Stepstone Group Inc. SEC Filings

Jose A. Fernandez reported a transaction on 09/30/2025 in which he exchanged 200,000 Class B Units of StepStone Group LP for 200,000 shares of Class A Common Stock. The exchange triggered an automatic redemption and cancellation of 200,000 shares of Class B Common Stock. The Form 4 shows beneficial ownership after the transactions including 211,210 shares of Class A Common Stock (indirect, by trust), 3,216,601 shares of Class B Common Stock (indirect, by trust), and 1,605,500 shares of Class B Common Stock (indirect, by Santaluz Capital Partners, LLC). The filing was signed by an attorney-in-fact on 10/01/2025 and includes the issuer ticker STEP.

David Y. Park, Chief Financial Officer of StepStone Group Inc. (STEP), purchased 109 shares of Class A common stock on October 1, 2025, under the company's Employee Stock Purchase Plan (ESPP) at a price of $45.81 per share. The filing notes the ESPP price equals 85% of the lower of the fair market value on the offering period start or end date, and the reported price reflects 85% of the fair market value as of April 1, 2025. After the purchase, the reporting person beneficially owned 22,129 shares. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on behalf of Mr. Park.

Thomas Keck, a director of StepStone Group Inc. (STEP), reported transfers on September 30, 2025. He transferred 30,623 Class B Units of StepStone Group LP together with an equal number of Class B common shares to an entity owned entirely by a trust established for the benefit of his immediate family. The Form 4 states Keck retained the exclusive right to exercise or direct voting control over the transferred interests but disclaims beneficial ownership of them. The filing shows resulting holdings including 2,520,501 Class B Common Stock beneficially owned by a trust, 30,623 Class B Common Stock indirectly owned via Croft & Company LLC, and 1,645,374 Class B Common Stock indirectly owned via Cresta Capital, LLC. The transactions were reported by an attorney-in-fact on October 1, 2025.

Scott W. Hart, StepStone Group Inc. CEO and director, reported sales of Class A common stock executed on 09/25/2025 under Rule 10b5-1 trading plans. The filings show a sale of 8,589 shares at a weighted average price of $64.62 and a sale of 1,411 shares at a weighted average price of $65.18. The reporting person discloses indirect beneficial ownership by trust of 41,411 and 40,000 shares in the respective entries. The form identifies the reporting person as a member of a 13D group that owns more than 10% of the issuer. The document is signed by an attorney-in-fact on 09/26/2025.

StepStone Group Inc. amended and restated its certificate of incorporation to remove obsolete provisions and make technical, clarifying and conforming changes. Stockholders approved the so-called Clean-Up Amendments at the company’s 2025 annual meeting, the company filed a Certificate of Amendment that became effective upon filing, and subsequently filed a Restated Certificate that integrates the prior certificate, the Clean-Up Amendments and an earlier amendment limiting certain officer liability. Copies of the Certificate of Amendment and the Restated Certificate are attached as exhibits and incorporated by reference.

Jose A. Fernandez reports beneficial ownership of 5,033,311 shares of StepStone Group Inc. Class A Common Stock, representing 6.0% of the 78,563,710 shares outstanding as of September 12, 2025, assuming conversion of Class B units on a one-for-one basis. His holdings arise from Class B units and Class B common stock received in the issuer's 2020 IPO, exchanges into Class A shares, and vested restricted stock units.

The filing notes a new 10b5-1 plan entered in August 2025 permitting sales of up to 211,210 Class A shares subject to minimum price conditions. The Class B Committee has disbanded and prior reporting as a committee member has ceased. Contracts referenced include the Partnership Operating Agreement, an exchange agreement, registration rights and a tax receivable agreement.

StepStone Group Inc. reporting person James Lim states beneficial ownership of 4,204,451 Class A equivalent shares, representing 5.3% of outstanding Class A common stock on a fully exchanged basis. The total reflects 4,040,795 Class A shares directly held and 163,656 Class C units held through Sanctuary Bay LLC that are exchangeable into Class A common stock within 60 days. The filing amends prior Schedule 13D submissions and confirms no purchases or sales of Class A shares in the prior 60 days.

Thomas Keck reports beneficial ownership of 4,299,538 shares of StepStone Group Inc. Class A common stock, representing 5.2% of the 78,563,710 shares outstanding on the reported record basis assuming exchange of Class B units for Class A shares one-for-one. His holdings arise from direct Class A shares, Class B units and Class B common stock received in connection with the company’s prior reorganization and IPO, and include shares held through a family trust and Cresta Capital, LLC.

The filing states the holdings are for investment purposes, notes that the Class B Committee has disbanded, and describes existing contractual rights including an exchange agreement allowing conversion of Class B units into Class A shares (or cash at the issuer’s election) and registration and piggyback rights under a registration rights agreement.

StepStone Group insiders amended a Schedule 13D to report changes in beneficial ownership tied to the dissolution of the Class B Committee. The six reporting persons — Monte Brem, Scott Hart, Jason Ment, Jose Fernandez, Michael McCabe and Thomas Keck — previously were deemed to beneficially own 42,227,381 votes via the Class B Committee but, effective 12:01 a.m. on September 18, 2025, the Committee disbanded and that committee-based beneficial ownership ceased. The filing lists each individual’s direct beneficial holdings in Class A common stock, ranging from 1.4% (Ment) to 6.0% (Fernandez) of Class A outstanding, based on 78,563,710 shares. The amendment also discloses a 10b5-1 sale plan by Mr. Fernandez for up to 211,210 shares and two open-market sales by Mr. Hart totaling 20,000 shares in July–August 2025.