and Partnerships | 39,618 | 7,406 | 52,837 | 9,011 | |||||||||||||||||||
| Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 31,521 | 25,662 | 62,151 | 47,469 | |||||||||||||||||||
| Total comprehensive income attributable to Hamilton Lane Incorporated | $ | 77,291 | $ | 71,969 | $ | 157,220 | $ | 125,992 | |||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
6 | ||||||||
Hamilton Lane Incorporated
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
| Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interests in Consolidated Funds and Partnerships | Non-Controlling Interests in Hamilton Lane Advisors, L.L.C. | Total Equity | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | 44 | $ | 12 | $ | 299,313 | $ | 1,170 | $ | 614,693 | $ | 330,893 | $ | 220,414 | $ | 1,466,539 | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | 157,947 | 53,490 | 62,367 | 273,804 | |||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | (727) | — | (653) | (216) | (1,596) | |||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | 20,538 | — | — | — | 6,101 | 26,639 | |||||||||||||||||||||||||||||||||||||||
| Customer incentive warrant | — | — | 434 | — | — | — | 129 | 563 | |||||||||||||||||||||||||||||||||||||||
| Purchase and retirement of Class A stock for tax withholding | — | — | (896) | — | — | — | (266) | (1,162) | |||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | (49,407) | — | — | (49,407) | |||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests, net | — | — | — | — | — | 295,680 | — | 295,680 | |||||||||||||||||||||||||||||||||||||||
Member distributions | — | — | — | — | — | — | (34,201) | (34,201) | |||||||||||||||||||||||||||||||||||||||
| Employee Share Purchase Plan share issuance | 1 | — | 1,214 | — | — | — | 361 | 1,576 | |||||||||||||||||||||||||||||||||||||||
| Shares repurchased and retired | (1) | — | (38,600) | — | — | — | (11,399) | (50,000) | |||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | (3,089) | — | — | — | 3,089 | — | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | 44 | $ | 12 | $ | 278,914 | $ | 443 | $ | 723,233 | $ | 679,410 | $ | 246,379 | $ | 1,928,435 | |||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interests in Consolidated Funds and Partnerships | Non-Controlling Interests in Hamilton Lane Advisors, L.L.C. | Total Equity | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | 43 | $ | 12 | $ | 261,856 | $ | (141) | $ | 455,511 | $ | 29,883 | $ | 176,731 | $ | 923,895 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 124,634 | 8,982 | 47,057 | 180,673 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 1,359 | — | 28 | 412 | 1,799 | |||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 19,318 | — | — | — | 5,870 | 25,188 | |||||||||||||||||||||||||||||||||||||||
| Purchase and retirement of Class A stock for tax withholding | — | — | (647) | — | — | — | (195) | (842) | |||||||||||||||||||||||||||||||||||||||
| Deferred tax adjustment | — | — | 1,944 | — | — | — | — | 1,944 | |||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | (44,908) | — | — | (44,908) | |||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests, net | — | — | — | — | — | 92,799 | — | 92,799 | |||||||||||||||||||||||||||||||||||||||
| Member distributions | — | — | — | — | — | — | (24,072) | (24,072) | |||||||||||||||||||||||||||||||||||||||
| Secondary offerings | — | — | 5,663 | — | — | — | (5,663) | — | |||||||||||||||||||||||||||||||||||||||
| Employee Share Purchase Plan share issuance | 1 | — | 1,205 | — | — | — | 366 | 1,572 | |||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | (31) | — | — | — | 31 | — | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | 44 | $ | 12 | $ | 289,308 | $ | 1,218 | $ | 535,237 | $ | 131,692 | $ | 200,537 | $ | 1,158,048 | |||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
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Hamilton Lane Incorporated
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
| Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interests in Consolidated Funds and Partnerships | Non-Controlling Interests in Hamilton Lane Advisors, L.L.C. | Total Equity | ||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | 43 | $ | 12 | $ | 268,130 | $ | 638 | $ | 670,462 | $ | 525,318 | $ | 227,518 | $ | 1,692,121 | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | 77,486 | 39,855 | 31,579 | 148,920 | |||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | (195) | — | (237) | (58) | (490) | |||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | 10,574 | — | — | — | 3,158 | 13,732 | |||||||||||||||||||||||||||||||||||||||
| Customer incentive warrant | — | — | 217 | — | — | — | 65 | 282 | |||||||||||||||||||||||||||||||||||||||
| Purchase and retirement of Class A stock for tax withholding | — | — | (414) | — | — | — | (124) | (538) | |||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | (24,715) | — | — | (24,715) | |||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests, net | — | — | — | — | — | 114,474 | — | 114,474 | |||||||||||||||||||||||||||||||||||||||
Member distributions | — | — | — | — | — | — | (16,108) | (16,108) | |||||||||||||||||||||||||||||||||||||||
| Employee Share Purchase Plan share issuance | 1 | — | 582 | — | — | — | 174 | 757 | |||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | (175) | — | — | — | 175 | — | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | 44 | $ | 12 | $ | 278,914 | $ | 443 | $ | 723,233 | $ | 679,410 | $ | 246,379 | $ | 1,928,435 | |||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interests in Consolidated Funds and Partnerships | Non-Controlling Interests in Hamilton Lane Advisors, L.L.C. | Total Equity | ||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | 44 | $ | 12 | $ | 271,691 | $ | 140 | $ | 486,914 | $ | 46,993 | $ | 189,252 | $ | 995,046 | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | 70,889 | 7,378 | 25,337 | 103,604 | |||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | 1,078 | — | 29 | 326 | 1,433 | |||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | 9,514 | — | — | — | 2,874 | 12,388 | |||||||||||||||||||||||||||||||||||||||
| Purchase and retirement of Class A stock for tax withholding | — | — | (641) | — | — | — | (195) | (836) | |||||||||||||||||||||||||||||||||||||||
| Deferred tax adjustment | — | — | 1,944 | — | — | — | — | 1,944 | |||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | (22,566) | — | — | (22,566) | |||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests, net | — | — | — | — | — | 77,292 | — | 77,292 | |||||||||||||||||||||||||||||||||||||||
Member distributions | — | — | — | — | — | — | (11,012) | (11,012) | |||||||||||||||||||||||||||||||||||||||
| Secondary offerings | — | — | 5,663 | — | — | — | (5,663) | — | |||||||||||||||||||||||||||||||||||||||
| Employee Share Purchase Plan share issuance | — | — | 580 | — | — | — | 175 | 755 | |||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | 557 | — | — | — | (557) | — | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | 44 | $ | 12 | $ | 289,308 | $ | 1,218 | $ | 535,237 | $ | 131,692 | $ | 200,537 | $ | 1,158,048 | |||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
8 | ||||||||
Hamilton Lane Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Six Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | 273,804 | $ | 180,673 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 4,945 | 5,047 | |||||||||
| Change in deferred income taxes | 20,225 | 15,094 | |||||||||
| Change in payable to related parties pursuant to tax receivable agreement | 96 | — | |||||||||
| Equity-based compensation | 26,639 | 25,188 | |||||||||
| Equity‑based consideration payable to customer | 563 | — | |||||||||
| Change in customer incentive asset | 2,009 | — | |||||||||
| Equity in income of investees | (26,914) | (29,508) | |||||||||
| Net realized loss on sale of investments | 391 | — | |||||||||
| Fair value adjustment of other investments | (15,606) | (413) | |||||||||
| Proceeds received from Funds | 17,011 | 17,266 | |||||||||
| Non-cash lease expense | 7,361 | 4,879 | |||||||||
| Other | 280 | 642 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Fees receivable | (38,321) | 43,312 | |||||||||
| Prepaid expenses | 426 | (6,211) | |||||||||
| Due from related parties | (3,885) | (9,166) | |||||||||
| Other assets | (3,915) | 858 | |||||||||
| Accounts payable | 3,329 | 611 | |||||||||
| Accrued compensation and benefits | 14,531 | 35,701 | |||||||||
| Lease liability | (4,862) | (4,628) | |||||||||
| Other liabilities | (1,350) | (9,518) | |||||||||
| Consolidated Funds and Partnerships: | |||||||||||
| Cash relinquished from deconsolidation of Fund | (99,426) | — | |||||||||
| Net gain on investments | (69,745) | (25,857) | |||||||||
| Equity in income of investees | (1,724) | (1,421) | |||||||||
| Change in other assets and liabilities | (637) | 5,281 | |||||||||
| Net cash provided by operating activities | $ | 105,225 | $ | 247,830 | |||||||
9 | ||||||||
Hamilton Lane Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Six Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Investing activities: | |||||||||||
| Purchase of furniture, fixtures and equipment | $ | (7,075) | $ | (2,430) | |||||||
| Purchase of investments and convertible notes | — | (5,000) | |||||||||
| Distributions received from Funds | 27,037 | 4,631 | |||||||||
| Contributions to Funds | (109,822) | (32,277) | |||||||||
| Consolidated Funds and Partnerships: | |||||||||||
| Purchase of investments | (303,408) | (192,840) | |||||||||
| Distributions received from investments | 22,653 | — | |||||||||
| Net cash used in investing activities | $ | (370,615) | $ | (227,916) | |||||||
| Financing activities: | |||||||||||
| Proceeds from offering | $ | — | $ | 55,484 | |||||||
| Purchase of membership interests | — | (55,484) | |||||||||
| Repayments of long-term debt | (10,000) | (5,000) | |||||||||
| Shares repurchased and retired | (50,000) | — | |||||||||
| Repurchase of Class A common stock for employee tax withholding | (1,162) | (842) | |||||||||
| Proceeds received from issuance of shares under Employee Share Purchase Plan | 1,576 | 1,572 | |||||||||
| Payments to related parties, pursuant to tax receivable agreement | (15,951) | (12,000) | |||||||||
| Dividends paid | (47,212) | (42,575) | |||||||||
| Members’ distributions paid | (30,444) | (33,195) | |||||||||
| Consolidated Funds and Partnerships: | |||||||||||
| Borrowings of Bridge facility | 145,000 | — | |||||||||
| Contributions from non-controlling interests in Consolidated Funds and Partnerships | 250,743 | 122,095 | |||||||||
| Distributions to non-controlling interests in Consolidated Funds and Partnerships | (626) | (332) | |||||||||
| Net cash provided by financing activities | $ | 241,924 | $ | 29,723 | |||||||
| Effect of exchange rate changes on cash and cash equivalents | (477) | 1,111 | |||||||||
| (Decrease) increase in cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships | (23,943) | 50,748 | |||||||||
| Cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships at beginning of the period | 371,904 | 283,604 | |||||||||
| Cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships at end of the period | $ | 347,961 | $ | 334,352 | |||||||
| Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Funds and Partnerships to the Condensed Consolidated Balance Sheets: | |||||||||||
As of September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash and cash equivalents | $ | 336,187 | $ | 240,773 | |||||||
| Restricted cash | 8,264 | 7,796 | |||||||||
| Cash and cash equivalents held at Consolidated Funds and Partnerships | 3,510 | 85,783 | |||||||||
| Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at Consolidated Funds and Partnerships | $ | 347,961 | $ | 334,352 | |||||||
See accompanying notes to the condensed consolidated financial statements.
10 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
1. Organization
Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007 and, following its 2017 initial public offering, is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and, through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest (“NCI”) related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain cash, certain deferred tax assets and liabilities, payables to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of September 30, 2026 and March 31, 2026, HLI held approximately 77.0% and 77.3%, respectively, of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement, the economic interest in HLA held by HLI will increase.
HLA is a registered investment advisor with the United States Securities and Exchange Commission (“SEC”), providing asset management and advisory services to design, build and manage private markets portfolios. HLA generates revenues primarily from management and advisory fees, comprised of specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees and, to a lesser extent, incentive fees, comprised of carried interest earned from specialized funds and certain customized separate accounts structured as single-client funds in which the Company has a general partner commitment, and performance fees earned on certain other specialized funds and customized separate accounts. HLA sponsors the formation, and serves as the general partner, managing member and/or investment manager, of various specialized funds and certain single client separate account entities (“Funds”) that acquire interests in third-party managed investment funds that make private markets and related investments or otherwise invest directly in such investments. The Company, which includes certain subsidiaries that serve as the general partner or managing member of the Funds, may invest its own capital in the Funds and generally makes all investment and/or operating decisions for the Funds. HLA operates several wholly owned entities through which it conducts its foreign operations.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. Results of operations for the three and six months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending March 31, 2027. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in HLI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
11 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Consolidation
The Company consolidates general partnerships and subsidiaries that are wholly owned. Additionally, the Company consolidates Funds (“Consolidated Funds”) and general partner entities that are not wholly-owned (“Partnerships”) over which it exercises control either by holding majority voting interests or as the primary beneficiary, possessing both decision making authority and the right to receive economic benefits or obligation to absorb losses. The Consolidated Funds and Partnerships are included in the Company’s condensed consolidated financial statements. The portion of the Consolidated Funds and Partnerships owned by third parties is presented as non-controlling interests in the Condensed Consolidated Balance Sheets and income attributable to non-controlling interests in the Condensed Consolidated Statements of Income.
The assets of the Partnerships represent investments in Funds and the assets of the Consolidated Funds generally represent cash and investments. The assets may only be used to settle obligations of the respective Consolidated Fund or Partnership, if any. In addition, there is no recourse to the Company for the consolidated liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest. Once the Company no longer qualifies as the primary beneficiary or holds a majority voting interest, it deconsolidates all the assets and liabilities of the respective Partnership or Consolidated Fund from the Condensed Consolidated Balance Sheets and records any remaining interest in the entity using the equity method within investments in the Condensed Consolidated Balance Sheets.
At each reporting date, the Company determines whether any reconsideration events have occurred that require it to revisit the consolidation analysis and will consolidate or deconsolidate accordingly.
See Note 6 for additional disclosures on variable interest entities (“VIE”).
Accounting for Differing Fiscal Periods
The Funds primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the Funds using a three-month lag due to the timing of financial information received from the investments held by the Funds. The Funds primarily invest in private equity funds, which generally require at least 90 days following the calendar year end to present audited financial statements.
The results of the Consolidated Funds are reported on a three-month lag, due to the timing of the receipt of related financial statements.
The Company records its share of capital contributions to and distributions from the Funds in investments in the Condensed Consolidated Balance Sheets during the three-month lag period.
The Company’s revenue earned from Funds, including both management and advisory fee revenue and incentive fee revenue, is not accounted for on a lag.
12
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Fair Value of Financial Instruments
The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below:
•Level 1: Values are determined using quoted market prices for identical financial instruments in an active market.
•Level 2: Values are determined using quoted prices for similar financial instruments and valuation models whose inputs are observable.
•Level 3: Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The Company uses these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments; on a non-recurring basis, such as for acquisitions and impairment testing; for disclosure purposes, such as for long-term debt; and for other applications, as discussed in their respective notes.
Categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For a portion of the Company’s investments, net asset value per share (“NAV”) (or its equivalent) is utilized to measure fair value. These investments are considered investment companies, or are the equivalent of investment companies, as they carry all investments at fair value, with unrealized gains and losses resulting from changes in fair value reflected in earnings. Investments valued using NAV are excluded from the fair value hierarchy. See Note 5 for further information.
The carrying amount of cash and cash equivalents, fees receivable, and accounts payable approximate fair value due to the immediate or short-term maturity of these financial instruments.
Segments
Financial information, annual operational plans and forecasts are reviewed by the chief operating decision makers (“CODM”) at the consolidated entity level. Consolidated net income is the primary measure of performance used by the CODM to establish objectives and allocate resources, with compensation and benefits being reviewed in more detail as a significant expense. Segment profit and loss is presented in the Condensed Consolidated Statements of Income, with additional detail provided in Note 10 relating to the significant expenses reviewed by the CODM. The measure of segment assets is not regularly presented to the CODM.
Recent Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 - Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this ASU incorporate 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification. The amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The amendments will be applied prospectively to the condensed consolidated financial statements. If the SEC does not remove the applicable disclosure requirements by June 30, 2027, the related amendments will not become effective. The Company is currently assessing the impact of the new requirements.
13
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Income-Expense Disaggregation Disclosures, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the impact of the new requirements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which modernizes accounting guidance for internal-use software costs. The updated standard reflects current development practices, including agile methodologies, by removing references to “development stages” and clarifying that capitalization begins when management authorizes and commits to funding for a software project, and it is probable the project will be completed and perform its intended function. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The Company is currently assessing the impact of the new requirements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which requires entities that present interim financial statements in accordance with U.S. GAAP to follow clarified guidance on the form, content, and required disclosures of those interim financial statements, including disclosure of events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU will be effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the impact of the new requirements.
Reclassifications
Certain prior period amounts have been reclassified to conform to current year presentation. These reclassifications did not affect the Company’s consolidated financial position, results of operations, comprehensive income, cash flows, or stockholders’ equity.
On the Condensed Consolidated Statements of Income, Comprehensive Income and Stockholders’ Equity, the Company reclassified “Non-controlling interests in Partnerships” and “Non-controlling interests in Consolidated Funds” into a single line titled “Non-controlling interests in Consolidated Funds and Partnerships”.
3. Revenue
The following tables present revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount:
14
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| Management and advisory fees | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Specialized funds | $ | 109,676 | $ | 89,857 | $ | 218,495 | $ | 172,602 | |||||||||||||||
| Customized separate accounts | 34,037 | 35,771 | 68,727 | 70,346 | |||||||||||||||||||
| Reporting, monitoring, data and analytics | 9,704 | 8,644 | 19,612 | 17,037 | |||||||||||||||||||
| Advisory | 4,498 | 5,431 | 9,053 | 10,917 | |||||||||||||||||||
| Fund reimbursement revenue | 4,409 | 1,972 | 7,547 | 3,493 | |||||||||||||||||||
| Distribution management | 1,705 | 452 | 1,962 | 1,427 | |||||||||||||||||||
| Total management and advisory fees | $ | 164,029 | $ | 142,127 | $ | 325,396 | $ | 275,822 | |||||||||||||||
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| Incentive fees | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Specialized funds | $ | 32,034 | $ | 31,477 | $ | 139,591 | $ | 69,686 | |||||||||||||||
| Customized separate accounts | 8,367 | 13,074 | 14,774 | 17,127 | |||||||||||||||||||
| Consolidated funds and partnerships | |||||||||||||||||||||||
| Specialized funds | — | 4,202 | — | 4,202 | |||||||||||||||||||
| Total incentive fees | $ | 40,401 | $ | 48,753 | $ | 154,365 | $ | 91,015 | |||||||||||||||
Customer Incentive
On June 6, 2026, in connection with the launch of a newly created evergreen fund, the Company established an investor incentive program under which certain investors who subscribed during the Fund’s initial offering period are eligible to receive additional Fund shares. During the initial offering period, the Company purchased Fund shares that may be distributed under the program and continues to hold such shares as part of its investment in the Fund. Eligible investors may receive additional shares in three annual installments following the close of the initial offering period, subject to continued satisfaction of specified retention requirements. Any shares forfeited by investors will be retained by the Company. Upon the establishment of the investor incentive program, the Company recognized an asset of $9,546 recorded in other assets in the Condensed Consolidated Balance Sheets, associated with the Fund shares expected to meet retention requirements. The Company accounts for the program as consideration payable to customers, which is recognized as a reduction of management fee revenue over the three year installment period.
On November 2, 2025, the Company entered into a long-term strategic partnership (the “Guardian Transaction”) with The Guardian Life Insurance Company of America (“Guardian”). On December 31, 2025, the Company issued a warrant related to a maximum of 400,000 shares of its Class A common stock (the “Warrant”) to Guardian in a private placement transaction. On December 31, 2025, the Company recognized a customer incentive asset of $8,367 recorded in other assets in the Consolidated Balance Sheets, associated with the Warrant shares that were vested and exercisable upon issuance, subject to clawback provisions. The asset, along with the remaining grant date fair value of the Warrant, will be recognized as a reduction of management fee revenue over the contract performance period as the Company provides the related asset management services.
15 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
The following table summarizes the activity related to the Company’s customer incentive assets:
| Three Months Ended September 30, 2026 | Six Months Ended September 30, 2026 | ||||||||||
| Customer incentive asset, beginning of the period | $ | 16,700 | $ | 8,158 | |||||||
| Additions | — | 9,546 | |||||||||
| Reduction of management fee revenue | (1,005) | (2,009) | |||||||||
| Customer incentive asset, end of period | $ | 15,695 | $ | 15,695 | |||||||
4. Investments
Investments consist of the following:
| September 30, 2026 | March 31, 2026 | ||||||||||
| Equity method investments in Funds | $ | 626,179 | 567,888 | ||||||||
| Fair value investments | 21,241 | — | |||||||||
| Measurement alternative investments | 207,222 | 206,555 | |||||||||
| Total investments | $ | 854,642 | $ | 774,443 | |||||||
Investments of Consolidated Funds and Partnerships consist of the following:
| September 30, 2026 | March 31, 2026 | ||||||||||
| Equity method investments in Funds | $ | 21,911 | $ | 20,841 | |||||||
| Fair value investments | 809,142 | 505,237 | |||||||||
Total Investments of Consolidated Funds and Partnerships | $ | 831,053 | $ | 526,078 | |||||||
Equity method investments
The Company’s equity method investments in Funds represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments vary by Fund. The Company generally has a 1% interest in the Funds, however, the Company has larger interests in certain Funds, which primarily reflect initial capital the Company contributed to support the launch of those Funds. The Company’s ownership percentage in these Funds decreases as third-party investors subscribe.
Fair value investments
The Company’s fair value investments represent a publicly traded security and investments held by Consolidated Funds. Realized and unrealized gains and losses from investments held by Consolidated Funds are recorded in net gain on investments in the Condensed Consolidated Statements of Income. Realized and
16 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
unrealized gains and losses from the publicly traded securities are recorded in non-operating gain, net in the Condensed Consolidated Statements of Income.
Measurement Alternative Investments
The following table summarizes the activity related to the Company’s measurement alternative investments:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Carrying amount beginning of the period | $ | 207,222 | $ | 198,555 | $ | 206,555 | $ | 198,142 | |||||||||||||||
| Adjustments related to equity investments: | |||||||||||||||||||||||
| Purchases | — | 5,000 | 1,552 | 5,000 | |||||||||||||||||||
| Sales / return of capital | — | — | (112) | — | |||||||||||||||||||
Net change in unrealized (loss) gain(1) | — | — | (773) | 413 | |||||||||||||||||||
| Carrying amount, end of period | $ | 207,222 | $ | 203,555 | $ | 207,222 | $ | 203,555 | |||||||||||||||
(1) Net change in unrealized (loss) gain consists of fair value adjustments for observable price changes of identical or similar investments.
The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses related to the Company’s measurement alternative investments:
| September 30, 2026 | March 31, 2026 | ||||||||||
| Cumulative gross unrealized gains | $ | 79,414 | $ | 79,414 | |||||||
| Cumulative gross unrealized losses | $ | (44,062) | $ | (43,289) | |||||||
5. Fair Value Measurement
The following tables summarize the Company’s financial assets recorded at fair value by fair value hierarchy level:
As of September 30, 2026 | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | NAV(1) | Total | |||||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||
Fair value investments | $ | 21,241 | $ | — | $ | — | $ | — | $ | 21,241 | |||||||||||||||||||
| Consolidated Funds | |||||||||||||||||||||||||||||
| Fair value investments | 163,225 | — | 3,429 | 642,488 | 809,142 | ||||||||||||||||||||||||
| Total financial assets | $ | 184,466 | $ | — | $ | 3,429 | $ | 642,488 | $ | 830,383 | |||||||||||||||||||
As of March 31, 2026 | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | NAV(1) | Total | |||||||||||||||||||||||||
| Consolidated Funds | |||||||||||||||||||||||||||||
| Fair value investments | 107,379 | — | 6,305 | 391,553 | 505,237 | ||||||||||||||||||||||||
| Total financial assets | $ | 107,379 | $ | — | $ | 6,305 | $ | 391,553 | $ | 505,237 | |||||||||||||||||||
(1) The fair value amounts presented in this column are intended to permit reconciliation of the fair value hierarchy to the amounts presented in Note 4.
17 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
The following table lists information regarding all investments recorded at estimated fair value based upon the NAV:
| Fair Value | Unfunded Commitment | ||||||||||
| Direct investment funds | $ | 91,316 | $ | 15,906 | |||||||
| Secondary funds | 551,172 | 136,281 | |||||||||
| $ | 642,488 | $ | 152,187 | ||||||||
The investments valued under NAV can only be redeemed through distributions received from the liquidation of the underlying investments, and the timing of distributions is currently indeterminable.
The following is a reconciliation of investments held by the Company’s Consolidated Funds and Partnerships for which significant unobservable inputs (Level 3) were used in determining value:
| Direct Equity Investments | |||||
Balance as of June 30, 2026 | $ | — | |||
| Contributions | 3,377 | ||||
| Net gain | 52 | ||||
Balance as of September 30, 2026 | $ | 3,429 | |||
Balance as of March 31, 2026 | $ | 6,305 | |||
| Contributions | 3,377 | ||||
| Net gain | 52 | ||||
Transfer out(1) | (6,305) | ||||
Balance as of September 30, 2026 | $ | 3,429 | |||
| Direct Equity Investments | |||||
Balance as of June 30, 2025 | $ | 2,000 | |||
| Contributions | 4,465 | ||||
| Net gain | 25 | ||||
Balance as of September 30, 2025 | $ | 6,490 | |||
Balance as of March 31, 2025 | $ | 3,916 | |||
| Contributions | 4,465 | ||||
| Net gain | 25 | ||||
Transfer out (1) | (1,916) | ||||
Balance as of September 30, 2025 | $ | 6,490 | |||
(1)An equity investment was transferred out of Level 3 as a result of utilizing NAV to estimate fair value.
18 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
The valuation methodologies, significant unobservable inputs, range of inputs and the weighted average input determined based upon relative fair value of the investments held by Consolidated Funds used in recurring Level 3 fair value measurements of assets were as follows, as of September 30, 2026:
| Fair Value | Valuation Methodology | Significant Unobservable Inputs | Range | Weighted Average | |||||||||||||||||||||||||||||||
| Direct equity investments | $ | 3,429 | Market Approach | ARR Multiple (1) | 2.5x | 2.5x | |||||||||||||||||||||||||||||
(1) "ARR" is annual recurring revenue.
For the significant unobservable inputs listed in the table above a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively.
6. Variable Interest Entities
The Company holds variable interests in entities that are considered VIEs because limited partners or members do not have substantive participating rights to remove the Company as the general partner, managing member and/or investment manager or to terminate the entity without cause by simple majority vote. The Company’s variable interests primarily consist of direct equity interests in the Funds. In these capacities, the Company generally acts as sponsor of the applicable Funds and has the authority to make all significant investment and operating decisions.
Consolidated Variable Interest Entities
The following table presents the assets and liabilities of consolidated VIEs that are included in the Condensed Consolidated Balance Sheets.
| September 30, 2026 | March 31, 2026 | ||||||||||
Assets of Consolidated Funds and Partnerships: | |||||||||||
| Investments | 775,610 | 487,357 | |||||||||
| Other assets | 4,031 | 9,516 | |||||||||
| Total assets | $ | 779,641 | $ | 496,873 | |||||||
Liabilities of Consolidated Funds and Partnerships: | |||||||||||
| Subscriptions in advance | $ | 9,998 | $ | 55,561 | |||||||
| Other liabilities | 7,825 | 12,902 | |||||||||
| Total liabilities | $ | 17,823 | $ | 68,463 | |||||||
Non-consolidated Variable Interest Entities
Certain Funds that are VIEs are not consolidated because the Company has determined it is not the primary beneficiary based upon the Company’s equity interest percentage in each of the applicable VIEs. The total remaining unfunded commitments to the non-consolidated VIEs was $211,124 and $185,210 as of September 30, 2026 and March 31, 2026, respectively. Investor commitments are the primary source of financing for the non-consolidated VIEs.
The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these non-consolidated VIEs. The Company believes that its maximum exposure to loss is limited because it establishes separate limited liability or limited partnership entities to serve as the general partner or managing member of the Funds.
19 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
The carrying value of assets and liabilities recognized in the Condensed Consolidated Balance Sheets related to the Company’s interests in these non-consolidated VIEs and the Company’s maximum exposure to loss relating to non-consolidated VIEs were as follows:
| September 30, 2026 | March 31, 2026 | ||||||||||
| Investments | $ | 314,333 | $ | 284,958 | |||||||
| Fees receivable | 63,643 | 43,607 | |||||||||
| Due from related parties | 6,938 | 7,573 | |||||||||
| Total VIE Assets | 384,914 | 336,138 | |||||||||
| Less: Non-controlling interests | (2,002) | (2,190) | |||||||||
| Maximum exposure to loss | $ | 382,912 | $ | 333,948 | |||||||
7. Debt
The Company’s debt consisted of the following:
As of September 30, 2026 | As of March 31, 2026 | ||||||||||||||||||||||||||||||||||
| Principal Outstanding | Carrying Value | Interest Rate | Principal Outstanding | Carrying Value | Interest Rate | ||||||||||||||||||||||||||||||
| Term loan | $ | 78,125 | $ | 77,871 | 5.75 | % | $ | 84,375 | $ | 84,076 | 5.50 | % | |||||||||||||||||||||||
| 2020 multi-draw facility | 92,500 | 92,286 | 3.50 | % | 96,250 | 96,005 | 3.50 | % | |||||||||||||||||||||||||||
| Senior notes | 100,000 | 98,571 | 5.28 | % | 100,000 | 98,339 | 5.28 | % | |||||||||||||||||||||||||||
| Total Debt | $ | 270,625 | $ | 268,728 | $ | 280,625 | $ | 278,420 | |||||||||||||||||||||||||||
The carrying value of the Company’s Term Loan with JPMorgan Chase Bank, N.A. as of September 30, 2026 and March 31, 2026 approximated fair value. The 2020 multi-draw facility had an estimated fair value of $83,116 and $91,768 as of September 30, 2026 and March 31, 2026, respectively. The Company’s Senior Notes had an estimated fair value of $87,523 and $94,641 as of September 30, 2026 and March 31, 2026, respectively. The estimated fair value of debt is based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.
On May 8, 2026, a Consolidated Fund entered into a credit agreement with JPMorgan Chase Bank, N.A. providing for term loan commitments of up to $250,000 (the “Bridge Facility”) to fund the acquisition of portfolio investments in advance of anticipated capital calls to the fund’s limited partners. HLA provided an unconditional guaranty of payment of the borrower’s obligations under the Bridge Facility, subject to a maximum liability of $250,000.
On June 29, 2026, the Consolidated Fund drew $145,000 under the Bridge Facility to fund the acquisition of portfolio investments. Because the Fund is reported on a three-month lag and had not commenced operations or issued financial statements as of March 31, 2026, this borrowing and the related portfolio investments were not reflected in the Company’s Condensed Consolidated Balance Sheet as of June 30, 2026.
In August 2026, the Consolidated Fund held its first close and refinanced the Bridge Facility with a revolving credit facility that is not guaranteed by HLA. This resulted in the Company no longer being the primary beneficiary of the Fund. Accordingly, during the three months ended September 30, 2026, the Company deconsolidated the Fund resulting in the derecognition of the $145,000 Bridge Facility and net investments of $45,574. The Company did not hold any other interests in the Fund at the time of deconsolidation and there was no gain or loss on derecognition.
20 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
8. Equity
The following table shows a rollforward of the Company’s common stock outstanding since March 31, 2026:
| Class A Common Stock | Class B Common Stock | ||||||||||
| March 31, 2026 | 43,697,484 | 11,836,450 | |||||||||
| Shares repurchased and retired | (558,591) | — | |||||||||
| Awards granted | 856,713 | — | |||||||||
| Shares issued pursuant to Employee Share Purchase Plan | 22,475 | — | |||||||||
| Forfeitures | (5,823) | (74,979) | |||||||||
| Shares repurchased for employee tax withholdings | (9,625) | — | |||||||||
| September 30, 2026 | 44,002,633 | 11,761,471 | |||||||||
Share Repurchases
The Company has a stock repurchase program authorized by its Board of Directors under which the Company may repurchase up to an aggregate of $100,000 of its Class A common stock, of which $20,000 was previously repurchased under the pre-existing authorization, with no share count or duration limitation (the “Stock Repurchase Program”). During the six months ended September 30, 2026, the Company repurchased and retired 558,591 shares of its Class A common stock under the Stock Repurchase Program at a weighted-average price of $89.51 per share, for an aggregate purchase price of approximately $50,000. The Company did not make any repurchases of its Class A common stock under the Stock Repurchase Program during the three months ended September 30, 2026. As of September 30, 2026, approximately $30,000 remained available for repurchase under the Stock Repurchase Program.
Warrant
The Company has an outstanding warrant allowing for purchases of up to a maximum of 400,000 shares of its Class A common stock (the “Warrant”) that was issued to Guardian in a private placement transaction. During the six months ended September 30, 2026, no shares related to the Warrant (“Warrant Shares”) have been exercised, and no additional vestings have taken place.
9. Equity Based Compensation
Restricted Stock Awards
A summary of activity related to restricted stock awards subject to a service-based vesting condition (“Restricted Stock Awards”) for the six months ended September 30, 2026 is presented below:
| Total Unvested | Weighted- Average Grant-Date Fair Value of Award | ||||||||||
| March 31, 2026 | 319,049 | $ | 121.35 | ||||||||
| Granted | 226,393 | $ | 80.48 | ||||||||
| Vested | (38,803) | $ | 125.13 | ||||||||
| Forfeited | (3,649) | $ | 136.32 | ||||||||
| September 30, 2026 | 502,990 | $ | 102.57 | ||||||||
As of September 30, 2026, total unrecognized compensation expense related to restricted stock awards was $43,653.
21 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Performance Awards
A summary of activity related to performance awards subject to both a market-based vesting and a service-based vesting condition (“Performance Awards”) for the six months ended September 30, 2026 is presented below:
| Total Unvested | Weighted- Average Grant-Date Fair Value of Award | ||||||||||
| March 31, 2026 | 1,665,982 | $ | 101.59 | ||||||||
| Granted | 630,320 | $ | 47.04 | ||||||||
| Forfeited | (2,174) | $ | 130.75 | ||||||||
| September 30, 2026 | 2,294,128 | $ | 86.58 | ||||||||
As of September 30, 2026, the unrecognized compensation expense related to the Performance Awards was $125,920.
On September 16, 2026, the Company granted Performance Awards that will vest based upon (i) achieving a compound annual growth rate of total shareholder return of at least 8% as of September 16, 2031 and (ii) continued employment through September 16, 2031.
Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of the Performance Awards granted on September 16, 2026.
| Grant Date Fair Value | $47.04 | ||||
| Closing share price as of grant date | $89.88 | ||||
| Risk Free Rate | 4.9 | % | |||
Volatility(1) | 37.5 | % | |||
| Dividend Yield | 2.7 | % | |||
(1)The Company estimates expected volatility based on the historic volatility of its own Class A common stock.
10. Compensation and Benefits
The Company has recorded the following amounts related to compensation and benefits:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Base compensation and benefits | $ | 56,309 | $ | 55,734 | $ | 139,636 | $ | 109,248 | |||||||||||||||
| Incentive fee compensation | 7,427 | 8,864 | 18,857 | 12,105 | |||||||||||||||||||
| Equity-based compensation | 13,732 | 12,388 | 26,639 | 25,188 | |||||||||||||||||||
| Total compensation and benefits | $ | 77,468 | $ | 76,986 | $ | 185,132 | $ | 146,541 | |||||||||||||||
11. Income Tax
The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim period in which those items occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax; therefore, the effective tax rate can vary from period to period. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized.
The Company’s effective tax rates were 16.6% and 11.9% for the three months ended September 30,
22 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
2026 and 2025, respectively, and 16.7% and 15.2% for the six months ended September 30, 2026 and 2025, respectively. These rates differed from the statutory tax rates due primarily to income allocated to NCI and changes in the valuation allowance recorded against deferred tax assets.
During the six months ended September 30, 2026, the Company made $15,951 of tax receivable agreement payments.
As of September 30, 2026, the Company had no unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) introduced a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion model rules. Several OECD member countries have enacted tax legislation based on certain elements of these rules that became effective on January 1, 2024. Other jurisdictions have announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential change, and phase-in periods. As of September 30, 2026, the Company is not subject to the Pillar Two model rules and will continue to monitor legislative developments and the potential impact on future periods.
12. Earnings per Share
The following table presents the basic earnings per share (“EPS”) for a share of Class A common stock:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Net income attributable to HLI | $ | 77,486 | $ | 70,889 | $ | 157,947 | $ | 124,634 | ||||||||||||
| Weighted-average shares | 41,170,946 | 41,497,552 | 41,334,189 | 41,436,541 | ||||||||||||||||
| Basic EPS of Class A common stock | $ | 1.88 | $ | 1.71 | $ | 3.82 | $ | 3.01 | ||||||||||||
Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating shares. As a result, a separate presentation of basic and diluted EPS of Class B common stock under the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock on a one-for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.
23 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
The following table presents the diluted EPS for a share of Class A common stock:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income attributable to Class A common stockholders - basic | $ | 77,486 | $ | 70,889 | $ | 157,947 | $ | 124,634 | |||||||||||||||
Adjustments to net income: | |||||||||||||||||||||||
| Assumed vesting of employee awards | 121 | 175 | 235 | 304 | |||||||||||||||||||
| Assumed conversion of Class B and Class C units | 22,929 | 21,160 | 46,497 | 37,378 | |||||||||||||||||||
Net income attributable to Class A common stockholders | $ | 100,536 | $ | 92,224 | $ | 204,679 | $ | 162,316 | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding - basic | 41,170,946 | 41,497,552 | 41,334,189 | 41,436,541 | |||||||||||||||||||
| Weighted-average effect of dilutive securities: | |||||||||||||||||||||||
| Assumed vesting of employee awards | 281,473 | 449,506 | 268,187 | 439,337 | |||||||||||||||||||
| Assumed conversion of Class B and Class C units | 12,280,789 | 12,548,352 | 12,280,789 | 12,603,619 | |||||||||||||||||||
Weighted-average shares of Class A common stock outstanding | 53,733,208 | 54,495,410 | 53,883,165 | 54,479,497 | |||||||||||||||||||
| Diluted EPS of Class A common stock | $ | 1.87 | $ | 1.69 | $ | 3.80 | $ | 2.98 | |||||||||||||||
The adjustments to net income for dilutive shares are based upon the additional income that would be allocated to HLI for the change in its ownership percentage due to the dilutive shares and adjusted for the incremental income tax expense related to the additional allocated income. Net income (loss) recorded by HLI on a standalone basis will determine if the Class B and Class C units are dilutive or antidilutive in each respective period.
The following table presents the weighted-average shares excluded from diluted EPS that would have been antidilutive or for which the market or performance conditions have not been achieved as of the period reported:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| Shares | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Performance Awards | 1,484,454 | 1,310,471 | 1,434,184 | 1,304,706 | |||||||||||||||||||
| Warrant Shares | 400,000 | — | 400,000 | — | |||||||||||||||||||
13. Related-Party Transactions
The Company considers its employees, directors, and equity method investments to be related parties.
24 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Related Party Revenue and Receivables
The following table shows revenues and receivables related to the Company’s related parties:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Management and advisory fees from Funds | 138,501 | 116,261 | 274,441 | 223,743 | |||||||||||||||||||
Incentive fees from Funds | 39,263 | 47,396 | 151,794 | 88,317 | |||||||||||||||||||
| Revenue from Funds | $ | 177,764 | $ | 163,657 | $ | 426,235 | $ | 312,060 | |||||||||||||||
| September 30, 2026 | March 31, 2026 | ||||||||||
| Fees receivable from Funds | $ | 166,237 | $ | 132,154 | |||||||
14. Supplemental Cash Flow
| Six Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Non-cash operating activities: | |||||||||||
| Establishment of lease liability in exchange for right of use asset | $ | 15,873 | $ | 436 | |||||||
| Customer incentive asset and related liability | $ | 9,546 | $ | — | |||||||
| Non-cash investing activities: | |||||||||||
| Investments purchased by Consolidated Fund not yet paid | $ | (67,592) | $ | (10,594) | |||||||
| Deconsolidation of net investments held by deconsolidated fund | $ | 45,574 | $ | — | |||||||
| Conversion of note receivable | $ | 6,636 | $ | — | |||||||
| Non-cash financing activities: | |||||||||||
| Deconsolidation of Consolidated Fund debt | $ | 145,000 | $ | — | |||||||
| Dividends declared but not paid | $ | 24,715 | $ | 22,566 | |||||||
| Member distributions declared but not paid | $ | 30,823 | $ | 17,687 | |||||||
| Establishment of payable to related parties pursuant to tax receivable agreement | $ | — | $ | 10,512 | |||||||
15. Commitments and Contingencies
Litigation
In the ordinary course of business, the Company may be subject to various legal, regulatory, and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, the Company does not believe it is probable that any pending or, to its knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect its condensed consolidated financial statements.
Incentive Fees
The Funds have allocated carried interest still subject to contingencies that did not meet the Company’s criteria for revenue recognition in the amounts of $1,589,534 and $1,546,358, net of amounts attributable to NCI, at September 30, 2026 and March 31, 2026, respectively.
If the Company ultimately receives the unrecognized carried interest, a total of $397,383 and $386,589 as of September 30, 2026 and March 31, 2026, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans. Such amounts have not been recorded in the Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Income as the payment is not yet probable.
25 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Leases
The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world. Some leases have the option to extend for an additional term or terminate early. Short-term lease costs are not material.
The following table shows lease costs and other supplemental information related to the Company’s operating leases:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease costs | $ | 3,183 | $ | 2,349 | $ | 5,371 | $ | 4,674 | |||||||||||||||
| Variable lease costs | $ | 615 | $ | 554 | $ | 1,417 | $ | 1,078 | |||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 2,408 | $ | 2,352 | $ | 4,862 | $ | 4,628 | |||||||||||||||
| September 30, 2026 | March 31, 2026 | ||||||||||
| Weighted-average remaining lease term (in years) | 10.1 | 10.5 | |||||||||
| Weighted-average discount rate | 4.1 | % | 3.6 | % | |||||||
As of September 30, 2026, the maturities of operating lease liabilities were as follows:
Remainder of FY2027 | $ | 3,205 | |||
FY2028 | 10,139 | ||||
FY2029 | 9,211 | ||||
FY2030 | 11,389 | ||||
FY2031 | 11,004 | ||||
Thereafter | 68,556 | ||||
Total lease payments | $ | 113,504 | |||
Less: imputed interest | (21,204) | ||||
Total operating lease liabilities | $ | 92,300 | |||
26 | ||||||||
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Commitments
The Company serves as the investment manager of the Funds. The general partner or managing member of each Fund is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances. The Company’s aggregate unfunded commitment to the Funds was $297,011 and $272,151 as of September 30, 2026 and March 31, 2026, respectively.
In connection with certain of the Company’s strategic technology investments, up to 15% of realized gains will be paid to employees as a discretionary bonus, including one of the Company’s Executive Co-Chairmen, for overseeing the initial investments as those gains are realized. The Company has an unrealized net gain on strategic investments of $49,359 as of September 30, 2026.
The Company offers an Employee Investment Program (“EIP”) through which certain employees are able to invest directly into certain Company managed Funds as individual limited partners (“LPs”). The employees also have an option to enter into a loan agreement with the Company or a third-party lender to fund committed capital. The loan is collateralized by the underlying LP’s interest in the fund and return of capital distributions are utilized to pay the outstanding loan balance. The Company entered into a separate agreement with the third-party lender to backstop the employee’s performance under the loan with a commitment to purchase the LP interest from the lender at the greater of fair value or the outstanding balance of the loan in the event of a default by the employee. As of September 30, 2026 and March 31, 2026, the total amount of outstanding loans at the third-party lender under the EIP were $2,939 and $1,663, respectively, and the Company believes the risk of default by an employee to be remote.
16. Subsequent Event
Dividend Declared
On November 3, 2026, the Company announced a quarterly dividend of $0.60 per share of Class A common stock to record holders at the close of business on December 21, 2026. The payment date will be January 7, 2027.
Sale of Investment
On October 8, 2026, the Company sold its interests in a technology investment for $30,798 in cash, recognizing a realized gain of $17,134.
27 | ||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, and our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2026 Form 10-K for a more complete understanding of our financial position and results of operations.
The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Investors should review the “Cautionary Note Regarding Forward-Looking Information” above and the “Risk Factors” detailed in Part I, Item 1A of our 2026 Form 10-K for a discussion of those risks and uncertainties that have the potential to cause actual results to be materially different. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. Unless otherwise indicated, references in this Form 10-Q to fiscal 2026 and fiscal 2025 are to our fiscal years ended March 31, 2026, and 2025, respectively.
Business Overview
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:
•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 $96.0 billion of our assets under management (“AUM”) as of September 30, 2026.
•Specialized Funds: 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. Our specialized funds include both drawdown funds and evergreen funds. Specialized funds comprised $54.7 billion of our AUM as of September 30, 2026.
•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 $929.1 billion of assets under advisement (“AUA”) as of September 30, 2026.
•Distribution Management: We offer distribution management services to our clients through active portfolio management to enhance the realized value of publicly traded stock they receive as distributions in-kind from private equity funds.
28
•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.
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.
Our intermediary clients, which include registered investment advisors, enable us to provide our investment products to a growing set of high-net-worth individuals and family offices. Historically, this segment of investors has had limited options for gaining exposure to the private markets. Hamilton Lane's private wealth platform offers these investors access to private capital and its wealth creation potential. Our differentiators include a global platform, a range of risk/return offerings via both drawdown funds and semi-liquid evergreen funds and across multiple investment strategies.
Recent Transactions
Sale of Investment
On October 8, 2026, we sold our interests in a technology investment for $30.8 million in cash, recognizing a realized gain of $17.1 million.
Key Financial and Operating Measures
Our key financial measures are discussed below.
Revenues
We generate revenues primarily from management and advisory fees and incentive fees.
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.
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.
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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.
Revenues from advisory and reporting, monitoring, data and analytics services are generally annual fixed fees, which vary depending on the services we provide, and are recognized over the service term. In limited cases, advisory service clients are charged basis point fees annually based on the amounts they have committed to invest pursuant to their agreements with us. In other cases where our services are limited to monitoring and reporting on investment portfolios, clients are charged a fee based on the number of investments in their portfolio.
Distribution management fees are generally earned by applying a percentage to AUM or proceeds received. Certain active management clients may elect a fee structure under which they are charged an asset-based fee plus a fee based on net realized and unrealized gains and income net of realized and unrealized losses.
Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which we have a commitment, and performance fees earned on certain other specialized funds and customized separate accounts.
For each of our secondary funds, direct investment funds, strategic opportunity funds and some of our evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, usually 10.0% to 12.5%, subject to a compounded annual preferred return that is generally 6.0% to 8.0%. To the extent that our primary funds also directly make secondary investments and direct investments, they generally earn carried interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments in other private markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return. We recognize carried interest when it is probable that a significant reversal will not occur.
Performance fees are based on the aggregate amount of unrealized or realized gains earned by the applicable specialized fund or customized separate account, subject to the achievement of defined minimum returns to the clients or high-water marks. Performance fees range from 5.0% to 12.5% of net profits, with some subject to a compounded annual preferred return that varies by account but is generally 6.0% to 8.0%. Performance fees are recognized when it is probable that a significant reversal will not occur.
The primary contingency regarding incentive fees is the “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents. Incentive fees are typically only required to be returned on a net of tax basis due to a clawback. As such, the tax-related portion of incentive fees is typically not subject to clawback and is therefore recognized as revenue immediately upon receipt. In the event that a payment is made before it can be recognized as revenue, this amount would be included as deferred incentive fee revenue on our Condensed Consolidated Balance Sheets and recognized as income in accordance with our revenue recognition policy.
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Expenses
Compensation and benefits is our largest expense and consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted stock and performance awards and (c) incentive fee compensation, which consists of carried interest and performance fee allocations. We expect to continue to experience a general rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand geographically and create new products and services.
Our compensation arrangements with our employees contain a significant bonus component driven by the results of our operations. Therefore, as our revenues, profitability and the amount of incentive fees earned by our customized separate accounts and specialized funds increase, our compensation costs rise.
Certain current and former employees participate in a carried interest program whereby approximately 25% of incentive fees from certain of our specialized funds and customized separate accounts are awarded to plan participants. We record compensation expense payable to plan participants as the incentive fees become estimable and collection is probable.
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.
Other Income (Expense)
Equity in income of investees primarily represents our share of earnings from our investments in our specialized funds and certain customized separate accounts in which we have a commitment. Equity income primarily comprises our share of the net realized and unrealized gains (losses) and investment income partially offset by the expenses from these investments.
We have commitments in our specialized funds and certain customized separate accounts that invest solely in primary funds, secondary funds and direct investments, as well as those that invest across investment types. Equity in income of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases. Since our direct investment funds invest in underlying portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds. Our specialized funds and customized separate accounts invest across industries, strategies and geographies, and therefore our investments do not include any significant concentrations in a specific sector or area outside the United States.
Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs, amortization of original issue discount and the write-off of deferred financing costs due to the repayment of previously outstanding debt.
Interest income is income earned on cash and cash equivalents.
Non-operating gain, net consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.
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
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by us, have commitments as well as interest income, net gain on investments and interest expense on consolidated funds.
Income Tax Expense
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.
Non-controlling interests
NCI reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. NCI are presented as separate components in our Condensed Consolidated Statements of Income to clearly distinguish between our interests and the economic interests of third parties and employees in those entities.
Fee-Earning AUM
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.
Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Our definition of fee-earning AUM is not based on any definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.
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Consolidated Results of Operations
The following is a discussion of our consolidated results of operations for the three and six months ended September 30, 2026 and 2025. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Management and advisory fees | $ | 164,029 | $ | 142,127 | $ | 325,396 | $ | 275,822 | |||||||||||||||
| Incentive fees | 40,401 | 44,551 | 154,365 | 86,813 | |||||||||||||||||||
| Consolidated Funds and Partnerships: | |||||||||||||||||||||||
| Incentive fees | — | 4,202 | — | 4,202 | |||||||||||||||||||
| Total revenues | 204,430 | 190,880 | 479,761 | 366,837 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | 77,468 | 76,986 | 185,132 | 146,541 | |||||||||||||||||||
| General, administrative and other | 38,040 | 33,549 | 76,247 | 62,492 | |||||||||||||||||||
| Consolidated Funds and Partnerships: | |||||||||||||||||||||||
| General, administrative and other | 2,601 | 630 | 5,590 | 1,114 | |||||||||||||||||||
| Total expenses | 118,109 | 111,165 | 266,969 | 210,147 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Equity in income of investees | 23,879 | 20,069 | 26,914 | 29,508 | |||||||||||||||||||
| Interest expense | (3,467) | (3,830) | (6,964) | (7,687) | |||||||||||||||||||
| Interest income | 2,964 | 2,643 | 6,144 | 5,438 | |||||||||||||||||||
| Non-operating gain, net | 16,260 | 35 | 15,665 | 482 | |||||||||||||||||||
| Consolidated Funds and Partnerships: | |||||||||||||||||||||||
| Equity in income of investees | 2,093 | 551 | 1,724 | 1,421 | |||||||||||||||||||
| Net gain on investments | 49,978 | 17,927 | 70,790 | 26,466 | |||||||||||||||||||
| Interest income | 575 | 472 | 1,505 | 711 | |||||||||||||||||||
| Total other income (expense) | 92,282 | 37,867 | 115,778 | 56,339 | |||||||||||||||||||
| Income before income taxes | 178,603 | 117,582 | 328,570 | 213,029 | |||||||||||||||||||
| Income tax expense | 29,683 | 13,978 | 54,766 | 32,356 | |||||||||||||||||||
| Net income | 148,920 | 103,604 | 273,804 | 180,673 | |||||||||||||||||||
| Less: Income attributable to non-controlling interests in Consolidated Funds and Partnerships | 39,855 | 7,378 | 53,490 | 8,982 | |||||||||||||||||||
| Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 31,579 | 25,337 | 62,367 | 47,057 | |||||||||||||||||||
| Net income attributable to Hamilton Lane Incorporated | $ | 77,486 | $ | 70,889 | $ | 157,947 | $ | 124,634 | |||||||||||||||
| Basic earnings per share of Class A common stock | $ | 1.88 | $ | 1.71 | $ | 3.82 | $ | 3.01 | |||||||||||||||
| Diluted earnings per share of Class A common stock | $ | 1.87 | $ | 1.69 | $ | 3.80 | $ | 2.98 | |||||||||||||||
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Revenues
The following table shows our total revenues (excluding consolidated funds (“Consolidated Funds”) and general partner entities that are not wholly-owned (“Partnerships”)):
| (in thousands) | Three Months Ended September 30, | Total Change | |||||||||||||||
Revenues | 2026 | 2025 | |||||||||||||||
| Management and advisory fees | |||||||||||||||||
Specialized funds | $ | 109,676 | $ | 89,857 | $ | 19,819 | |||||||||||
Customized separate accounts | 34,037 | 35,771 | (1,734) | ||||||||||||||
Advisory | 4,498 | 5,431 | (933) | ||||||||||||||
Reporting, monitoring, data and analytics | 9,704 | 8,644 | 1,060 | ||||||||||||||
Distribution management | 1,705 | 452 | 1,253 | ||||||||||||||
Fund reimbursement revenue | 4,409 | 1,972 | 2,437 | ||||||||||||||
Total management and advisory fees | 164,029 | 142,127 | 21,902 | ||||||||||||||
Incentive fees | |||||||||||||||||
| Specialized funds | 32,034 | 31,477 | 557 | ||||||||||||||
| Customized separate accounts | 8,367 | 13,074 | (4,707) | ||||||||||||||
| Total incentive fees | 40,401 | 44,551 | (4,150) | ||||||||||||||
| Total revenues | $ | 204,430 | $ | 186,678 | $ | 17,752 | |||||||||||
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Total revenues increased $17.8 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due to an increase in management and advisory fees, partially offset by a decrease in incentive fees.
Management and advisory fees increased $21.9 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Specialized funds revenue increased $19.8 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to increases of $17.8 million in revenue from our evergreen funds, $1.7 million in revenue from our latest secondary fund, and $1.2 million in revenue from our latest direct equity fund, which added $6.3 billion, $0.8 billion, and $0.9 billion, respectively, in fee-earning AUM between periods. Reporting, monitoring, data and analytics revenue increased $1.1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to increased subscriptions of our technology solutions. Fund reimbursement revenue increased $2.4 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to the timing of fund related expenses. Customized separate accounts revenue decreased $1.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 due to one-time contractual true-ups for customized separate account commitments to specialized funds. Advisory revenue decreased $0.9 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 due primarily to advisory agreements reaching the end of their term.
Incentive fees decreased $4.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to a decrease in carried interest from our customized separate accounts during the three months ended September 30, 2026.
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| (in thousands) | Six Months Ended September 30, | Total Change | |||||||||||||||
Revenues | 2026 | 2025 | |||||||||||||||
| Management and advisory fees | |||||||||||||||||
Specialized funds | $ | 218,495 | $ | 172,602 | $ | 45,893 | |||||||||||
Customized separate accounts | 68,727 | 70,346 | (1,619) | ||||||||||||||
Advisory | 9,053 | 10,917 | (1,864) | ||||||||||||||
Reporting, monitoring, data and analytics | 19,612 | 17,037 | 2,575 | ||||||||||||||
Distribution management | 1,962 | 1,427 | 535 | ||||||||||||||
Fund reimbursement revenue | 7,547 | 3,493 | 4,054 | ||||||||||||||
Total management and advisory fees | 325,396 | 275,822 | 49,574 | ||||||||||||||
Incentive fees | |||||||||||||||||
| Specialized funds | 139,591 | 69,686 | 69,905 | ||||||||||||||
| Customized separate accounts | 14,774 | 17,127 | (2,353) | ||||||||||||||
| Total incentive fees | 154,365 | 86,813 | 67,552 | ||||||||||||||
| Total revenues | $ | 479,761 | $ | 362,635 | $ | 117,126 | |||||||||||
Six months ended September 30, 2026 compared to six months ended September 30, 2025
Total revenues increased $117.1 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due to increases in both management and advisory fees and incentive fees.
Management and advisory fees increased $49.6 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025. Specialized funds revenue increased $45.9 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to increases of $36.9 million in revenue from our evergreen funds, $5.0 million in revenue from our latest direct equity fund, and $1.7 million in revenue from our latest secondary fund, which added $6.3 billion, $0.9 billion, and $0.8 billion, respectively, in fee-earning AUM between periods. Revenue from our specialized funds for the six months ended September 30, 2026 included $2.1 million of retroactive fees from our latest direct equity fund. Fund reimbursement revenue increased $4.1 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025 due primarily to the timing of fund related expenses. Reporting, monitoring, data and analytics revenue increased $2.6 million, due primarily to increased subscriptions of our technology solutions. Advisory revenue decreased $1.9 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025 due primarily to advisory agreements reaching the end of their term. Customized separate accounts revenue decreased $1.6 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025 due to one-time contractual true-ups for customized separate account commitments to specialized funds.
Incentive fees increased $67.6 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to an increase in evergreen-related performance fees, partially offset by a decrease in carried interest from our customized separate accounts during the six months ended September 30, 2026.
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Expenses
The following table shows our expenses (excluding Consolidated Funds and Partnerships):
| Three Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| Expenses | |||||||||||||||||
| Compensation and benefits | |||||||||||||||||
| Base compensation and benefits | $ | 56,309 | $ | 55,734 | $ | 575 | |||||||||||
| Incentive fee compensation | 7,427 | 8,864 | (1,437) | ||||||||||||||
| Equity-based compensation | 13,732 | 12,388 | 1,344 | ||||||||||||||
| Total compensation and benefits | 77,468 | 76,986 | 482 | ||||||||||||||
| General, administrative and other | 38,040 | 33,549 | 4,491 | ||||||||||||||
| Total expenses | $ | 115,508 | $ | 110,535 | $ | 4,973 | |||||||||||
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Total expenses increased $5.0 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to increases in general, administrative and other expenses.
Compensation and benefits expenses remained flat for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Incentive fee compensation decreased $1.4 million for the three months ended September 30, 2026, due primarily to a decrease in carried interest revenue compared to the prior year period. Equity-based compensation increased $1.3 million for the three months ended September 30, 2026, driven primarily by awards granted between September 30, 2025 and September 30, 2026.
General, administrative and other expenses increased $4.5 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This change was due primarily to increases in consulting and professional fees of $1.1 million, technology related expenses of $1.7 million, marketing and conference related expense of $1.6 million, and fund reimbursement expense of $0.4 million, partially offset by decreases in other expenses.
| Six Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| Expenses | |||||||||||||||||
| Compensation and benefits | |||||||||||||||||
| Base compensation and benefits | $ | 139,636 | $ | 109,248 | $ | 30,388 | |||||||||||
| Incentive fee compensation | 18,857 | 12,105 | 6,752 | ||||||||||||||
| Equity-based compensation | 26,639 | 25,188 | 1,451 | ||||||||||||||
| Total compensation and benefits | 185,132 | 146,541 | 38,591 | ||||||||||||||
| General, administrative and other | 76,247 | 62,492 | 13,755 | ||||||||||||||
| Total expenses | $ | 261,379 | $ | 209,033 | $ | 52,346 | |||||||||||
Six months ended September 30, 2026 compared to six months ended September 30, 2025
Total expenses increased $52.3 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due to increases in both compensation and benefits and general, administrative and other expenses.
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Compensation and benefits expenses increased $38.6 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025. Base compensation and benefits increased $30.4 million, 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. Equity-based compensation increased $1.5 million for the six months ended September 30, 2026, driven primarily by awards granted between September 30, 2025 and September 30, 2026. Incentive fee compensation increased $6.8 million for the six months ended September 30, 2026 due to an increase in carried interest revenue compared to the prior year period.
General, administrative and other expenses increased $13.8 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025. This change was due primarily to increases in consulting and professional fees of $3.6 million, fund reimbursement expense of $3.4 million, technology related expense of $2.1 million, marketing and conference related expenses of $1.7 million and commissions of $1.2 million.
Other Income (Expense)
The following table shows our total other income (expense) (excluding Consolidated Funds and Partnerships):
| Three Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
Other income (expense) | |||||||||||||||||
| Equity in income of investees | |||||||||||||||||
Primary funds | $ | 1,912 | $ | 1,320 | $ | 592 | |||||||||||
Direct investment funds | 4,052 | 3,620 | 432 | ||||||||||||||
Secondary funds | 932 | 3,213 | (2,281) | ||||||||||||||
Customized separate accounts | 5,218 | 4,389 | 829 | ||||||||||||||
| Evergreen funds | 11,764 | 7,662 | 4,102 | ||||||||||||||
Other equity method investments | 1 | (135) | 136 | ||||||||||||||
| Total equity in income of investees | 23,879 | 20,069 | 3,810 | ||||||||||||||
| Interest expense | (3,467) | (3,830) | 363 | ||||||||||||||
| Interest income | 2,964 | 2,643 | 321 | ||||||||||||||
| Non-operating gain, net | 16,260 | 35 | 16,225 | ||||||||||||||
| Total other income (expense) | $ | 39,636 | $ | 18,917 | $ | 20,719 | |||||||||||
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Other income (expense) increased $20.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to an increase in non-operating gain, net and equity in income of investees.
Non-operating gain, net, increased $16.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to an unrealized gain of $15.6 million recognized on a publicly traded technology investment during the three months ended September 30, 2026.
Equity in income of investees increased by $3.8 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to increases in investment valuations on our evergreen funds and customized separate accounts, partially offset by fluctuations in publicly traded investments held by secondary funds.
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| Six Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
Other income (expense) | |||||||||||||||||
| Equity in income of investees | |||||||||||||||||
Primary funds | $ | 2,444 | $ | 2,088 | $ | 356 | |||||||||||
Direct investment funds | 4,425 | 4,499 | (74) | ||||||||||||||
Secondary funds | (404) | 5,563 | (5,967) | ||||||||||||||
Customized separate accounts | 6,380 | 6,972 | (592) | ||||||||||||||
| Evergreen funds | 14,020 | 10,772 | 3,248 | ||||||||||||||
Other equity method investments | 49 | (386) | 435 | ||||||||||||||
| Total equity in income of investees | 26,914 | 29,508 | (2,594) | ||||||||||||||
| Interest expense | (6,964) | (7,687) | 723 | ||||||||||||||
| Interest income | 6,144 | 5,438 | 706 | ||||||||||||||
| Non-operating gain, net | 15,665 | 482 | 15,183 | ||||||||||||||
| Total other income (expense) | $ | 41,759 | $ | 27,741 | $ | 14,018 | |||||||||||
Six months ended September 30, 2026 compared to six months ended September 30, 2025
Other income (expense) increased $14.0 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to an increase in non-operating gain, net, partially offset by a decrease in equity in income of investees.
Non-operating gain, net, increased $15.2 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to an unrealized gain of $15.6 million recognized on a publicly traded technology investment during the six months ended September 30, 2026.
Equity in income of investees decreased by $2.6 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to fluctuations in publicly traded investments held by secondary funds, partially offset by larger increases in investment valuations on evergreen funds.
Consolidated Funds and Partnerships
The following table shows the results of operations of Consolidated Funds and Partnerships:
| Three Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
Revenue | |||||||||||||||||
| Incentive fees | $ | — | $ | 4,202 | $ | (4,202) | |||||||||||
Expenses | |||||||||||||||||
General, administrative and other | $ | 2,601 | $ | 630 | $ | 1,971 | |||||||||||
| Other income (expense) | |||||||||||||||||
| Equity in income of investees | $ | 2,093 | $ | 551 | $ | 1,542 | |||||||||||
| Net gain on investments | 49,978 | 17,927 | 32,051 | ||||||||||||||
| Interest income | 575 | 472 | 103 | ||||||||||||||
| Total other income (expense) | $ | 52,646 | $ | 18,950 | $ | 33,696 | |||||||||||
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Three months ended September 30, 2026 compared to three months ended September 30, 2025
Other income (expense) of Consolidated Funds and Partnerships increased $33.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to increased investment activity of Funds consolidated between periods and valuation increases on equity investments held by consolidated partnerships during the three months ended September 30, 2026.
General, administrative and other expenses of Consolidated Funds and Partnerships increased $2.0 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to new funds that are consolidated and increased fund activity.
| Six Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
Revenue | |||||||||||||||||
| Incentive fees | $ | — | $ | 4,202 | $ | (4,202) | |||||||||||
Expenses | |||||||||||||||||
General, administrative and other | $ | 5,590 | $ | 1,114 | $ | 4,476 | |||||||||||
| Other income (expense) | |||||||||||||||||
| Equity in income of investees | $ | 1,724 | $ | 1,421 | $ | 303 | |||||||||||
| Net gain on investments | 70,790 | 26,466 | 44,324 | ||||||||||||||
| Interest income | 1,505 | 711 | 794 | ||||||||||||||
| Total other income (expense) | $ | 74,019 | $ | 28,598 | $ | 45,421 | |||||||||||
Six months ended September 30, 2026 compared to six months ended September 30, 2025
Other income (expense) of Consolidated Funds and Partnerships increased $45.4 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to increased investment activity of Funds consolidated between periods.
General, administrative and other expenses of Consolidated Funds and Partnerships increased $4.5 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to new funds that are consolidated and increased fund activity.
Income Tax Expense
The Company’s effective tax rates were 16.6% and 11.9% for the three months ended September 30, 2026 and 2025, respectively, and 16.7% and 15.2% for the six months ended September 30, 2026 and 2025, respectively. These rates differed from the statutory tax rates due primarily to income allocated to NCI and changes in the valuation allowance recorded against deferred tax assets. The effective tax rates for the three and six months ended September 30, 2026 were higher than the three and six months ended September 30, 2025 due primarily to a smaller decrease in the valuation allowance against deferred tax assets recorded during the three and six months ended September 30, 2026.
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Non-Controlling Interests
The following table shows income attributable to NCI:
| Three Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| Income attributable to non-controlling interests in Consolidated Funds and Partnerships | 39,855 | 7,378 | $ | 32,477 | |||||||||||||
| Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 31,579 | 25,337 | 6,242 | ||||||||||||||
| $ | 71,434 | $ | 32,715 | $ | 38,719 | ||||||||||||
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Net income attributable to NCI increased $38.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to an increase in overall net income during the period.
Net income attributable to NCI in Consolidated Funds and Partnerships increased $32.5 million for the three months ended September 30, 2026 compared to the three months ended September 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.
Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. increased $6.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due primarily to an overall increase in net income.
| Six Months Ended September 30, | Total Change | ||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| Income attributable to non-controlling interests in Consolidated Funds and Partnerships | $ | 53,490 | $ | 8,982 | $ | 44,508 | |||||||||||
| Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 62,367 | 47,057 | 15,310 | ||||||||||||||
| $ | 115,857 | $ | 56,039 | $ | 59,818 | ||||||||||||
Six months ended September 30, 2026 compared to six months ended September 30, 2025
Net income attributable to NCI increased $59.8 million for the six months ended September 30, 2026, compared to the six months ended September 30, 2025, due primarily to an increase in overall net income during the period.
Net income attributable to NCI in consolidated Funds and Partnerships increased $44.5 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025. 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.
Net income attributable to NCI in Hamilton Lane Advisors, L.L.C. increased $15.3 million for the six months ended September 30, 2026 compared to the six months ended September 30, 2025, due primarily to an overall increase in net income.
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Fee-Earning AUM
The following table provides the period to period roll-forward of our fee-earning AUM.
| Three Months Ended September 30, 2026 | Six Months Ended September 30, 2026 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Customized Separate Accounts | Specialized Funds | Total | Customized Separate Accounts | Specialized Funds | Total | ||||||||||||||||||
| Balance, beginning of period | $ | 41,098 | $ | 42,594 | $ | 83,692 | $ | 40,943 | $ | 40,569 | $ | 81,512 | |||||||||||
Contributions (1) | 1,363 | 2,345 | 3,708 | 2,600 | 4,752 | 7,352 | |||||||||||||||||
Distributions (2) | (1,040) | (891) | (1,931) | (2,065) | (1,946) | (4,011) | |||||||||||||||||
Foreign exchange, market value and other (3) | 39 | 418 | 457 | (18) | 1,091 | 1,073 | |||||||||||||||||
| Balance, end of period | $ | 41,460 | $ | 44,466 | $ | 85,926 | $ | 41,460 | $ | 44,466 | $ | 85,926 | |||||||||||
(1)Contributions represent (i) new commitments from customized separate accounts and specialized funds that earn fees on a committed capital fee base and (ii) capital contributions to underlying investments from customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base.
(2)Distributions represent (i) returns of capital in customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base, (ii) reductions in fee-earning AUM from separate accounts and specialized funds that moved from a committed capital to net invested capital fee base and (iii) reductions in fee-earning AUM from customized separate accounts and specialized funds that are no longer earning fees.
(3)Foreign exchange, market value and other consists primarily of (i) the impact of foreign exchange rate fluctuations for customized separate accounts and specialized funds that earn fees on non-U.S. dollar denominated commitments and (ii) market value appreciation (depreciation) from customized separate accounts and specialized funds that earn fees on a NAV fee base.
Three months ended September 30, 2026
Fee-earning AUM increased $2.2 billion during the three months ended September 30, 2026, due primarily to contributions.
Customized separate accounts fee-earning AUM increased $0.4 billion for the three months ended September 30, 2026. Customized separate accounts contributions were $1.4 billion for the three months ended September 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 September 30, 2026, due primarily to $0.5 billion from accounts reaching the end of their fund term, $0.4 billion from returns of capital in accounts earning fees on a net invested capital or NAV, and $0.1 billion from accounts moving from a committed to net invested capital fee base.
Specialized funds fee-earning AUM increased $1.9 billion for the three months ended September 30, 2026. Specialized fund contributions were $2.3 billion for the three months ended September 30, 2026, due primarily to $1.1 billion from our evergreen funds and $0.8 billion from our latest secondary fund. Distributions were $0.9 billion for the three months ended September 30, 2026, due primarily to redemptions from evergreen funds and returns of capital.
Six months ended September 30, 2026
Fee-earning AUM increased $4.4 billion during the six months ended September 30, 2026, due primarily to contributions.
Customized separate accounts fee-earning AUM increased $0.5 billion for the six months ended September 30, 2026. Customized separate accounts contributions were $2.6 billion for the six months ended September 30, 2026, due to the addition of new accounts, additional allocations from existing accounts and
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continued investment activity. Distributions were $2.1 billion for the six months ended September 30, 2026, due primarily to $0.9 billion from returns of capital in accounts earning fees on a net invested capital or NAV, $0.9 billion from accounts reaching the end of their fund term, and $0.3 billion from accounts moving from a committed to net invested capital fee base.
Specialized funds fee-earning AUM increased $3.9 billion for the six months ended September 30, 2026. Specialized fund contributions were $4.8 billion for the six months ended September 30, 2026, due primarily to $2.4 billion from our evergreen funds, $0.8 billion from our latest secondary fund, and $0.5 billion from our latest infrastructure fund. Distributions were $1.9 billion for the six months ended September 30, 2026, due primarily to redemptions from evergreen funds and returns of capital.
Non-GAAP Financial Measures
Below is a description of our unaudited non-GAAP financial measures. These are not measures of financial performance under GAAP and should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below. These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
Fee Related Earnings
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.
Fee related performance revenues (“FRPR”) are incentive fees expected to be measured and received from certain of our funds on a recurring basis and are not dependent on realization events of the fund’s underlying investments. FRPR includes incentive fees earned from Consolidated Funds that are eliminated under GAAP. We believe FRPR is useful to investors because it provides additional insight into our recurring revenues.
Adjusted EBITDA
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.
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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, 2026 and 2025:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Net income attributable to Hamilton Lane Incorporated | $ | 77,486 | $ | 70,889 | $ | 157,947 | $ | 124,634 | ||||||||||||
Income attributable to non-controlling interests in Consolidated Funds and Partnerships | 39,855 | 7,378 | 53,490 | 8,982 | ||||||||||||||||
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 31,579 | 25,337 | 62,367 | 47,057 | ||||||||||||||||
Incentive fees | (40,401) | (48,753) | (154,365) | (91,015) | ||||||||||||||||
Incentive fee related compensation (1) | 14,111 | 16,842 | 35,829 | 23,002 | ||||||||||||||||
| Fee related performance revenues | 11,014 | 16,215 | 83,514 | 45,735 | ||||||||||||||||
Equity-based compensation | 13,732 | 12,388 | 26,639 | 25,188 | ||||||||||||||||
| Consolidated Funds related general, administrative and other expenses | 2,601 | 630 | 5,590 | 1,091 | ||||||||||||||||
| Management fees related to Consolidated Funds | 3,351 | — | 5,183 | 57 | ||||||||||||||||
| Non-operating income related compensation | 52 | — | 52 | — | ||||||||||||||||
| Income tax expense | 29,683 | 13,978 | 54,766 | 32,356 | ||||||||||||||||
| Other income (expense) | (92,282) | (37,867) | (115,778) | (56,339) | ||||||||||||||||
Fee Related Earnings | $ | 90,781 | $ | 77,037 | $ | 215,234 | $ | 160,748 | ||||||||||||
Depreciation and amortization | 2,417 | 2,519 | 4,945 | 5,047 | ||||||||||||||||
Incentive fees | 40,401 | 48,753 | 154,365 | 91,015 | ||||||||||||||||
Incentive fees attributable to non-controlling interests | — | (179) | — | (179) | ||||||||||||||||
Incentive fee related compensation (1) | (14,111) | (16,842) | (35,829) | (23,002) | ||||||||||||||||
| Fee related performance revenues | (11,014) | (16,215) | (83,514) | (45,735) | ||||||||||||||||
| Fee related performance revenues related to Consolidated Funds | 320 | 3,099 | 4,578 | 3,324 | ||||||||||||||||
| Non-operating income related compensation | (52) | — | (52) | — | ||||||||||||||||
Interest income | 2,964 | 2,643 | 6,144 | 5,438 | ||||||||||||||||
Adjusted EBITDA | $ | 111,706 | $ | 100,815 | $ | 265,871 | $ | 196,656 | ||||||||||||
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Non-GAAP Earnings Per Share
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. Adjusted shares outstanding for the three and six months ended September 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.
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, 2026 and 2025:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||
| (in thousands, except share and per-share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Net income attributable to Hamilton Lane Incorporated | $ | 77,486 | $ | 70,889 | $ | 157,947 | $ | 124,634 | ||||||||||||
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. | 31,579 | 25,337 | 62,367 | 47,057 | ||||||||||||||||
Income tax expense | 29,683 | 13,978 | 54,766 | 32,356 | ||||||||||||||||
Adjusted pre-tax net income | 138,748 | 110,204 | 275,080 | 204,047 | ||||||||||||||||
Adjusted income taxes (1) | (32,603) | (26,118) | (64,368) | (48,359) | ||||||||||||||||
Adjusted net income | $ | 106,145 | $ | 84,086 | $ | 210,712 | $ | 155,688 | ||||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | 53,733,208 | 54,495,410 | 53,883,165 | 54,479,497 | ||||||||||||||||
Non-GAAP EPS | $ | 1.98 | $ | 1.54 | $ | 3.91 | $ | 2.86 | ||||||||||||
(1) For the three and six months ended September 30, 2026 and 2025, represents corporate income taxes at a blended federal, state, local and foreign statutory tax rate of 23.4% and 23.7%, respectively, applied to adjusted pre-tax net income. 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%. 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%.
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Investment Performance
The following tables present information relating to the historical performance of our significant specialized funds. The data are presented from the date indicated through June 30, 2026 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.
When considering the data presented below, note that the historical results of our specialized funds are not indicative of the future results you should expect from such investments, from any future investment funds we may raise or from an investment in our Class A common stock, in part because:
•market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future;
•the performance of our funds is generally calculated on the basis of the NAV of the funds’ investments, including unrealized gains, which may never be realized;
•our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;
•our newly-established funds may generate lower returns during the period that they initially deploy their capital;
•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;
•the performance of particular funds also will be affected by risks of the industries and businesses in which they invest; and
•we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns than our previous funds.
The historical and potential future returns of the investment funds we manage are not directly linked to returns on our Class A common stock. Therefore, you should not conclude that continued positive performance of the investment funds we manage will necessarily result in positive returns on an investment in our Class A common stock. As used in this discussion, internal rate of return (“IRR”) is calculated on a pooled basis using daily cash flows. See “—Performance Methodology” below for more information on how our returns are calculated.
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Specialized Fund Performance
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.
Drawdown Fund Performance
Gross Returns — Realized and Unrealized
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Evergreen Fund Performance
| Fund | Inception date | NAV ($M) | Total Annualized Return Since Inception (Net)(1) | ||||||||
Global Multi-Strategy Evergreen Fund(1) | May 2019 | 6,801 | 12.5 | % | |||||||
US Multi-Strategy Evergreen Fund(1)(2) | January 2021 | 6,464 | 16.2 | % | |||||||
Global Credit Evergreen Fund(1)(3) | January 2023 | 2,213 | 8.9 | % | |||||||
Global Infrastructure Evergreen Fund(1)(4) | February 2024 | 1,053 | 24.0 | % | |||||||
(1)Returns are presented for the institutional share class of the applicable fund(s). Performance varies by share class due to differing fee structures. Returns for other share classes may be lower due to higher management fees, distribution fees, selling commissions or other class-specific expenses.
(2)Total Annualized Return Since Inception reflects the monthly performance of the Evergreen Private Fund L.P. from September 1, 2020 through December 31, 2020, and the Fund from January 4, 2021 through the end of the reporting period. The Fund was under common management of Evergreen Private Fund L.P.
(3)The Fund’s Class I-USD Shares commenced operations on January 1, 2023. Therefore, the returns shown for the periods prior to that time are based on the returns of the Class F-USD Shares, adjusted for the higher expenses of the I-USD Shares.
(4)I-USD (Acc.) share class performance prior to September 2, 2024 reflects the performance of HL Private Infra Fund Cayman Holdings LP (“Holdings”) and is not direct past performance of the Fund.
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Performance Methodology
Drawdown Fund Performance Methodology
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.
Our IRR represents the pooled IRR for all discretionary investments for the period from inception to June 30, 2026. Gross IRR is presented net of management fees, carried interest and expenses charged by the general partners of the underlying investments, but does not include our management fees, carried interest or expenses. Our gross IRR would decrease with the inclusion of our management fees, carried interest and expenses. Net IRR is net of all management fees, carried interest and expenses charged by the general partners of the underlying investments, as well as by us. Net IRR figures for our funds do not include cash flows attributable to the general partner. Note that secondary portfolio IRRs can be initially impacted by purchase discounts (or premiums) paid at the closing of a transaction, the impact of which will diminish over time.
“Capital Invested” refers to the total amount of all investments made by a fund, including commitment-reducing and non-commitment-reducing capital calls. “Multiple” represents total distributions from underlying investments to the fund plus the fund’s market value divided by total contributed capital. “Gross Multiple” is presented net of management fees, carried interest and expenses charged by the fund managers of the underlying investments.
Specialized fund and pre-fund performance does not include ten funds-of-funds that have investor-specific investment guidelines.
Many of our specialized funds utilize revolving credit facilities, which provide capital that is available to fund investments or pay partnership expenses and management fees. Borrowings may be paid down from time to time with investor capital contributions or distributions from investments. The use of a credit facility affects the fund’s return and magnifies the performance on the upside or on the downside.
Evergreen Fund Performance Methodology
For our evergreen funds, total return is calculated on a NAV-per-unit (or per-share) basis and reflects the percentage change in NAV per unit over the applicable measurement period, inclusive of reinvested distributions and net of all management fees, incentive fees and fund-level expenses. Returns are presented for the institutional share class of the applicable funds. Total return since inception represents the annualized
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compounded return from the fund’s inception date through June 30, 2026. Total return assumes the reinvestment of all distributions received during the period at NAV. Total return does not reflect the impact of any applicable sales charges or taxes payable by investors. Each of our evergreen funds offers multiple share classes with varying fee structures, and returns for other share classes may differ, and in some cases may be lower, due to higher management fees, distribution fees, selling commissions or other class-specific expenses.
All evergreen fund performance information is presented on a 90-day lag from our fiscal quarter end. Performance results presented are historical and do not guarantee future results.
Liquidity and Capital Resources
Historical Liquidity and Capital Resources
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) providing seed capital to new specialized funds; (5) making dividend payments to our stockholders and distributions to holders of HLA units; (6) borrowings, interest payments and repayments under our outstanding debt; and (7) making strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions. As of September 30, 2026 and March 31, 2026, our cash and cash equivalents were $336.2 million and $361.0 million, respectively. These amounts exclude cash and cash equivalents held at Consolidated Funds and Partnerships and restricted cash, which are not available to support our general liquidity needs.
Our material sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to amount and timing; and (3) fund distributions related to investments in our specialized funds and certain customized separate accounts that we manage. We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures, distributions to our owners and to fund commitments to certain of our specialized funds and customized separate accounts. If cash flow from operations was insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.
We have also accessed the capital markets and used proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement.
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Senior Notes and Loan Agreements
In 2024, HLA issued $100.0 million aggregate principal amount of 5.28% senior notes due October 15, 2029 (the “Senior Notes”) pursuant to a note purchase agreement (the “Note Purchase Agreement”) among HLA and the institutional purchasers party thereto in a private placement transaction. Interest on the Senior Notes is payable semi-annually in arrears and commenced on April 15, 2025. Interest on the Senior Notes accrues from and including October 8, 2024. The Senior Notes will mature on October 15, 2029.
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 $325.0 million (the “Cap”).
On April 29, 2026, we amended each of the Term Loan Agreement, Revolving Loan Agreement, the 2020 Multi-Draw Term Loan Agreement and the 2022 Multi-Draw Term Loan Agreement to, among other things, (a) add a covenant regarding a revolving credit facility to be established for the benefit of certain of our funds, (b) expand the scope of warehouse financing arrangements permitted under the Loan Agreements, subject to an aggregate cap of $500.0 million, (c) increase the cap on certain unsecured guarantees of debt that HLA may provide from $25.0 million to $70.0 million, and (d) add a $20.0 million cap on the aggregate amount of unsecured indebtedness HLA may incur in the normal course of business.
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, 2026, we had an outstanding balance of $78.1 million under the Term Loan Agreement.
The Revolving Loan Agreement provides that the aggregate outstanding balance will not exceed $50.0 million, subject to the Cap, and has a maturity date of October 6, 2027. The interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. As of September 30, 2026, we did not have an outstanding balance under the Revolving Loan Agreement.
The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $100.0 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, 2026, we had an outstanding balance of $92.5 million under the 2020 Multi-Draw Term Loan Agreement.
The 2022 Multi-Draw Term Loan Agreement provides for term loans in an aggregate principal amount of up to $50.0 million, subject to the Cap, and has a maturity date of October 1, 2029. The interest rate for borrowings is equal to the greater of (i) the prime rate minus 1.35% and (ii) 3.00%. As of September 30, 2026, 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 $50.0 million in the aggregate, subject to the Cap, through October 6, 2027.
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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) $185.0 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, 2026 and March 31, 2026, the principal amount of debt outstanding equaled $270.6 million and $280.6 million, respectively. We had $154.4 million in availability under the Loan Agreements as of September 30, 2026.
Consolidated Fund Bridge Facility
In May 2026, a Consolidated Fund entered into a credit agreement with JPMorgan providing for term loan commitments of up to $250.0 million (the “Bridge Facility”) to finance the acquisition of portfolio investments in advance of anticipated capital calls to be made to the Fund’s limited partners. HLA provided an unconditional guaranty of payment of the Consolidated Fund’s obligations under the Bridge Facility, subject to a maximum liability of $250.0 million.
On June 29, 2026, the Consolidated Fund drew $145.0 million under the Bridge Facility to fund the acquisition of portfolio investments. In August 2026, the Consolidated Fund held its first close and refinanced the Bridge Facility with a revolving credit facility that is not guaranteed by HLA. This resulted in us no longer being the primary beneficiary of the Fund. Accordingly, during the three months ended September 30, 2026, we deconsolidated the Fund resulting in the derecognition of the $145.0 million Bridge Facility. No amounts were paid by HLA under the guaranty.
Future Sources and Uses of Liquidity
We generate significant cash flows from operating activities. We believe that we will be able to continue to meet our short-term and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents and our ability to obtain future external financing. However, the availability of capital from the Loan Agreements and our cash balances are exposed to the credit risks of the financial institutions at which they are held. If events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any such events, occur, our ability to access existing cash, cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities to pay operational and other costs, may be threatened or lost.
We will also continue to evaluate opportunities, based on market conditions, to access the capital markets for working capital or to use proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement. The timing or size of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.
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We will also continue to evaluate opportunities to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions.
We expect to continue to use our balance sheet to support the launch and growth of our specialized funds and customized separate accounts. In addition to funding the capital commitments we have made to certain of our specialized funds and customized separate accounts and providing seed capital to new specialized funds, including our evergreen funds, we may from time to time warehouse investments pending fundraising, make loans to these funds and accounts, invest in structured vehicles that we sponsor, and guarantee or otherwise provide credit support for their obligations, such as credit facilities or equity commitments. The guaranteed obligations are generally secured by uncalled capital commitments to, or investments held by, the applicable fund. We generally expect capital we provide through loans to be returned as third-party capital is raised, and we believe the likelihood of material funding under the guarantees would be remote. However, the timing of any return is uncertain, and we may hold these positions longer than anticipated.
In November 2018, our board of directors authorized a program to repurchase up to 6% of the outstanding shares of our Class A common stock, not to exceed $50.0 million (the “Stock Repurchase Program”). Our board of directors periodically reviews the Stock Repurchase Program, and on May 21, 2026, we announced that our board of directors approved an increase in the authorization under the Stock Repurchase Program to permit us to purchase up to $100.0 million of our Class A common stock, of which $20.0 million was previously repurchased under the pre-existing authorization, with no share count or duration limitation. The Stock Repurchase Program does not include specific price targets or timetables and may be suspended or terminated by us at any time. We intend to finance the purchases using available working capital and/or external financing. The amended authorization does not have an expiration date. During the six months ended September 30, 2026, we repurchased and retired 558,591 shares of our Class A common stock under the Stock Repurchase Program at a weighted-average price of $89.51 per share, for an aggregate purchase price of approximately $50.0 million. We did not make any repurchases of our Class A common stock under the Stock Repurchase Program during the three months ended September 30, 2026. As of September 30, 2026, the total repurchase capacity available under the Stock Repurchase Program was approximately $30.0 million.
We expect that our primary short-term and long-term liquidity needs will include cash to: (1) pay operating expenses, including cash compensation to our employees; (2) fund commitments to, provide seed capital to, warehouse investments for and otherwise support our specialized funds and customized separate accounts as described above; (3) fund capital expenditures, make strategic investments and provide capital to facilitate the growth of our business; (4) make payments and/or exercise early termination buyout rights under the tax receivable agreement; (5) pay interest and principal due on our outstanding debt; (6) pay income taxes; (7) make dividend payments to our stockholders and distributions to holders of HLA units in accordance with our distribution policy; and (8) fund purchases of our Class A common stock pursuant to the Stock Repurchase Program and settle in cash HLA unit exchanges and exercises of the warrant issued to The Guardian Life Insurance Company.
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 September 30, 2026 and March 31, 2026, we were required to maintain approximately $8.3 million and $8.0 million, respectively, in liquid net assets to meet regulatory net capital and capital adequacy requirements. We are in compliance with these regulatory requirements as of each such date.
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Dividend Policy
The declaration and payment by us of any future dividends to holders of our Class A common stock is at the sole discretion of our board of directors. We intend to continue to pay a cash dividend on a quarterly basis. Subject to funds being legally available, we will cause HLA to make pro rata distributions to its members, including us, in an amount at least sufficient to allow us to pay all applicable taxes, to make payments under the tax receivable agreement, and to pay our corporate and other overhead expenses.
Tax Receivable Agreement
We expect that periodic exchanges of membership units of HLA by members of HLA will result in increases in the tax basis in our share of the assets of HLA that otherwise would not have been available. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. The tax receivable agreement will require us to pay 85% of the amount of these and certain other tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement) to the pre-IPO members of HLA.
Cash Flows
Six months ended September 30, 2026 and 2025
| Six Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 105,225 | $ | 247,830 | |||||||
| Net cash used in investing activities | $ | (370,615) | $ | (227,916) | |||||||
| Net cash provided by financing activities | $ | 241,924 | $ | 29,723 | |||||||
Operating Activities
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, consideration payable to customers and depreciation and amortization, all of which are included in earnings. For the six months ended September 30, 2026 and 2025, 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. During the six months ended September 30, 2026, cash provided by operating activities was impacted by a change in the timing of bonus payments, as the final portion of the fiscal 2026 bonus was paid in May 2026 and cash relinquished from a deconsolidated fund.
Investing Activities
Investing activities generally reflect cash used for fixed asset purchases and contributions to and distributions from our investments. For the six months ended September 30, 2026 and 2025, 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. The increase in net cash used in investing activities for the six months ended September 30, 2026 compared to the prior year was primarily driven by higher purchases of investments by our Consolidated Funds, reflecting increased investment activity in funds consolidated in the prior year that had lower levels of activity during the earlier stages of their deployment, partially offset by distributions from investments.
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Financing Activities
Our financing activities generally reflect cash received from debt and equity financings, payments to owners in the form of dividends, distributions and repurchases of shares and scheduled drawdowns and repayments of our outstanding debt. For the six months ended September 30, 2026 and 2025, our net cash provided by financing activities was driven primarily by contributions from NCI in Consolidated Funds partially offset by dividends paid to stockholders, and distributions to HLA members. For the six months ended September 30, 2026, net cash provided by financing activities was additionally driven by a Consolidated Fund drawing on the Bridge Facility partially offset by the purchase and retirement of shares of our Class A common stock.
Off-Balance Sheet Arrangements
There have been no material changes in our off-balance sheet arrangements discussed in our 2026 Form 10-K.
Contractual Obligations, Commitments and Contingencies
There have been no material changes outside of the ordinary course of business in our contractual obligations, commitments and contingencies from those specified in our 2026 Form 10-K.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“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. We believe we have 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.
For a more complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our condensed consolidated financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2026 Form 10-K.
Recent Accounting Pronouncements
Information regarding recent accounting developments and their impact on our results can be found in Note 2, “Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.
Our predominant exposure to market risk is related to our role as general partner or investment manager for our specialized funds and customized separate accounts and the sensitivities to movements in the fair value of their investments, which may adversely affect our equity in income of investees. While the majority of our management fees are based on commitments or net invested capital, a portion of our management fees are based on NAV and, accordingly, are sensitive to changes in the fair value of the underlying investments. In addition, a portion of our incentive fees are performance fees that are subject to a high-water mark, and, as a result, declines in NAV may increase the amount of future appreciation required before such incentive fees are earned.
Fair value of the financial assets and liabilities of our specialized funds and customized separate accounts may fluctuate in response to changes in the value of securities, foreign currency exchange rates, commodity prices and interest rates. The impact of investment risk is as follows:
•Equity in income of investees changes along with the realized and unrealized gains of the underlying investments in our specialized funds and certain customized separate accounts in which we have a general partner commitment. Our general partner investments include thousands of unique underlying portfolio investments with no significant concentration in any industry or country outside of the United States.
•Management fees from our specialized funds and customized separate accounts are derived from applying a contractual fee rate to a specified fee base, which is generally capital committed or net invested capital. For those arrangements in which the applicable fee base is NAV, changes in the fair value of the underlying investments will impact management fees. As of September 30, 2026, we estimate that a hypothetical 10% decrease in the NAV-based fee base (holding all other variables constant) would decrease management fee revenue by approximately $27.1 million over the next 12 months.
•Incentive fees from our specialized funds and certain customized separate accounts are inherently variable and are generally dependent on realized investment performance and achievement of performance criteria. In addition, for certain evergreen funds and customized separate accounts, performance fees are based on the aggregate amount of unrealized or realized gains and are subject to achievement of defined minimum returns and/or a high-water mark. A high-water mark feature generally requires that NAV exceed the highest period-end NAV (as adjusted pursuant to the applicable governing documents) before performance fees are earned. Accordingly, declines in NAV may delay or reduce future incentive fees by increasing the amount of subsequent NAV appreciation required to exceed the applicable high-water mark.
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Exchange Rate Risk
Several of our specialized funds and customized separate accounts hold investments denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and foreign currency, which could impact investment performance. Although the currency exposure related to investments in foreign currency assets is limited to our interest, which is typically one percent of total capital commitments, we also have larger interests in certain Funds, which primarily reflect initial capital we contributed to support the launch of those Funds. Our ownership percentage in these Funds decreases as third-party investors subscribe. We do not possess significant assets in foreign countries in which we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not expected to materially impact our financial statements.
Interest Rate Risk
As of September 30, 2026, we had $170.6 million in borrowings outstanding under our Loan Agreements, consisting of $78.1 million outstanding under the Term Loan Agreement and $92.5 million outstanding under the 2020 Multi-Draw Term Loan Agreement. We did not have any borrowings outstanding under the Revolving Loan Agreement or the 2022 Multi-Draw Term Loan Agreement as of September 30, 2026.
The annual interest rate on the Term Loan Agreement, which is at the prime rate minus 1.25%, subject to a floor of 3.00%, was 5.75% as of September 30, 2026. The interest rate under the 2020 Multi-Draw Term Loan Agreement is fixed.
Our $100.0 million aggregate principal amount of Senior Notes due October 15, 2029 have a fixed interest rate of 5.28%.
Based on the floating rate component of our Loan Agreements payable as of September 30, 2026, we estimate that a 100 basis point increase in interest rates would result in increased interest expense of approximately $0.8 million over the next 12 months.
Credit Risk
We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our management, including our Co-Chief Executive Officers and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2026. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable
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assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level at September 30, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we may be subject to various legal, regulatory and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, we do not believe it is probable that any pending or, to our knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect our condensed consolidated financial statements.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2026 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about our repurchase activity with respect to shares of our Class A common stock for the quarter ended September 30, 2026.
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| July 1 - 31, 2026 | — | $ | — | — | $ | 30,000,000 | ||||||||||||||||||||
| August 1 - 31, 2026 | — | $ | — | — | $ | 30,000,000 | ||||||||||||||||||||
| September 1 - 30, 2026 | 9,625 | $ | 93.03 | — | $ | 30,000,000 | ||||||||||||||||||||
| Total | 9,625 | — | $ | 30,000,000 | ||||||||||||||||||||||
(1) Represents shares of Class A common stock tendered by employees as payment of taxes withheld on the vesting of restricted stock granted under HLI’s Amended and Restated 2017 Equity Incentive Plan.
(2) On November 6, 2018, we announced that our board of directors authorized a program to repurchase, in the aggregate, up to 6% of the outstanding shares of our Class A common stock as of the date of the authorization, not to exceed $50.0 million (the “Stock Repurchase Program”). The authorization provides us the flexibility to repurchase shares in the open market or in privately negotiated transactions from time to time, based on market conditions and other factors. On May 21, 2026, we announced that our board of directors had approved an increase in the authorization under the Stock Repurchase Program to permit us to purchase up to $100.0 million of our Class A common stock, of which $20.0 million was already repurchased under the pre-existing authorization, with no share count or duration limitations. During the three months ended September 30, 2026, we did not make any repurchases of our Class A common stock under the Stock Repurchase Program. As of September 30, 2026, the total repurchase capacity available under the Stock Repurchase Program was approximately $30.0 million.
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Item 5. Other Information
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).
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Item 6. Exhibits
| Incorporated By Reference | Filed Herewith | ||||||||||||||||||||||
| Exhibit No. | Description of Exhibit | Form | Exhibit | Filing Date | File No. | ||||||||||||||||||
| 8-K | 3.1 | 9/12/23 | 001-38021 | ||||||||||||||||||||
| 8-K | 3.2 | 9/12/23 | 001-38021 | ||||||||||||||||||||
| X | |||||||||||||||||||||||
| X | |||||||||||||||||||||||
| X | |||||||||||||||||||||||
| X | |||||||||||||||||||||||
32‡ | |||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | X | |||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | |||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | |||||||||||||||||||||
† Indicates a management contract or compensatory plan or arrangement.
‡ Furnished herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 3rd day of November, 2026.
| HAMILTON LANE INCORPORATED | |||||
| By: | /s/ Jeffrey Armbrister | ||||
| Name: Jeffrey Armbrister | |||||
| Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Authorized Signatory) | |||||