[SCHEDULE 13D/A] StepStone Group Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of total beneficial ownership of 4,204,451 Class A-equivalent shares
• Quantified stake representing 5.3% of Class A common stock on a fully exchanged basis
• Convertible units (163,656 Class C units) are identified as exchangeable within 60 days, clarifying potential near-term share conversion

Negative

• None.

Insights

Securities Analyst

TL;DR Reporting person discloses a modest 5.3% stake including convertible units exchangeable within 60 days.

The disclosure updates prior Schedule 13D filings to reflect a combined holding of 4,204,451 Class A-equivalent shares. From a market perspective, a disclosed stake above 5% is notable because it must be reported publicly and may draw investor attention, but by itself does not indicate an intent to acquire control or change governance. The conversion feature (163,656 Class C units exchangeable one-for-one) creates a near-term potential increase in publicly traded Class A float if exchanged.

Corporate Governance Expert

TL;DR Amendment clarifies ownership structure and near-term convertibility; no transactions reported in the last 60 days.

This amendment documents beneficial ownership through direct shares and convertible units held via an affiliate (Sanctuary Bay LLC). The fact that the Class C units are exchangeable within 60 days is governance-relevant because it may modestly affect voting power and public share count on conversion. The filing does not allege any change in intent or proposed corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

09/18/2025

(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 4,204,451.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,204,451.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,204,451.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

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 and November 1, 2024 (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 4,040,795 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 4,204,451 5.3% (1) Based on 78,563,710 shares of Class A Common Stock issued and outstanding as of September 12, 2025, 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)	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.
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:	09/18/2025

FAQ

How many shares of STEP does James Lim beneficially own?

James Lim beneficially owns 4,204,451 Class A-equivalent shares (including convertible units).

What percent of STEP does the filing report?

The filing reports ownership of 5.3% of StepStone Group Inc.'s Class A common stock on a fully exchanged basis.

Do any of the reported holdings convert into Class A shares?

Yes. The filing discloses 163,656 Class C units held through Sanctuary Bay LLC that are exchangeable into Class A common stock on a one-for-one basis within 60 days.

Were there any transactions in STEP shares in the last 60 days?

No. The reporting person states no transactions involving beneficial ownership of Class A Common Stock during the prior 60 days.

Does the amendment change previously filed Schedule 13D information?

Yes. This Amendment updates the prior Schedule 13D filings to reflect the current aggregate holdings and exchangeable Class C units.