[SCHEDULE 13D] StepStone Group Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Substantial stake disclosed: 5,033,311 shares representing 6.0% on a converted basis, providing transparency to investors
• Planned orderly sales: Adoption of a 10b5-1 plan limits potential ad-hoc insider sales and sets clear parameters for up to 211,210 shares
• Resale pathways: Registration rights exist for shares issued upon exchange of Class B units, facilitating liquidity

Negative

• Potential share sales: 10b5-1 plan permits sale of up to 211,210 Class A shares, which could exert selling pressure if executed
• Conversion-driven dilution: Ownership percentage assumes one-for-one exchange of Class B units for Class A shares, which affects share count and voting alignment
• Tax receivable agreement obligations: Issuer may pay 85% of certain tax benefits to continuing partners, which affects post-exchange economics

Insights

Financial Analyst

TL;DR: Reporting person holds 6.0% on a converted basis and adopted a 10b5-1 plan to sell up to 211,210 shares.

The owner's 5,033,311-share position combines current Class A shares and Class B units that are exchangeable one-for-one, which creates optional dilution if exchanges occur. The disclosed 10b5-1 sales plan provides a predefined, lawful mechanism to sell a limited number of shares, which may add modest selling pressure depending on timing and price conditions. Registration rights and the tax receivable agreement could affect resale liquidity and post-exchange tax economics, but the filing contains no economic results or near-term transactions beyond the 10b5-1 plan.

Corporate Governance Expert

TL;DR: Reporting change reflects governance shift: Class B Committee disbanded and individual reporting resumed.

The disbanding of the Class B Committee and the resulting change in how beneficial ownership is reported are material from a governance and disclosure standpoint because they alter prior collective reporting arrangements. The exchange agreement and registration rights remain operative and govern conversion mechanics and resale registration, while the tax receivable agreement allocates realized tax benefits to continuing partners. The filing contains customary contractual references and no proposals or plans to pursue control transactions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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

Jose A. Fernandez

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 5,033,311.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,033,311.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,033,311.00

12

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

13

Percent of class represented by amount in Row (11)

6.0 %

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 2.	Identity and Background
(a)	Jose A. Fernandez
(b)	The principal business address of the Reporting Person is c/o StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172
(c)	The principal occupation of the Reporting Person is Co-Chief Operating Officer of the Issuer and StepStone Group LP (the "Partnership"), Director of the Issuer and Partner of the Partnership.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	The Reporting Person is a U.S. citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	As a result of the Issuer's initial public offering (the "IPO") of the Issuer's Class A Common Stock in September 2020 and related reorganization transactions, the Reporting Person beneficially owns certain Class B units in the Partnership (the "Class B Units") and an equal number of shares of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), which were received in exchange for other securities of the Partnership that the Reporting Person beneficially owned prior to the IPO. The Reporting Person is party to an exchange agreement with the Issuer, that entitles the parties thereto (and certain permitted transferees thereof) to exchange their Class B units, together with an equal number of shares of the Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at the Issuer's election, for cash. The Reporting Person also owns certain shares of the Issuer's Class A Common Stock received in such exchanges , as well as Class A Common Stock received from the vesting of restricted stock units of the Issuer. Concurrently with the closing of the Issuer's IPO and the Reorganization, certain of the Class B stockholders entered into a stockholders agreement (the "Stockholders Agreement") with respect to all shares of Class A Common Stock and Class B Common Stock held by them. The Stockholders Agreement provided for the establishment of a Class B Committee selected from time to time by the parties to that agreement (the "Class B Committee"), including the Reporting Person. From the closing of the IPO to the date of this Schedule 13D, the Reporting Person reported his beneficial ownership of Class A Common Stock as a member of the Class B Committee. As of the date of this Schedule 13D, the Class B Committee has disbanded and the Reporting Person ceased to have any beneficial ownership in his role as a member of the Class B Committee.
Item 4.	Purpose of Transaction
	The Reporting Person acquired, and presently holds, Class A Common Stock, Class B Common Stock and Class B Units for investment purposes. In August 2025, Mr. Fernandez entered into a 10b5-1 Plan with Morgan Stanley Smith Barney LLC, which provides for the sale of up to 211,210 shares of Class A Common Stock. All sales of shares of Class A Common Stock under the 10b5-1 Plan are subject to certain minimum price conditions. Except as otherwise described in this Schedule 13D, the Reporting Person does not currently have any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of his ongoing evaluation of his investment and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the Board of Directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of his holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4. In addition, because the Reporting Person is a member of the Board of Directors of the Issuer, the Reporting Person may, from time to time, be involved in discussions which relate to one or more of the matters described in this Item 4. The Reporting Person disclaims any obligation to report on any plans or proposals with respect to the matters described in this Item 4 that develop or occur as a result of the Reporting Person's role as a director of the Issuer and participation in decisions regarding the Issuer's actions.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns an aggregate number of 5,033,311 shares of Class A Common Stock as the beneficial owner of 11,210 shares of Class A Common Stock and 3,416,601 Class B Units owned by a family trust and the beneficial owner of 1,605,500 Class B Units owned by Santaluz Capital Partners, LLC. Such shares represent 6.0% of the 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 of the Class B Units held directly or indirectly by him for shares of Class A Common Stock on a one-for-one basis.
(b)	The number of shares to which the Reporting Person has: (i) Sole power to vote or to direct the vote: 5,033,311; (ii) Shared power to vote or to direct the vote: 0; (iii) Sole power to dispose or to direct the disposition of: 5,033,311; and (iv) Shared power to dispose or to direct the disposition of: 0.
(c)	The Reporting Person has not effected any transactions of shares of Class A Common Stock during the 60 days preceding the date of this report.
(d)	Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Class A Common Stock beneficially owned by the Reporting Person as described in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Pursuant to the Tenth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of May 31, 2024 (the "Partnership Operating Agreement"), and the exchange agreement described above, the Reporting Person may exchange his Class B Units for shares of Class A Common Stock on a one-for-one basis, or at the Issuer's election, for cash, subject to timing and procedural requirements set forth therein. When a Class B Unit is exchanged for a share of Class A Common Stock, the corresponding share of the Issuer's Class B Common Stock will be automatically redeemed and cancelled. When a Class B Unit is surrendered for exchange, it will not be available for reissuance by the Issuer. Pursuant to a registration rights agreement entered into by and among the Issuer, certain large institutional Class A stockholders and certain Class B stockholders, such holders can require the Issuer to register for resale under the Securities Act of 1933, as amended, the shares of Class A Common Stock issued upon exchange of the Class B Units. The registration rights agreement also provides for customary piggyback rights. The Issuer entered into a tax receivable agreement with certain continuing partners of the Partnership effective as of the closing of the IPO that provides for the payment by the Issuer to certain continuing partners of the Partnership of 85% of the amount of tax benefits, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from purchases or exchanges of partnership units in the Partnership. The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Partnership Operating Agreement, the tax receivable agreement, the exchange agreement and the registration rights agreement, filed herewith as Exhibits 1, 2, 3, and 4 respectively and incorporated herein by reference. Other than the matters disclosed in this Schedule 13D, the Reporting Person is not party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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. Tax Receivable Agreement (Exchanges) (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on September 18, 2020). 3. Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Form 8-K filed with the SEC on September 18, 2020). 4. 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). 5. Power of Attorney for Jose A. Fernandez (incorporated by reference to Exhibit 24.4 to the Class B Committee's Schedule 13D filed on September 21, 2020).

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.

Jose A. Fernandez

Signature:	/s/ Jennifer Ishiguro, Attorney-in-Fact
Name/Title:	Jose A. Fernandez
Date:	09/18/2025

FAQ

How many StepStone (STEP) shares does Jose A. Fernandez beneficially own?

The filing states 5,033,311 shares of Class A Common Stock on an aggregate, converted basis.

What percentage of STEP outstanding shares does this represent?

The reported position represents 6.0% of the 78,563,710 Class A shares outstanding as of September 12, 2025, assuming conversion of Class B units.

What is the 10b5-1 plan disclosed in the Schedule 13D?

In August 2025 the reporting person adopted a 10b5-1 plan with Morgan Stanley Smith Barney LLC authorizing sales of up to 211,210 Class A shares, subject to minimum price conditions.

Have there been any Class A share transactions by the reporting person in the last 60 days?

No; the filing states the reporting person has not effected any transactions in Class A Common Stock during the 60 days preceding the report date.

What agreements govern exchanges and resale of Class B units?

The filing references an exchange agreement, a Partnership Operating Agreement, a registration rights agreement, and a tax receivable agreement governing exchanges and resale mechanics.