StepStone (STEP) CEO Reports 10b5-1 Sales; 13D Group Ownership Noted

Rhea-AI Filing Summary

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.

Positive

• Sales executed under Rule 10b5-1 plans, indicating pre-established, non-timely trading procedures
• Clear disclosure of weighted average prices and willingness to provide full trade details on request
• Form 4 filed and signed by attorney-in-fact, showing procedural compliance

Negative

• Insider sales by the CEO (8,589 and 1,411 Class A shares) reduce his direct/indirect holdings
• Reporting person is part of a 13D group owning >10%, which may be material for ownership concentration

Insights

Financial Analyst

TL;DR: CEO Scott Hart sold small blocks of Class A stock via pre-established 10b5-1 plans; ownership remains partially indirect via trusts.

The reported transactions on 09/25/2025 consist of two disclosed sales executed under Rule 10b5-1 plans with weighted average sale prices of $64.62 and $65.18. The sizes disclosed (8,589 and 1,411 shares) are modest relative to the issuer's reported indirect holdings. The filing also restates indirect beneficial ownership through trusts and notes membership in a 13D group exceeding 10% ownership. From a capital-markets perspective, these sales appear structured and pre-planned, reducing immediate information asymmetry risk, though they are transparent signals of insider liquidity activity.

Corporate Governance Expert

TL;DR: Insider sales were executed under documented 10b5-1 plans and were properly disclosed on Form 4; governance disclosure appears compliant.

The Form 4 shows the reporting person as both an officer (CEO) and director and discloses use of Rule 10b5-1 trading plans for the reported sales, with weighted average prices and a commitment to provide full trade details on request. The filing includes a signature by an attorney-in-fact and notes membership in a 13D group. These elements indicate procedural compliance with Section 16 reporting obligations and established trading-plan protocols. No additional governance deficiencies are evident from the filing text alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hart Scott W

(Last) (First) (Middle)

C/O STEPSTONE GROUP INC.

277 PARK AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10172

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
StepStone Group Inc. [ STEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		See remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/25/2025		S		8,589	D	$64.62(1)	41,411	I	By Trust
Class A Common Stock	09/25/2025		S		1,411	D	$65.18(2)	40,000	I	By Trust
Class A Common Stock								50,883	D
Class B Common Stock								3,061,782	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $64.05 to $65.03. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $65.11 to $65.27. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

Member of 13D Group that owns more than 10%

	/s/ Jennifer Ishiguro, Attorney-in-fact for Scott W. Hart	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Scott W. Hart report on Form 4 for STEP?

The Form 4 reports sales on 09/25/2025 of 8,589 Class A shares at a weighted average price of $64.62 and 1,411 Class A shares at a weighted average price of $65.18, executed under Rule 10b5-1 plans.

Does the filing state how many shares Scott Hart beneficially owns after these transactions?

The filing shows indirect beneficial ownership by trust of 41,411 and 40,000 shares in the respective table entries; no additional consolidated total is provided in the text.

Were the sales part of a 10b5-1 trading plan?

Yes. Each disclosed transaction notes it was executed pursuant to a Rule 10b5-1 trading plan, with reported weighted average prices and ranges of execution prices.

Is Scott Hart a major shareholder of STEP according to the filing?

The filing states he is a member of a 13D group that owns more than 10% of the issuer, indicating significant group ownership.

When was the Form 4 signed and filed?

The signature on the form is dated 09/26/2025, signed by Jennifer Ishiguro as attorney-in-fact for Scott W. Hart.