Item 8.01. Other Events.

On September 1, 2020, Hamilton Lane Incorporated (the "Company"), Hamilton Lane Advisors, L.L.C. ("HLA") and a selling stockholder entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") relating to the sale of 2,207,380 shares of Class A common stock, par value $0.001 per share ("Class A Common Stock"), of the Company at a price to the Underwriter of $70.18 per share in a registered public offering (the "Offering"). The Offering closed on September 4, 2020. The Company issued and sold 2,132,380 shares of Class A Common Stock, and the selling stockholder sold 75,000 shares of Class A Common Stock in the Offering. The Offering generated net proceeds for the Company of $149.7 million and net proceeds for the selling stockholder of $5.3 million. The Company intends to use the proceeds to settle in cash exchanges of membership units in HLA held by certain of its members. The Company did not receive any proceeds from the sale of shares by the selling stockholder.

The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company, HLA and the selling stockholder have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock for 75 days after September 1, 2020 without first obtaining the written consent of the Underwriter. The foregoing description is a summary and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

The Offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC") on September 12, 2018 (File No. 333-227303), a base prospectus included as part of the registration statement, and a prospectus supplement, dated September 1, 2020, filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Faegre Drinker Biddle & Reath LLP, regarding certain Delaware law issues concerning the shares of Class A Common Stock sold in the Offering.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.            Description
  1.1                    Underwriting Agreement, dated September 1, 2020, among the Company, HLA,
                       J.P. Morgan Securities LLC and the selling stockholder referenced therein
  5.1                    Opinion of Faegre Drinker Biddle & Reath LLP, dated September 4, 2020
  23.1                   Consent of Faegre Drinker Biddle & Reath LLP (contained in Exhibit 5.1
                       above)
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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