Form 8-K

8-K — Hamilton Lane INC

Accession: 0001433642-26-000048

Filed: 2026-10-15

Period: 2026-10-12

CIK: 0001433642

SIC: 6282 (INVESTMENT ADVICE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — hlne-20261012.htm (Primary)

EX-99.1 (pressrelease-oct152026.htm)

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8-K

8-K (Primary)

Filename: hlne-20261012.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2026

Hamilton Lane Incorporated

(Exact Name of Registrant as specified in its charter)

Delaware 001-38021 26-2482738

(State or other jurisdiction of incorporation)

(Commission File No.) (IRS 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 or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 12, 2026, the Board of Directors (the “Board”) of Hamilton Lane Incorporated (the “Company”) 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 this new role, Mr. Hirsch will help lead strategic initiatives to drive the firm’s long-term growth and will also remain a member of the Board. This position is a continued evolution of the roles that Mr. Hirsch has played over his more than 25 years with the firm. Biographical and other information regarding Mr. Rogers, including with respect to related party transactions, is set forth in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on July 23, 2026, and such information is incorporated by reference herein. The Company has not entered into any new compensatory arrangements with Mr. Rogers in connection with his assumption of the role of Co-CEO.

In connection with the foregoing leadership transition, the Board approved the following changes to Mr. Hirsch’s compensation arrangements: (i) in the event of Mr. Hirsch’s termination of employment by the Company without cause or Mr. Hirsch’s resignation for good reason, 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 (“LTIP”) remaining subject to vesting based on the Company’s actual performance at the end of the applicable performance period), and (ii) 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 Company expects to enter into a side letter with Mr. Hirsch reflecting these changes, a copy of which is expected to be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ending September 30, 2026.

Item 7.01. Regulation FD Disclosure.

On October 15, 2026, the Company issued a press release announcing the foregoing leadership transition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release of Hamilton Lane Incorporated dated October 15, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

HAMILTON LANE INCORPORATED

Date: October 15, 2026

By: /s/ Lydia A. Gavalis

Name: Lydia A. Gavalis

Title: General Counsel and Secretary

EX-99.1

Filename: pressrelease-oct152026.htm · Sequence: 2

Document

Hamilton Lane Announces Leadership Evolution: Hartley Rogers Named Co-Chief Executive Officer Alongside Juan Delgado-Moreira

Erik Hirsch named Executive Co-Chairman, focused on strategic initiatives to advance firm’s growth

Conshohocken, PA, October 15, 2026 – Hamilton Lane (Nasdaq: HLNE), a leading global private markets investment management firm, today announced that Hartley Rogers has been named Co-Chief Executive Officer alongside Juan Delgado-Moreira. Erik Hirsch, who has served as Co-Chief Executive Officer, has been named Executive Co-Chairman. In this role, Hirsch will help lead strategic initiatives to drive the firm’s long-term growth. This position is a continued evolution of the roles that Hirsch has played over his more than 25 years with the firm.

Rogers has served on the Hamilton Lane Board of Directors since 2004. During his time with the firm, he has played a significant role in investing and client relationship activities, as well as in strategic and organizational development, leveraging his extensive experience in and knowledge of private markets. Rogers will work alongside Delgado-Moreira, who has served as Co-Chief Executive Officer since January 1, 2024. Rogers will remain Chairman of the Board.

“Hamilton Lane has been on a strong growth trajectory for years, and I look forward to working alongside Juan to continue the client-first approach that we are known for,” said Rogers. “Today’s environment calls for dedicated leadership to drive strategic growth amid a fast-changing technology landscape, and there is no better leader than Erik to help us navigate these changes and seize the opportunities ahead.”

“Our clients and their portfolios remain at the center of everything we do,” Delgado-Moreira said. “Hartley brings a deep understanding of our firm, our people and the relationships we have built with clients around the world. From Hong Kong and the U.S., we will work side-by-side and across time zones to build on that foundation, continuing to develop investment solutions around our clients’ needs and support their long-term success.”

Hirsch has worked across many roles during his tenure at Hamilton Lane, from Chief Investment Officer to Vice Chairman, and most recently as Co-Chief Executive Officer. This new role capitalizes on this broad experience and focuses on leveraging his strategic skills to position the firm for continued growth. Hirsch will also continue to speak publicly on behalf of the firm, with media and on earnings calls, and remains a member of the Board of Directors.

“The industry is rapidly evolving, driven by both technological changes and an expanding client base. In order to remain a market leader, this requires real focus on navigating these changes: Strategically investing our capital, creating partnerships to unlock new opportunities and tactically acquiring,” said Hirsch. “The firm has asked me to wear many hats over my 25-plus year tenure to meet the changing needs of the business, and I am excited to take on this new challenge.”

About Hamilton Lane

Hamilton Lane (Nasdaq: HLNE) is one of the largest private markets investment firms globally, providing innovative solutions to institutional and private wealth investors around the world. Dedicated exclusively to private markets investing for more than 30 years, the firm currently employs approximately 800 professionals operating in offices throughout North America, Europe, Asia Pacific and the Middle East. Hamilton Lane has $1.1 trillion in assets under management and supervision, composed of more than $146 billion in discretionary assets and $914 billion in non-discretionary assets, as of June 30, 2026. Hamilton Lane specializes in building flexible investment programs that provide clients access to the full spectrum of private markets strategies, sectors and geographies. For more information, please visit our website or follow Hamilton Lane on LinkedIn.

Forward-looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions and statements that are not historical facts, You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties, and assumptions, including those detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 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 release are made only as of the date hereof. 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.

Media Contact

Lucy MacNichol

lmacnichol@hamiltonlane.com

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