James Lim trims StepStone (STEP) stake to 4% after Jan 2026 sales

Rhea-AI Filing Summary

StepStone Group Inc. investor James Lim filed Amendment No. 6 to his Schedule 13D updating his ownership and recent trading activity. He now beneficially owns 3,204,451 shares of StepStone Class A common stock, representing 4.0% of the outstanding Class A shares, calculated under SEC Rule 13d-3. This total includes 3,040,795 Class A shares and 163,656 Class C units held through Sanctuary Bay LLC that are exchangeable into Class A shares within 60 days on a one-for-one basis.

The filing also details a series of open market sales in January 2026. These include blocks such as 76,692 shares at $69.30 per share on January 5, 123,308 shares at $70.00 on January 6, and 250,000 shares at $72.45 on January 13, among other transactions. The weighted average sale prices are provided for each trading day, and Lim undertakes to provide full trade details upon request to regulators, the issuer, or its security holders.

Insights

Equity ownership & governance analyst

Filing shows updated 4.0% stake and recent open market sales.

The amendment reports that James Lim beneficially owns 3,204,451 shares of StepStone Group Inc. Class A common stock, equal to 4.0% of the Class A shares outstanding. This figure includes 3,040,795 Class A shares plus 163,656 Class C units held by Sanctuary Bay LLC that are exchangeable one-for-one into Class A shares within 60 days under existing agreements.

The document itemizes several open market sales in January 2026, with weighted average prices ranging from $69.14 to $72.78 per share on different days. These transactions reduce Lim’s freely held Class A position while maintaining a meaningful, though not controlling, ownership level. The impact on StepStone’s governance dynamics is limited because the reported stake remains at a single-digit percentage, and no new governance arrangements or intentions are disclosed in this excerpt.

The filing notes Lim’s undertaking to provide detailed trade data upon request to the SEC staff, the issuer, or its security holders, which supports transparency around the reported January 2026 sales. Subsequent ownership updates, if any, would be expected through future beneficial ownership filings as required by SEC rules.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

StepStone Group Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

85914M107

(CUSIP Number)

Jennifer Y. Ishiguro
StepStone Group Inc., 277 Park Avenue, 45th Floor
New York, NY, 10172
(212) 351-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 85914M107

1

Name of reporting person

James Lim

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,204,451.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,204,451.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,204,451.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, Par Value $0.001 Per Share
(b)	Name of Issuer: StepStone Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 277 Park Avenue, 45th Floor, New York, NEW YORK , 10172.
Item 1 Comment: This statement on Schedule 13D (this "Statement") relates to the Reporting Person's (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par value $0.001 per share (the "Class A Common Stock"), of StepStone Group Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 277 Park Avenue, 45th Floor, New York, NY 10172. This amendment (the "Amendment") amends the prior statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 20, 2021, as amended on July 3, 2023, February 21, 2024, August 14, 2024, November 1, 2024 and September 18, 2025 (the "Original Filing" and, as amended by this Amendment, the "Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Filing.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented as follows: This Schedule 13D is being filed by James Lim (the "Reporting Person"). (a) As of the date of this statement, Mr. Lim beneficially owns 3,040,795 shares of Class A Common Stock and 163,656 Class C Units that are convertible into Class A Common Stock owned by Sanctuary Bay LLC. All of the Class C units owned by Sanctuary Bay LLC are exchangeable within 60 days of the date hereof.
Item 5.	Interest in Securities of the Issuer
(a)	(a) and (b) Items 5(a) and 5(b) of Schedule 13D are amended to reflect the following: The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person. The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person is calculated in accordance with Rule 13d-3. Percentage of Number of Class Shares A Common Beneficially Stock Reporting Person Owned Outstanding(1) James Lim 3,204,451 4.0% (1) Based on 80,135,346 shares of Class A Common Stock issued and outstanding as of January 5, 2026, and assuming that the Reporting Person exchanges all the Class C Units that are beneficially owned by him and currently available to be exchanged for Class A Common Stock on a one-for-one basis.
(c)	Item 5(c) of Schedule 13D is hereby amended and supplemented as follows: Other than the transactions described below and disclosed in the Original Filing, the Reporting Person has not effected any transactions involving the beneficial ownership of Class A Common Stock during the sixty (60) days prior to the date of this statement. With respect to the sale transactions reported below, each day's sales comprised open market transactions made on that day, and the price per share reported is the weighted average sale 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 of Class A Common Stock and prices at which the trades were effected. The Reporting Person sold: 76,692 shares of Class A Common Stock at $69.30 per share on January 5, 2026; 123,308 shares of Class A Common Stock at $70.00 per share on January 6, 2026; 72,391 shares of Class A Common Stock at $69.14 per share on January 7, 2026; 227,609 shares of Class A Common Stock at $70.10 per share on January 8, 2026; 200,000 shares of Class A Common Stock at $71.56 on January 9, 2026; 250,000 shares of Class A Common Stock at $72.45 on January 13, 2026; and 50,000 shares of Class A Common Stock at $72.78 on January 14, 2026.
(e)	January 6, 2026
Item 7.	Material to be Filed as Exhibits.
	1. Tenth Amended and Restated Limited Partnership Agreement of StepStone Group LP (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 31, 2024). 2. Class C Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Form 8-K filed with the SEC on September 20, 2021). 3. Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on May 31, 2024) 24.1 Power of Attorney for James Lim (incorporated by reference to Exhibit 24.1 to the Reporting Person's Schedule 13D filed on September 24, 2021).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

James Lim

Signature:	/s/ Jennifer Ishiguro, Attorney-in-Fact
Name/Title:	James Lim
Date:	01/14/2026

FAQ

What does the STEP Schedule 13D/A amendment report for James Lim?

The amendment reports that James Lim has updated his beneficial ownership and recent trading in StepStone Group Inc. (STEP) Class A common stock. It shows his current aggregate beneficial holdings and discloses multiple open market sales of Class A shares in January 2026.

How many StepStone (STEP) shares does James Lim beneficially own and what percentage is that?

James Lim beneficially owns 3,204,451 shares of StepStone Class A common stock, representing 4.0% of the Class A shares outstanding. This percentage is based on 80,135,346 Class A shares issued and outstanding as of January 5, 2026, assuming exchange of his eligible Class C units on a one-for-one basis.

How is James Lim’s 3,204,451-share beneficial ownership in STEP structured?

His beneficial ownership consists of 3,040,795 StepStone Class A shares plus 163,656 Class C units held by Sanctuary Bay LLC. All of these Class C units are exchangeable into StepStone Class A common stock on a one-for-one basis within 60 days of the statement’s date.

What recent StepStone (STEP) stock sales by James Lim are disclosed?

The filing lists several open market sales of StepStone Class A shares in January 2026, including 76,692 shares at $69.30 per share on January 5, 123,308 shares at $70.00 on January 6, 227,609 shares at $70.10 on January 8, 250,000 shares at $72.45 on January 13, and other similar transactions.

How was the 4.0% ownership figure for James Lim in STEP calculated?

The 4.0% figure is calculated under SEC Rule 13d-3 using 80,135,346 StepStone Class A shares issued and outstanding as of January 5, 2026, plus the Class A shares that would be issued if Lim’s 163,656 exchangeable Class C units were converted on a one-for-one basis.

Does the filing describe James Lim’s transaction prices and transparency commitments?

Yes. For each trading day in January 2026, the filing provides the weighted average sale price, such as $69.14, $70.10, $71.56, and $72.78 per share. It also states that Lim will provide full details on the number of shares and prices for each trade upon request to the SEC staff, the issuer, or any security holder.