StepStone CEO Hart trims stake; retains 3.1M Class B shares

Rhea-AI Filing Summary

StepStone Group Inc. (STEP) – Form 4 insider transaction

On 07/25/2025, CEO & Director Scott W. Hart disposed of 10,000 Class A shares at a weighted-average $61.28 per share under a Rule 10b5-1 trading plan, generating roughly $0.61 million in proceeds.

Post-sale beneficial ownership stands at:

• 60,000 Class A shares indirectly (trust)
• 50,883 Class A shares directly
• 3,061,782 Class B shares indirectly (trust)

The transaction reduces Hart’s overall economic stake by well under 1%, indicating routine diversification rather than a strategic change. No derivative positions were reported, and the executive remains part of a Schedule 13D group exceeding 10% ownership.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was pre-scheduled and reducing the likelihood of opportunistic trading.

Negative

• CEO sold 10,000 Class A shares worth approximately $0.6 M, a potential—though minor—negative signal to some investors.

Insights

Securities Analyst

TL;DR: Small, pre-planned CEO sale; immaterial to valuation.

The 10,000-share sale is roughly 0.3% of Hart’s total STEP exposure and was executed through a 10b5-1 plan—suggesting routine liquidity management. With over 3 million Class B shares still held, insider alignment remains strong. No changes to derivative positions or guidance were disclosed, so market impact should be minimal.

Corporate Governance Expert

TL;DR: Governance-neutral; transparency maintained via 10b5-1 plan.

The filing evidences good governance practice: advance adoption of a 10b5-1 plan and prompt reporting. Sale size is modest relative to holdings, limiting concern over negative signaling. Continued 13D group status underscores significant insider commitment.

Insider Trade Summary

Net Seller: 10,000 shares

Net Sell 3 txns

Insider Hart Scott W

Role Chief Executive Officer

Sold 10,000 shs ($613K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	10,000	$61.28	$613K
holding	Class A Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 60,000 shares (Indirect, By Trust); Class A Common Stock — 50,883 shares (Direct); Class B Common Stock — 3,061,782 shares (Indirect, By Trust)

Footnotes (1)

1. F1. This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $60.77 to $61.65. 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.

FAQ

How many STEP shares did CEO Scott Hart sell?

He disposed of 10,000 Class A common shares on 07/25/2025.

At what price were the STEP shares sold?

The weighted-average sale price was $61.28, with trades ranging from $60.77 to $61.65.

What is Scott Hart’s remaining ownership in StepStone Group?

After the sale he holds 60,000 Class A (indirect), 50,883 Class A (direct) and 3,061,782 Class B (indirect) shares.

Was the transaction part of a 10b5-1 plan?

Yes. The filing states the sale was executed under a Rule 10b5-1 trading plan.

Does this sale change Hart’s status as a 10% insider?

No. He remains in a Schedule 13D group that owns more than 10% of STEP’s voting securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/25/2025 - 05:57 PM Learn about SEC filing dates

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)
07/25/2025

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	07/25/2025		S		10,000	D	$61.28(1)	60,000	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 $60.77 to $61.65. 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	07/25/2025
	** 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.