HLNE

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 $94.5 billion of our assets under management (“AUM”) as of June 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 $51.9 billion of our AUM as of June 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 $914.1 billion of assets under advisement (“AUA”) as of June 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. 26 •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 Stock Repurchases During the three months ended June 30, 2026, we repurchased 558,591 shares of our Class A common stock under the Stock Repurchase Program (as defined below) at a weighted-average price of $89.51 per share, for an aggregate purchase price of approximately $50.0 million under the Stock Repurchase Program. 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 27 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. 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, 28 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. 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. 29 Non-operating (loss) 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 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. 30 Consolidated Results of Operations The following is a discussion of our consolidated results of operations for the three months ended June 30, 2026 and 2025. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP. Three Months Ended June 30, (in thousands) 2026 2025 Revenues Management and advisory fees $ 161,367 $ 133,696 Incentive fees 113,964 42,262 Total revenues 275,331 175,958 Expenses Compensation and benefits 107,664 69,556 General, administrative and other 38,207 28,943 Consolidated Funds and Partnerships: General, administrative and other 2,989 484 Total expenses 148,860 98,983 Other income (expense) Equity in income of investees 3,035 9,439 Interest expense (3,497) (3,856) Interest income 3,180 2,794 Non-operating (loss) gain, net (595) 447 Consolidated Funds and Partnerships: Equity in (loss) income of investees (369) 871 Net gain on investments 20,812 8,539 Interest income 930 240 Total other income (expense) 23,496 18,474 Income before income taxes 149,967 95,449 Income tax expense 25,083 18,379 Net income 124,884 77,070 Less: Income attributable to non-controlling interests in Consolidated Funds and Partnerships 13,635 1,604 Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. 30,788 21,721 Net income attributable to Hamilton Lane Incorporated $ 80,461 $ 53,745 Basic earnings per share of Class A common stock $ 1.94 $ 1.30 Diluted earnings per share of Class A common stock $ 1.93 $ 1.28 31 Revenues The following table shows our total revenues (excluding consolidated funds and general partner entities that are not wholly-owned (“Consolidated Funds and Partnerships”)): (in thousands) Three Months Ended June 30, Total Change Revenues 2026 2025 Management and advisory fees Specialized funds $ 108,819 $ 82,745 $ 26,074 Customized separate accounts 34,690 34,575 115 Advisory 4,555 5,486 (931) Reporting, monitoring, data and analytics 9,908 8,394 1,514 Distribution management 257 975 (718) Fund reimbursement revenue 3,138 1,521 1,617 Total management and advisory fees 161,367 133,696 27,671 Incentive fees Specialized funds 107,557 38,209 69,348 Customized separate accounts 6,407 4,053 2,354 Total incentive fees 113,964 42,262 71,702 Total revenues $ 275,331 $ 175,958 $ 99,373 Three months ended June 30, 2026 compared to three months ended June 30, 2025 Total revenues increased $99.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to increases in both management and advisory fees and incentive fees. Management and advisory fees increased $27.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Specialized funds revenue increased $26.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an increase of $19.6 million in revenue from our evergreen funds and an increase of $3.8 million in revenue from our latest direct equity fund, which added $6.7 billion and $0.9 billion, respectively, in fee-earning AUM between periods. Revenue from our specialized funds for the three months ended June 30, 2026 included $2.1 million of retroactive fees from our latest direct equity fund. Customized separate accounts revenue increased $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 driven by a net increase in fee-earning AUM. Reporting, monitoring, data and analytics revenue increased $1.5 million, due primarily to increased subscriptions of our technology solutions. Fund reimbursement revenue increased $1.6 million due primarily to the timing of fund related expenses. Advisory revenue decreased $0.9 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due primarily to advisory agreements reaching the end of their term. Incentive fees increased $71.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an increase in evergreen-related incentive fees during the three months ended June 30, 2026. 32 Expenses The following table shows our expenses (excluding Consolidated Funds and Partnerships): Three Months Ended June 30, Total Change (in thousands) 2026 2025 Expenses Compensation and benefits Base compensation and benefits $ 83,327 $ 53,515 $ 29,812 Incentive fee compensation 11,430 3,242 8,188 Equity-based compensation 12,907 12,799 108 Total compensation and benefits 107,664 69,556 38,108 General, administrative and other 38,207 28,943 9,264 Total expenses $ 145,871 $ 98,499 $ 47,372 Three months ended June 30, 2026 compared to three months ended June 30, 2025 Total expenses increased $47.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to increases in both compensation and benefits and general, administrative and other expenses. Compensation and benefits expenses increased $38.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Base compensation and benefits increased $29.8 million for the three months ended June 30, 2026, 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. Incentive fee compensation increased $8.2 million for the three months ended June 30, 2026 primarily due to an increase in carried interest revenue compared to the prior year period. General, administrative and other expenses increased $9.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This change was due primarily to increases in fund reimbursement expense of $3.0 million and consulting and professional fees of $5.3 million. 33 Other Income (Expense) The following table shows our total other income (expense) (excluding Consolidated Funds and Partnerships): Three Months Ended June 30, Total Change (in thousands) 2026 2025 Other income (expense) Equity in income of investees Primary funds $ 533 $ 768 $ (235) Direct investment funds 373 879 (506) Secondary funds (1,336) 2,350 (3,686) Customized separate accounts 1,162 2,583 (1,421) Evergreen funds 2,254 3,110 (856) Other equity method investments 49 (251) 300 Total equity in income of investees 3,035 9,439 (6,404) Interest expense (3,497) (3,856) 359 Interest income 3,180 2,794 386 Non-operating (loss) gain, net (595) 447 (1,042) Total other income (expense) $ 2,123 $ 8,824 $ (6,701) Three months ended June 30, 2026 compared to three months ended June 30, 2025 Other income (expense) decreased $6.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to a $6.4 million decrease in equity income of investees. This was driven by smaller increases in investment valuations during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and fluctuations in publicly traded investments held by secondary funds. Consolidated Funds and Partnerships The following table shows the results of operations of Consolidated Funds and Partnerships: Three Months Ended June 30, Total Change (in thousands) 2026 2025 Expenses General, administrative and other $ 2,989 $ 484 $ 2,505 Other income (expense) Equity in (loss) income of investees $ (369) $ 871 $ (1,240) Net gain on investments 20,812 8,539 12,273 Interest income 930 240 690 Total other income (expense) $ 21,373 $ 9,650 $ 11,723 Three months ended June 30, 2026 compared to three months ended June 30, 2025 Other income (expense) of Consolidated Funds and Partnerships increased $11.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to increased investment activity of Funds consolidated between periods, partially offset by valuation decreases during the three months ended June 30, 2025 on equity investments held by consolidated partnerships. 34 General, administrative and other expenses of Consolidated Funds and Partnerships increased $2.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to new funds that are consolidated and increased fund activity. Income Tax Expense Our effective tax rate was 16.7% and 19.3% for the three months ended June 30, 2026 and 2025, respectively. These rates were different from the statutory tax rates due primarily to the portion of income allocated to NCI. The effective tax rate for the three months ended June 30, 2026 was lower than the effective tax rate for the three months ended June 30, 2025 due primarily to changes in state and foreign income taxes. Non-Controlling Interests The following table shows income attributable to NCI: Three Months Ended June 30, Total Change (in thousands) 2026 2025 Income attributable to non-controlling interests in Consolidated Funds and Partnerships 13,635 1,604 $ 12,031 Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. 30,788 21,721 9,067 $ 44,423 $ 23,325 $ 21,098 Three Months Ended June 30, 2026 compared to three months ended June 30, 2025 Net income attributable to NCI increased by $21.1 million for the three months ended June 30, 2026 compared to the three months ended June 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 $12.0 million for the three months ended June 30, 2026 compared to the three months ended June 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 $9.1 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an overall increase in net income. 35 Fee-Earning AUM The following table provides the period to period roll-forward of our fee-earning AUM. Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 (in millions) Customized Separate Accounts Specialized Funds Total Customized Separate Accounts Specialized Funds Total Balance, beginning of period $ 40,943 $ 40,569 $ 81,512 $ 39,343 $ 32,704 $ 72,047 Contributions (1) 1,237 2,407 3,644 1,772 1,598 3,370 Distributions (2) (1,025) (1,055) (2,080) (974) (601) (1,575) Foreign exchange, market value and other (3) (57) 673 616 139 418 557 Balance, end of period $ 41,098 $ 42,594 $ 83,692 $ 40,280 $ 34,119 $ 74,399 (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 June 30, 2026 Fee-earning AUM increased $2.2 billion during the three months ended June 30, 2026, due primarily to contributions. Customized separate accounts fee-earning AUM increased $0.2 billion for the three months ended June 30, 2026. Customized separate accounts contributions were $1.2 billion for the three months ended June 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 June 30, 2026, due primarily to $0.4 billion from returns of capital in accounts earning fees on a net invested capital or NAV, $0.4 billion from accounts reaching the end of their fund term, and $0.2 billion from accounts moving from a committed to net invested capital fee base. Specialized funds fee-earning AUM increased $2.0 billion for the three months ended June 30, 2026. Specialized fund contributions were $2.4 billion for the three months ended June 30, 2026, due primarily to $1.2 billion from our evergreen funds, $0.5 billion from our latest infrastructure fund, $0.3 billion from our latest venture fund, and $0.2 billion from our latest direct equity fund. Distributions were $1.1 billion for the three months ended June 30, 2026, due primarily to redemptions from two evergreen funds and returns of capital. 36 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 (loss) 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 (loss) 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. 37 The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to FRE and Adjusted EBITDA for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, (in thousands) 2026 2025 Net income attributable to Hamilton Lane Incorporated $ 80,461 $ 53,745 Income attributable to non-controlling interests in Consolidated Funds and Partnerships 13,635 1,604 Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. 30,788 21,721 Incentive fees (113,964) (42,262) Incentive fee related compensation (1) 21,718 6,160 Fee related performance revenues 72,500 29,520 Equity-based compensation 12,907 12,799 Consolidated Funds related general, administrative and other expenses 2,989 461 Management fees related to Consolidated Funds 1,832 57 Income tax expense 25,083 18,379 Other income (expense) (23,496) (18,474) Fee Related Earnings $ 124,453 $ 83,710 Depreciation and amortization 2,528 2,528 Incentive fees 113,964 42,262 Incentive fees attributable to non-controlling interests — — Incentive fee related compensation (1) (21,718) (6,160) Fee related performance revenues (72,500) (29,520) Fee related performance revenues related to Consolidated Funds 4,258 225 Interest income 3,180 2,794 Adjusted EBITDA $ 154,165 $ 95,839 (1) Incentive fee related compensation includes incentive fee compensation expense and bonus related to carried interest that is classified as base compensation. 38 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 and excludes any impact of changes in carrying amount of our redeemable NCI. Adjusted shares outstanding for the three months ended June 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 months ended June 30, 2026 and 2025: Three Months Ended June 30, (in thousands, except share and per-share amounts) 2026 2025 Net income attributable to Hamilton Lane Incorporated $ 80,461 $ 53,745 Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. 30,788 21,721 Income tax expense 25,083 18,379 Adjusted pre-tax net income 136,332 93,845 Adjusted income taxes (1) (31,765) (22,241) Adjusted net income $ 104,567 $ 71,604 Weighted-average shares of Class A common stock outstanding - diluted 54,023,617 54,472,249 Non-GAAP EPS $ 1.94 $ 1.31 (1) For the three months ended June 30, 2026 and 2025, represents corporate income taxes at a blended federal, state, local and foreign statutory tax rate of 23.3% and 23.7%, respectively, applied to adjusted pre-tax net income. 39 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 March 31, 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. 40 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 Fund Vintage year Fund size ($M) Capital invested ($M) Gross multiple Net Multiple Gross IRR (%) Net IRR (%) Gross Spread vs. S&P 500 PME Net Spread vs. S&P 500 PME Gross Spread vs. MSCI World PME Net Spread vs. MSCI World PME Secondaries Pre-Fund — — 362 1.5 N/A 17.1% N/A 1,332 bps N/A 1,173 bps N/A Secondary Fund I 2005 360 353 1.2 1.2 5.2% 3.8% 113 bps (63 bps) 341 bps 157 bps Secondary Fund II 2008 591 603 1.5 1.4 19.9% 13.5% 451 bps (190 bps) 869 bps 215 bps Secondary Fund III 2012 909 841 1.4 1.3 12.7% 10.0% (85 bps) (379 bps) 301 bps 13 bps Secondary Fund IV 2016 1,916 2,117 1.6 1.5 13.9% 14.2% (95 bps) (109 bps) 214 bps 212 bps Secondary Fund V 2019 3,929 3,961 1.5 1.5 13.9% 11.7% 142 bps (50 bps) 335 bps 142 bps Secondary Fund VI 2022 5,603 4,711 1.3 1.3 24.5% 24.0% 996 bps 1,256 bps 990 bps 1,177 bps Direct/Co-investments Pre-Fund — — 244 1.9 N/A 21.3% N/A 1,655 bps N/A 1,600 bps N/A Co-Investment Fund 2005 604 578 1.0 0.9 0.2% (1.4)% (570 bps) (755 bps) (319 bps) (510 bps) Co-Investment Fund II 2008 1,195 1,158 2.2 1.9 17.8% 14.2% 552 bps 174 bps 924 bps 541 bps Co-Investment Fund III 2014 1,243 1,324 1.8 1.5 14.2% 11.2% (26 bps) (321 bps) 295 bps (4 bps) Co-Investment Fund IV 2018 1,698 1,512 2.5 2.2 22.2% 20.8% 743 bps 591 bps 993 bps 837 bps Equity Opportunities Fund V 2021 2,069 1,895 1.4 1.3 9.6% 7.9% (307 bps) (479 bps) (191 bps) (374 bps) Equity Opportunities Fund VI 2024 2,554 719 1.2 1.1 18.0% 41.9% 930 bps 5,419 bps 770 bps 5,170 bps Fund Vintage year Fund size ($M) Capital invested ($M) Gross multiple Net Multiple Gross IRR (%) Net IRR (%) Gross Spread vs DJB GI Net Spread vs DJB GI Gross Spread vs MSCI World Infra Net Spread vs MSCI World Infra Infrastructure Funds Infrastructure Opps Fund I 2020 489 418 1.6 1.5 14.9% 12.6% 469 bps 207 bps 260 bps (31 bps) Infrastructure Opps Fund II 2024 1,517 514 1.2 1.2 25.6% 22.7% 373 bps 35 bps 283 bps (15 bps) Fund Vintage year Fund size ($M) Capital invested ($M) Gross multiple Net Multiple Gross IRR (%) Net IRR (%) Gross Spread vs. ICE BofA US HY Net Spread vs. ICE BofA US HY Gross Spread vs. CS LL PME Net Spread vs. CS LL PME Strategic Opportunities (Tail-end secondaries and credit) Strat Opps 2015 2015 71 68 1.3 1.2 14.1% 10.6% 566 bps 219 bps 862 bps 513 bps Strat Opps 2016 2016 214 216 1.2 1.1 8.8% 6.4% 247 bps 11 bps 388 bps 155 bps Strat Opps 2017 2017 435 448 1.2 1.2 8.5% 6.3% 392 bps 162 bps 419 bps 205 bps Strat Opps IV (Series 2018) 2018 889 870 1.2 1.2 7.9% 6.1% 350 bps 140 bps 395 bps 178 bps Strat Opps V (Series 2019) 2019 762 716 1.4 1.3 12.8% 10.2% 850 bps 534 bps 692 bps 370 bps Strat Opps VI (Series 2020) 2021 898 855 1.2 1.2 7.5% 6.1% 416 bps 199 bps 152 bps (23 bps) Strat Opps VII 2022 953 903 1.3 1.2 13.0% 10.6% 418 bps 154 bps 456 bps 215 bps Strat Opps VIII 2023 700 637 1.2 1.1 14.1% 11.5% 712 bps 468 bps 858 bps 615 bps Strat Opps IX 2024 533 281 1.1 1.1 17.0% 11.7% 1,278 bps 829 bps 1,399 bps 900 bps 41 Evergreen Fund Performance Fund Inception date NAV ($M) Total Annualized Return Since Inception (Net)(1) Global Multi-Strategy Evergreen Fund(1) May 2019 6,654 12.2 % US Multi-Strategy Evergreen Fund(1)(2) January 2021 5,802 15.7 % Global Credit Evergreen Fund(1)(3) January 2023 2,224 8.9 % Global Infrastructure Evergreen Fund(1)(4) February 2024 873 22.5 % (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. 42 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 March 31, 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 43 for the institutional share class of the applicable funds. Total return since inception represents the annualized compounded return from the fund's inception date through March 31, 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 year 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) making dividend payments to our stockholders and distributions to holders of HLA units; and (5) borrowings, interest payments and repayments under our outstanding debt. As of June 30, 2026 and March 31, 2026, our cash and cash equivalents were $337.0 million and $361.0 million, respectively. 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 and 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. Finally, we have used available cash and borrowings from our Loan Agreements (defined below) and Senior Notes (defined below) to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions, to seed new specialized funds and for general corporate purposes. 44 Senior Notes and Loan Agreements In 2024, HLA issued $100 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 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 million, (c) increase the cap on certain unsecured guarantees of debt that HLA may provide from $25 million to $70 million, and (d) add a $20 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 June 30, 2026, we had an outstanding balance of $81 million under the Term Loan Agreement. The Revolving Loan Agreement provides that the aggregate outstanding balance will not exceed $50 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 June 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 million with a maturity date of April 1, 2030. The interest rate is a fixed per annum rate of 3.50%. As of June 30, 2026, we had an outstanding balance of $95 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 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 June 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 million in the aggregate, subject to the Cap, through October 6, 2027. 45 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 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 June 30, 2026 and March 31, 2026, the principal amount of debt outstanding equaled $276.3 million and $280.6 million, respectively. We had $148.8 million in availability under the Loan Agreements as of June 30, 2026. Consolidated Fund Bridge Facility In May 2026, a Consolidated Fund, entered into a credit agreement with JPMorgan Chase Bank, N.A. providing for term loan commitments of up to $250 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. As of June 30, 2026, $145.0 million was outstanding under the Bridge Facility. 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 is not reflected in the Company’s Condensed Consolidated Balance Sheet as of June 30, 2026. HLA provided an unconditional guaranty of payment of the Fund’s obligations under the Bridge Facility, subject to a maximum liability of $250.0 million. Because this guaranty supports the payment obligations of a consolidated subsidiary, it is not recognized as a separate liability in our consolidated financial statements; it instead represents our commitment to stand behind indebtedness of the consolidated group. As of June 30, 2026, $105.0 million of the maximum guaranty amount represented undrawn capacity under the facility. Amounts outstanding under the Bridge Facility are required to be prepaid within one business day of the Fund’s receipt of capital contributions from the Fund’s limited partners or proceeds of a related subscription credit facility. We expect the Bridge Facility to be repaid in full, and the related guaranty correspondingly reduced or terminated, once the Fund’s initial capital raising activities are completed and its subscription credit facility becomes available to fund capital calls. We believe the likelihood that we will be required to perform under this guaranty is remote. We anticipate that we may be required to guarantee similar indebtedness on behalf of our funds, whether consolidated or not, in the future. 46 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. 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 and to use cash to seed new specialized funds. 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 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, net of amounts already repurchased under the pre-existing authorization, with no share count or duration limitation. As of May 21, 2026, the total repurchase capacity available under the Stock Repurchase Program authorization was approximately $80.0 million. 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 three months ended June 30, 2026, we repurchased 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. As of June 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 comprise cash to: (1) provide capital to facilitate the growth of our business; (2) fund commitments to our investments; (3) pay operating expenses, including cash compensation to our employees; (4) make payments and/or exercise early termination buyout rights under the tax receivable agreement; (5) fund capital expenditures, make strategic investments and warehouse investments for our Funds; (6) pay interest and principal due on our outstanding debt; (7) pay income taxes; (8) make dividend payments to our stockholders and distributions to holders of HLA units in accordance with our distribution policy; (9) settle exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement from time to time; (10) settle in cash any exercises of the warrant we issued to The Guardian Life Insurance Company of America in a private placement transaction related to a maximum of 400,000 shares of our Class A common stock; and (11) fund purchases of our Class A common stock pursuant to the Stock Repurchase Program. 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 47 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 June 30, 2026 and March 31, 2026, we were required to maintain approximately $8.0 million, 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. 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 Three months ended June 30, 2026 and 2025 Three Months Ended June 30, (in thousands) 2026 2025 Net cash provided by operating activities $ 77,150 $ 128,932 Net cash used in investing activities $ (146,926) $ (93,807) Net cash provided by financing activities $ 47,804 $ 3,261 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 three months ended June 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 three months ended June 30, 2026, cash provided by operating activities was impacted by a change in the timing of bonus payments, as a portion of the fiscal 2026 bonus was partially paid in May 2026. 48 Investing Activities Investing activities generally reflect cash used for fixed asset purchases and contributions to and distributions from our investments. For the three months ended June 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 three months ended June 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. 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 three months ended June 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 three months ended June 30, 2026, net cash provided by financing activities was further 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. 49 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.