Andrea Anigati Kramer, Chief Operating Officer of Hamilton Lane Incorporated, filed a Form 4 on September 18, 2026, disclosing multiple changes in beneficial ownership of Class A and Class B Common Stock, as well as derivative securities, with the earliest transaction dated June 30, 2026.

Key Highlights

  • Employee Share Purchase Plan acquisition: Kramer acquired 27 shares of Class A Common Stock on June 30, 2026, at $67.01 per share under the issuer's Employee Share Purchase Plan.
  • Tax withholding disposition: On September 16, 2026, 736 Class A shares were delivered to the issuer at $93.03 per share to cover withholding taxes upon vesting of previously granted restricted stock awards.
  • Direct Class A ownership following transactions: Kramer directly holds 86,641 shares of Class A Common Stock, including unvested restricted stock granted under the issuer's 2017 Equity Incentive Plan.
  • Performance stock grant: 22,252 shares of performance stock were acquired on September 16, 2026, each representing a contingent right to receive one Class A share, with a performance period ending September 16, 2031.
  • Class B Common Stock: Kramer directly holds 135,970 shares of Class B Common Stock, which carries ten votes per share but no economic value beyond par value upon liquidation or exchange.
  • Indirect holdings via HL Management Investors, LLC: Kramer indirectly holds 135,970 Class B Units and 195,317 Class C Units of Hamilton Lane Advisors, L.L.C., each exchangeable on a one-for-one basis for Class A shares or cash at the issuer's election.
  • 10% owner status noted: According to the filing, Kramer "is a member of a group that beneficially owns more than 10% of the Issuer's Class A Shares."

Hamilton Lane COO's Ownership Changes: Transactions, Performance Awards, and Derivative Holdings

According to the Form 4 filed with the SEC, Andrea Anigati Kramer, serving as Chief Operating Officer of Hamilton Lane Incorporated (NASDAQ:HLNE), reported two non-derivative transactions involving Class A Common Stock. On June 30, 2026, she acquired 27 shares at $67.01 per share through the issuer's Employee Share Purchase Plan in a transaction the filing states was exempt under Rule 16b-3(d). On September 16, 2026, 736 shares were disposed of at $93.03 per share via transaction code F, meaning they were delivered to the issuer for payment of withholding taxes upon the vesting of previously granted restricted stock awards. Following these transactions, Kramer directly beneficially owned 86,641 Class A shares, a figure the filing notes includes unvested restricted stock granted under the issuer's 2017 Equity Incentive Plan.

In Table II, the filing discloses several performance stock positions. On September 16, 2026, Kramer acquired 22,252 shares of performance stock at a price of $0, with a performance period ending September 16, 2031. The filing states that this performance stock vests based on the issuer's Class A shares achieving a specified growth rate of total shareholder return (TSR) over the performance period. Three additional performance stock positions are also reported: 5,435 shares (vesting upon Class A shares reaching a specified price, period ending September 16, 2031), 2,033 shares (TSR-based, period ending September 16, 2030), and 13,044 shares (price-based, period ending September 16, 2029), all held directly.

Kramer's indirect derivative holdings, held on behalf of the reporting person by HL Management Investors, LLC, include 135,970 Class B Units and 195,317 Class C Units of Hamilton Lane Advisors, L.L.C. The filing states these units are exchangeable on a one-for-one basis for Class A shares or, at the issuer's election, for cash, pursuant to an Exchange Agreement entered into in connection with the issuer's initial public offering. The Class B Units and Class C Units carry no expiration date, according to the filing.

What Was Disclosed

This Form 4 filing by Hamilton Lane's COO, Andrea Anigati Kramer, reported a share purchase plan acquisition, a tax-related share disposition, a new performance stock grant, and existing derivative and direct equity holdings as of September 16-18, 2026.