Stepstone Group Inc. SEC Filings

Jose A. Fernandez reports beneficial ownership of 5,033,311 shares of StepStone Group Inc. Class A Common Stock, representing 6.0% of the 78,563,710 shares outstanding as of September 12, 2025, assuming conversion of Class B units on a one-for-one basis. His holdings arise from Class B units and Class B common stock received in the issuer's 2020 IPO, exchanges into Class A shares, and vested restricted stock units.

The filing notes a new 10b5-1 plan entered in August 2025 permitting sales of up to 211,210 Class A shares subject to minimum price conditions. The Class B Committee has disbanded and prior reporting as a committee member has ceased. Contracts referenced include the Partnership Operating Agreement, an exchange agreement, registration rights and a tax receivable agreement.

StepStone Group Inc. reporting person James Lim states beneficial ownership of 4,204,451 Class A equivalent shares, representing 5.3% of outstanding Class A common stock on a fully exchanged basis. The total reflects 4,040,795 Class A shares directly held and 163,656 Class C units held through Sanctuary Bay LLC that are exchangeable into Class A common stock within 60 days. The filing amends prior Schedule 13D submissions and confirms no purchases or sales of Class A shares in the prior 60 days.

Thomas Keck reports beneficial ownership of 4,299,538 shares of StepStone Group Inc. Class A common stock, representing 5.2% of the 78,563,710 shares outstanding on the reported record basis assuming exchange of Class B units for Class A shares one-for-one. His holdings arise from direct Class A shares, Class B units and Class B common stock received in connection with the company’s prior reorganization and IPO, and include shares held through a family trust and Cresta Capital, LLC.

The filing states the holdings are for investment purposes, notes that the Class B Committee has disbanded, and describes existing contractual rights including an exchange agreement allowing conversion of Class B units into Class A shares (or cash at the issuer’s election) and registration and piggyback rights under a registration rights agreement.

StepStone Group insiders amended a Schedule 13D to report changes in beneficial ownership tied to the dissolution of the Class B Committee. The six reporting persons — Monte Brem, Scott Hart, Jason Ment, Jose Fernandez, Michael McCabe and Thomas Keck — previously were deemed to beneficially own 42,227,381 votes via the Class B Committee but, effective 12:01 a.m. on September 18, 2025, the Committee disbanded and that committee-based beneficial ownership ceased. The filing lists each individual’s direct beneficial holdings in Class A common stock, ranging from 1.4% (Ment) to 6.0% (Fernandez) of Class A outstanding, based on 78,563,710 shares. The amendment also discloses a 10b5-1 sale plan by Mr. Fernandez for up to 211,210 shares and two open-market sales by Mr. Hart totaling 20,000 shares in July–August 2025.

Form 144 notice for StepStone Group Inc. (STEP) shows a proposed sale of 1,000 Class A Common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value of $63,260 and approximate sale date of 09/11/2025 on NASDAQ. The shares were acquired on 02/14/2023 via restricted stock vesting under a registered plan and were issued by the issuer for services rendered. The filer reports 78,552,912 shares outstanding for this class. The form indicates no securities sold in the past three months by the selling person and includes the standard signature representation about material nonpublic information.

StepStone Group Inc. held its 2025 Annual Meeting on September 9, 2025. Stockholders elected nine director nominees to one-year terms and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. Shareholders approved, on a non-binding advisory basis, the company’s named executive officer compensation (Say-on-Pay). They also approved an Exculpation Amendment to the Amended and Restated Certificate of Incorporation to limit the liability of certain officers under Delaware law; a Certificate of Amendment reflecting that change was filed with Delaware on September 10, 2025 and became effective upon filing. Stockholders also approved certain Clean-Up Amendments (technical and conforming changes) that the company intends to file with Delaware on September 18, 2025. As of the July 15, 2024 record date there were 78,552,912 shares of Class A and 39,504,186 shares of Class B common stock outstanding, with 268,858,771 votes represented at the meeting out of 276,073,842 votes eligible.

David F. Hoffmeister, a director of StepStone Group Inc. (STEP), was granted 3,691 shares of Class A common stock on 09/09/2025 as compensation for board service. These shares were issued pursuant to restricted stock units that vest in full on the earlier of the first anniversary of the grant date or the issuer's next annual meeting of stockholders, provided the reporting person continues to serve.

After the reported grant, Mr. Hoffmeister beneficially owns 13,934 shares directly and has indirect beneficial ownership of 39,536 shares through Sentinel Point Partners Inc. The Form 4 was signed on behalf of Mr. Hoffmeister by an attorney-in-fact on 09/10/2025.

Valerie G. Brown, a director of StepStone Group Inc. (STEP), was issued 3,281 shares of Class A common stock on 09/09/2025 as compensation for board service. Following the grant, Ms. Brown beneficially owns 6,717 shares directly and 15,322 shares indirectly through a trust. The restricted stock units vest in full on the earlier of the first anniversary of the grant date or the issuer's next annual meeting of stockholders, conditioned on continued service. The Form 4 was signed on 09/10/2025 by an attorney-in-fact.

StepStone Group Inc. (STEP) director Anne L. Raymond was granted 3,281 shares of Class A Common Stock as restricted stock units on 09/09/2025. Following the grant, Ms. Raymond beneficially owned 27,237 shares. The award vests in full on the earlier of the first anniversary of the grant date or the issuer's next annual meeting of stockholders, subject to continued service. The Form 4 was signed by an attorney-in-fact on 09/10/2025. The filing discloses director compensation in the form of equity and the post-grant beneficial ownership total; no derivative transactions or exercise prices are reported.