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StepStone (NASDAQ: STEP) uses cash and equity in 2026 exchange to reach 65% stakes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

StepStone Group Inc. completed a third exchange transaction to acquire additional equity in its real estate, real assets and private debt subsidiaries. The company and its partnership bought approximately 5% more of each Asset Class Entity, bringing their ownership in SRE, SRA and SPD to about 65% each.

As consideration, they paid about $10 million in cash (about $11 million before adjustments), issued 972,685 shares of Class A common stock, and 2,438,273 Class D Units of StepStone Group LP. These securities were issued in private, unregistered transactions relying on exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act.

Positive

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Insights

StepStone uses equity and cash to deepen control of key affiliates.

StepStone Group increased its stakes in three Asset Class Entities to about 65% each through the 2026 Exchange. The consideration mix included roughly $10 million cash, 972,685 Class A shares, and 2,438,273 Class D Units, indicating meaningful but targeted use of equity.

The unregistered issuances relied on Sections 4(a)(2) and 3(a)(9) of the Securities Act, so securities were placed privately rather than through a public offering. One Class A share will be issuable for each Class D Unit under the exchange mechanics.

The transaction modestly dilutes existing equity holders while consolidating ownership in the real estate, real assets and private debt platforms. Future company filings may discuss how higher ownership in SRE, SRA and SPD affects reported earnings and capital allocation.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Additional stake acquired per entity 5% equity interests Portion of each Asset Class Entity acquired in 2026 Exchange
Ownership in SRE after exchange 65% equity interests Partnership ownership of SRE after 2026 Exchange
Ownership in SRA after exchange 65% equity interests Partnership ownership of SRA after 2026 Exchange
Ownership in SPD after exchange 65% equity interests Partnership ownership of SPD after 2026 Exchange
Cash consideration $10 million Aggregate cash paid, approximately, after adjustments
Gross cash before adjustments $11 million Cash consideration before giving effect to adjustments
Class A shares issued 972,685 shares Class A common stock issued as part of 2026 Exchange consideration
Class D Units issued 2,438,273 units Class D Units of the Partnership issued in the 2026 Exchange
Unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities"
Transaction Agreement regulatory
"pursuant to (i) the Transaction Agreement ... dated as of February 7, 2024"
Class D Units financial
"and (iii) 2,438,273 Class D Units of the Partnership (the “Class D Units”)"
Section 4(a)(2) regulatory
"in reliance upon the exemption set forth in Section 4(a)(2) under the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Section 3(a)(9) regulatory
"issuances will be made in reliance upon the exemption set forth in Sections 3(a)(9) and/or 4(a)(2)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Asset Class Entities financial
"collectively with SRE and SRA, the “Asset Class Entities”"
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0001796022false00017960222026-05-292026-05-29


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

May 29, 2026
Date of Report (date of earliest event reported)

STEPSTONE GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39510
84-3868757
(State or other jurisdiction of incorporation or organization)
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareSTEPThe 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.02. Unregistered Sales of Equity Securities

The information provided under Item 8.01 below is incorporated herein by reference to the extent responsive to Item 3.02.


Item 8.01. Other Events.

On May 29, 2026, StepStone Group Inc., a Delaware corporation (the “Company”) and StepStone Group LP, a Delaware limited partnership (the “Partnership”), completed the third exchange (the “2026 Exchange”) as part of the previously announced transactions to acquire equity interests of StepStone Group Real Estate LP, a Delaware limited partnership (“SRE”), StepStone Group Real Assets LP, a Delaware limited partnership (“SRA”) and StepStone Group Private Debt AG, a private company limited by shares incorporated in the canton of Zurich (“SPD”, and collectively with SRE and SRA, the “Asset Class Entities”, and each, an “Asset Class Entity”) pursuant to (i) the Transaction Agreement (as may be amended from time to time, the “SRE Transaction Agreement”), dated as of February 7, 2024, by and among SRE and the other parties thereto, (ii) the Transaction Agreement (as may be amended from time to time, the “SRA Transaction Agreement”), dated as of February 7, 2024, by and among SRA and the other parties thereto, and (iii) the Transaction Agreement (as may be amended from time to time, the “SPD Transaction Agreement”), dated as of February 7, 2024, by and among SPD, SC Partner LP, a Cayman Islands exempted limited partnership (the “SPD Seller”) and the other parties thereto.

The portion of the equity interests acquired in the 2026 Exchange was approximately 5% of each Asset Class Entity. As a result of the 2026 Exchange, the Partnership now owns approximately 65% of the outstanding equity interests of SRE, 65% of the outstanding equity interests of SRA and 65% of the outstanding equity interests of SPD. The amount of consideration delivered was calculated using exchange ratios based on a formula establishing an assumed value of each Asset Class Entity based on its estimated adjusted net income, relative to an adjusted trading multiple for the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), relative to the Company’s estimated adjusted net income. The aggregate consideration paid by the Company and the Partnership in the 2026 Exchange, inclusive of adjustments arising under the Transaction Agreements, was (i) approximately $10 million in cash (or approximately $11 million before giving effect to adjustments), (ii) 972,685 shares of Class A Common Stock, and (iii) 2,438,273 Class D Units of the Partnership (the “Class D Units”).

The Class A Common Stock and Class D Units issued at the closing of the 2026 Exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or other applicable securities laws, in reliance upon the exemption set forth in Section 4(a)(2) under the Securities Act. The Class A Common Stock issued to SPD Seller at the closing of the 2026 Exchange are subject to certain transfer restrictions set forth in the SPD Transaction Agreement. One share of Class A Common Stock will be issuable upon exchange of each Class D Unit and such issuances will be made in reliance upon the exemption set forth in Sections 3(a)(9) and/or 4(a)(2) under the Securities Act.


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: June 1, 2026By:/s/ Jennifer Y. Ishiguro
Jennifer Y. Ishiguro
Chief Legal Officer & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did StepStone Group Inc. (STEP) complete on May 29, 2026?

StepStone completed the third exchange in a series of deals to acquire additional equity in SRE, SRA and SPD. The 2026 Exchange increased its ownership stakes in each Asset Class Entity using a mix of cash, Class A shares and Class D Units.

How much of each Asset Class Entity does StepStone (STEP) own after the 2026 Exchange?

After the 2026 Exchange, StepStone’s partnership owns approximately 65% of the outstanding equity interests of SRE, 65% of SRA and 65% of SPD. This reflects an additional acquisition of about 5% of each Asset Class Entity in this step.

What consideration did StepStone (STEP) pay in the 2026 Exchange?

StepStone and its partnership paid approximately $10 million in cash, or about $11 million before adjustments, plus 972,685 shares of Class A common stock and 2,438,273 Class D Units. These amounts were calculated using exchange ratios tied to adjusted net income measures.

Were the new StepStone (STEP) securities registered under the Securities Act?

No, the Class A common stock and Class D Units issued in the 2026 Exchange were not registered under the Securities Act. They were issued in reliance on exemptions under Section 4(a)(2), with exchanges of Class D Units into Class A shares relying on Sections 3(a)(9) and/or 4(a)(2).

What are StepStone (STEP) Class D Units and how are they exchanged?

Class D Units are partnership units of StepStone Group LP issued as part of the consideration. Under the transaction terms, one share of Class A common stock will be issuable upon exchange of each Class D Unit, using Securities Act exemptions for those future issuances.

Do StepStone (STEP) shares issued to the SPD Seller face transfer restrictions?

Yes. The Class A common stock issued to the SPD Seller in the 2026 Exchange is subject to transfer restrictions. These restrictions are detailed in the SPD Transaction Agreement and limit how and when the SPD Seller can transfer those shares.

Filing Exhibits & Attachments

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