[Form 4] StepStone Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

180 Life Sciences Corp. (NASDAQ: ATNF/ATNFW) filed an 8-K on 11-12 July 2025 disclosing compensation-related actions approved by its Board of Directors.

• Accelerated vesting – executives: The Board accelerated in-full vesting of (i) 435,000 stock options (exercise price $0.9290; 10-year term) and (ii) 175,750 restricted shares previously granted on 17 June 2025 to CEO Blair Jordan and CAO Eric Van Lent.
• Accelerated vesting – non-executive directors: Vesting of 530,000 options (same $0.9290 exercise price) and 214,579 restricted shares granted on 17 June 2025 to three independent directors was likewise accelerated.
• Shareholder approval still required: Under Nasdaq rules and the company’s 2025 Option Incentive Plan, none of the accelerated options may be exercised until shareholders approve the 2025 Plan. If approval is not obtained within one year of adoption, all options issued under the plan will be cancelled.
• Consulting agreement amendment: On 12 July 2025, the company, Eric Van Lent and EVL Consulting, LLC extended Mr. Van Lent’s Executive Consulting Agreement through 31 Dec 2025 and increased the early-termination fee from $10,000 to $25,000.
• No financial or operational metrics were reported.

The filing contains updated exhibits for the 2025 Option Incentive Plan, related award agreements and the amended consulting agreement.

Positive

• All accelerated options remain non-exercisable until shareholder approval, providing an investor safeguard against immediate dilution.
• Extension of CAO agreement through year-end secures continuity in a key finance role at a low incremental cost.

Negative

• Front-loaded share-based compensation expense from accelerated vesting could pressure near-term reported earnings.
• Potential dilution of up to ~1.36 million shares (options plus restricted stock) once shareholder approval is obtained.

Insights

Compensation Analyst

TL;DR Acceleration increases current share-based comp expense and potential dilution; options still contingent on shareholder approval.

The board’s decision brings forward the vesting schedule for 965,000 options and 390,000 restricted shares. While this rewards leadership and directors immediately, it concentrates expense recognition into Q3 FY25 under ASC 718. Dilution risk is moderate because option exercise cannot occur until shareholders approve the 2025 Plan; absent approval, all options are void. The consulting agreement extension modestly raises fixed obligations (extra $15k maximum termination fee) but secures continuity in the CAO role through year-end. Overall impact on valuation is limited and largely accounting-based, not cash.

Portfolio Manager

TL;DR Governance-neutral action; immaterial cash outflow, minor potential dilution, contingent on shareholder vote.

From an investor’s lens, the accelerated vesting signals confidence in management but does not alter core fundamentals—no revenue, margin or pipeline updates were provided. Total underlying shares (≈1.36 million) represent a modest fraction of ATNF’s 46 million basic shares outstanding (per last 10-Q), implying <3% possible dilution if fully exercised/issued. Because exercise is blocked pending shareholder approval, immediate market impact should be small. The consulting amendment adds negligible cost. I view the filing as routine housekeeping rather than a catalyst.

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).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
07/10/2025

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	07/10/2025		S		10,000	D	$60.29(1)	70,000	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 $60.00 to $60.51. 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/ Scott W. Hart	07/14/2025
	** 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

How many 180 Life Sciences (ATNF) options had vesting accelerated?

The Board accelerated vesting of 965,000 stock options granted to executives and non-executive directors.

What is the exercise price of the accelerated options?

All options have an exercise price of $0.9290 per share, the market close on 17 June 2025.

Can the newly vested options be exercised immediately?

No. Shareholder approval of the 2025 Option Incentive Plan is required; without it, the options will be cancelled.

How many restricted shares vested as a result of the Board action?

A total of 390,329 restricted shares (executive and director grants combined) vested in full on 11-12 July 2025.

What changes were made to Eric Van Lent’s consulting agreement?

The term was extended to 31 December 2025 and the termination fee increased from $10,000 to $25,000.

Does the filing affect 180 Life Sciences’ cash position?

The actions are primarily non-cash accounting events; only the higher termination fee could lead to a modest future cash outflow.