STEP updates charter with shareholder-approved clean-up amendments and restated certificate

Rhea-AI Filing Summary

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.

Positive

• Restated Certificate was filed to integrate the Certificate of Incorporation, the Clean-Up Amendments, and an amendment limiting certain officer liability, simplifying governing documents.
• Stockholders approved the Clean-Up Amendments, indicating shareholder support for the technical and conforming changes.
• Full texts of the Certificate of Amendment and the Restated Certificate are filed as exhibits and incorporated by reference for transparency.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine charter housekeeping that clarifies governance terms and consolidates amendments into a single restated certificate.

The company completed shareholder-approved, non-substantive Clean-Up Amendments and filed a Certificate of Amendment and a Restated Certificate to consolidate prior changes, including a provision limiting certain officer liability allowed under Delaware law. This is standard corporate maintenance intended to simplify the governing charter text and reduce ambiguity for stakeholders. The filing does not, on its face, change economic rights or capital structure disclosed in this report.

Securities Analyst

TL;DR: Administrative filing with limited direct financial impact and low investor materiality.

Integrating amendments into a Restated Certificate improves document clarity for investors and regulators but represents housekeeping rather than an operational or financial shift. Exhibits include the full texts of the Certificate of Amendment and the Restated Certificate, enabling review of any precise wording changes. No earnings, debt, or transaction information is disclosed in this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 18, 2025

Date of Report (date of earliest event reported)

STEPSTONE GROUP INC.

(Exact name of registrant as specified in charter)

Delaware			001-39510						84-3868757
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)
277 Park Avenue, 45th Floor			New York,			NY			10172
(Address of Principal Executive Offices)									(Zip Code)

(212) 351-6100

Registrant's telephone number, including area code

(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, par value $0.001 per share			STEP			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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported in the Current Report on Form 8-K filed by StepStone Group Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 11, 2025 (the “Prior 8-K”), on September 9, 2025, upon the recommendation of the Board of Directors of the Company, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to remove obsolete provisions and make certain other clarifying, technical and conforming changes (the “Clean-Up Amendments”). The details of the Clean-Up Amendments were disclosed in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, filed with the SEC on July 25, 2025, which description is incorporated herein by reference.

As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on September 18, 2025, which became effective upon filing. The Company subsequently filed a restated certificate of incorporation (the “Restated Certificate”) that integrated the Certificate of Incorporation, the Clean-Up Amendments, and the amendment to limit the liability of certain officers as permitted by Delaware law as described in the Prior 8-K.

The foregoing description of the Clean-Up Amendments and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Certificate of Incorporation
3.2						Restated Certificate of Incorporation
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.

						STEPSTONE GROUP INC.
Date: September 19, 2025			By:			/s/ Jennifer Y. Ishiguro
						Jennifer Y. Ishiguro
						Chief Legal Officer & Secretary

FAQ

What did StepStone Group Inc. (STEP) change in its certificate of incorporation?

The company removed obsolete provisions and made clarifying, technical and conforming changes (the Clean-Up Amendments) and filed a Restated Certificate integrating those changes.

Were the Clean-Up Amendments approved by shareholders of STEP?

Yes, the Clean-Up Amendments were approved by stockholders at the company's 2025 annual meeting.

Did StepStone file official documents reflecting these changes?

Yes, the company filed a Certificate of Amendment that became effective upon filing and later filed a Restated Certificate; both are attached as exhibits.

Do these filings change StepStone's economic rights or capital structure?

The filing describes technical and conforming amendments and a liability-limiting amendment for certain officers; no changes to reported earnings, debt, or capital structure are disclosed in this report.

Where can I find the exact language of the amendments?

The full text of the Certificate of Amendment and the Restated Certificate are filed as Exhibit 3.1 and Exhibit 3.2 to the Current Report and are incorporated by reference.