Amendment: SEC Form SCHEDULE 13D/A filed by Hamilton Lane Incorporated

The business address of each of the Reporting Persons is c/o Hamilton Lane Incorporated, 110 Washington Street, Suite 1300, Conshohocken, PA 19428.

HLA Investments, LLC's principal business is to hold Class B Units of HLA and Class B common stock, par value $0.001 per share ("Class B Common Stock") of the pre-IPO investor group, including certain members of senior management of the Issuer and outside investors. HRHLA's principal business is to hold the membership interests in HLA Investments, LLC representing its ownership in the Issuer. Hamilton Lane Advisors, Inc.'s principal business is to hold Class B Units on behalf of Mario L. Giannini, its sole stockholder and director. French River 5 Limited is a wholly owned subsidiary of Oakville Trust. Rysaffe is the trustee of Oakville Trust. Mr.Rogers, Mr. Giannini, Mr. Hirsch, Mr. Delgado-Moreira, Mr. Yett, Ms. Devlin, Mr. Brennan, Ms. Anigati Kramer and Mr. Kerr are officers and/or employees of the Issuer.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

See row 6 of each cover page of this Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On November 7, 2025, Mr. Delgado-Moreira purchased 4,008 shares of Class A Common Stock at a weighted average purchase price of $129.84 and 3,992 shares of Class A Common Stock at a weighted average purchase price of $130.87. On February 20, 2026, Mr. Hirsch purchased 9,225 shares of Class A Common Stock at a weighted average purchase price of $107.1285. On February 20, 2026, Ms. Anigati purchased 2,325 shares of Class A Common Stock at a weighted average purchase price of $ 107.5318. On February 20, 2026, Mr. Delgado-Moreira purchased 6,520 shares of Class A Common Stock at a weighted average purchase price of $107.1024 and 2,705 shares of Class A Common Stock at a weighted average purchase price of $107.5798. On February 20, 2026, Mr. Giannini purchased 9,225 shares of Class A Common Stock at a weighted average purchase price of $107.3182. On May 26, 2026 Mr. Rogers purchased 55,000 shares of Class A Common Stock at a weighted average purchase price of $90.05. On May 26, 2026 Mr. Rogers purchased 55,000 shares of Class A Common Stock through a limited liability company at a weighted average purchase price of $90.05. On May 27, 2026 Mr. Rogers purchased 466 shares of Class A Common Stock at a weighted average purchase price of $92.76. On May 27, 2026 Mr. Rogers purchased 466 shares of Class A Common Stock through a limited liability company at a weighted average purchase price of $92.69. All of these purchases were made with available funds of each purchaser.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Item 3 to this Amendment No. 15 is hereby incorporated by reference.

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: The aggregate number and percentage of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Calculation of the percentage of Class A Common Stock beneficially owned is based on 43,697,364 shares of Class A Common Stock outstanding as of May 19, 2026 as set forth in the annual report on Form 10-K filed by the Issuer with the SEC on May 21, 2026 as calculated pursuant to Rule 13d-3 of the Exchange Act. The shares of Class B Common Stock were issued as part of a series of corporate reorganization transactions in connection with the Issuer's initial public offering to the holders of the Class B Units. The Class B Common Stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution or exchange of the shares; however, the Class B Common Stock entitles its holder to ten votes per share on every matter submitted to the Issuer's stockholders for a vote. Pursuant to an Exchange Agreement entered into in connection with a reorganization incident to the Issuer's initial public offering, the Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. are exchangeable, on a one-for-one basis, for Class A Common Stock or, at the Issuer's election, for cash. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be redeemed at par value and cancelled. The Class B Units and Class C Units of Hamilton Lane Advisors, L.L.C. do not have an expiration date. Reference herein to ownership of Class B Units of HLA Investments, LLC (the "Class B Units") includes ownership to a corresponding number of shares of Class B Common Stock. Each Reporting Person may be deemed to beneficially own the shares of Class A Common Stock directly held by it or them and/or by entities directly or indirectly controlled by it or them or for which they have voting and/or dispositive power. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the shares of Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Class A Common Stock.

Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The response of the Reporting Persons to rows 7 through 10 on the cover pages of this Schedule 13D are incorporated by reference herein. See Item 5(a) above.

Item 5(c) of Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 of this Amendment No. 15 is hereby incorporated herein by reference. Except as otherwise set forth herein, no Reporting Person has engaged in any transaction in securities of the Issuer during the past 60 days.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following : Exhibit 24.1 Power of Attorney of French River 5 Limited, dated March 30, 2026. Exhibit 24.2 Power of Attorney of Margaret McAllister, dated September 15, 2025. Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.