What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-27 compared with 2025-05-23 · 263 added, 230 removed, 967 unchanged (34% of the section changed)

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Since our inception in 2007, we have invested and continue to invest heavily in our platforms to drive growth and expand our investment solutions capabilities and service offerings, including through opportunistic transactions that have helped accelerate the growth of our team and capabilities.

As of March 31, 2025, we had approximately 1,130 total employees, including over 375 investment professionals and approximately 750 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.

As of March 31, 2026, we had over 1,310 total employees, including approximately 420 investment professionals and approximately 890 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.

We have a flexible business model whereby many of our clients engage us for solutions across multiple asset classes and investment strategies.

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Mandates for portfolio analytics and reporting services typically include licensed access to our proprietary performance monitoring software, SPI Reporting.

We provided portfolio analytics and reporting on nearly $780 billion of client commitments through SPI Reporting as of March 31, 2025.

We provided portfolio analytics and reporting on over $900 billion of client commitments through SPI Reporting as of March 31, 2026.

We generate revenues from management and advisory fees and performance fees earned pursuant to contractual arrangements with the StepStone Funds and our clients.

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Current Events

In 2024, signs of easing inflation coupled with the expansion of economic activity at a sustained pace and low unemployment rates contributed to positive returns in most financial markets despite inflation remaining elevated.

Between September 2024 and December 2024, the Federal Reserve announced several decisions to lower the target range for the federal funds rate ultimately to a range of 4.25% to 4.50% in response to positive trends in economic data, including a measure of inflation.

In 2025, financial markets experienced significant volatility largely in response to the uncertainty of the economic impact from U.S.

trade policy developments including announcement of the implementation of increases on tariffs charged by the U.S.

on certain imports.

economy experienced a slowdown, moving from expansion in the last quarter of 2024 to a slight contraction in the first quarter of 2025.

We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy , banking system volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, and the Middle East , and assess the impact on financial markets and on our business.

In 2025 and in early 2026, financial markets experienced significant volatility in response to the uncertainty of the economic impact from U.S.

trade policy developments including the announcement and implementation of increases on tariffs charged by the U.S.

on certain imports, the weakening of the U.S.

dollar against several major foreign currencies and economic uncertainty driven by developments in the Middle East.

Despite elevated levels of inflation, slowing global growth and elevated long-term rates, unemployment remained low, and the U.S.

economy continued to grow throughout 2025 and into 2026.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S., which includes extensive amendments to existing tax laws applicable to businesses.

The relevant provisions were included in our income tax provision for fiscal 2026 and did not have a significant impact on our consolidated financial statements.

We will continue to evaluate the effect of the new legislation but do not expect the legislation to have a significant effect on the consolidated financial statements.

We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy , fluctuations in foreign currency exchange rates, banking system volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, Europe and the Middle East , and assess the impact on financial markets and on our business.

Our results and the overall industry results have been, and may continue to be, adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which have resulted in, and may continue to result in, delayed or decreased management fees.

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Such conditions have resulted in, and may continue to result in, delayed or decreased performance fee revenues.

It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our consolidated financial statements.

See “Risk Factors—Risks Related to Our Industry—Difficult or volatile market and political conditions can adversely affect our business by reducing the market value of the assets we manage, causing our clients to reduce their investments in private markets, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital” and “Risk Factors—Banking system volatility may adversely affect the results and financial condition of the StepStone Funds or StepStone generally.”

It is currently not possible to predict the ultimate effects of these events on the financial markets, the overall economy and our consolidated financial statements.

managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital” and “Risk Factors—Banking system volatility may adversely affect the results and financial condition of the StepStone Funds or StepStone generally.”

Corporate Transactions

On October 22, 2024, we issued $175.0 million aggregate principal amount of our 5.52% Series A senior notes due October 22, 2029 (the “Notes”), pursuant to a note purchase agreement, dated as of October 22, 2024 (the “Note Purchase Agreement”), in a private placement exempt from registration under the Securities Act.

Interest on the Notes is payable semi-annually in arrears on April 22 and October 22 of each year, commencing on April 22, 2025.

Interest on the Notes accrues from and including October 22, 2024.

The Notes will mature on October 22, 2029.

We may, at our option, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding at a redemption price equal to 100% of the principal amount thereof plus any applicable “make-whole amount” and accrued and unpaid interest to the redemption date.

So long as no default or event of default shall have occurred and be continuing under the Note Purchase Agreement, no make-whole amount will be due if the Notes are paid on or after April 22, 2029.

Purchase of Asset Class Non-Controlling Interests

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The Transaction Agreements provide a path to the Partnership owning all of the outstanding equity interests of the Asset Class Entities over a defined period of time.

The Transaction Agreements provide for, among other things and subject to the terms and conditions therein, the exchange of the sellers’ equity interests in the Asset Class Entities, as applicable, for a combination of (i) newly-created Class D equity interests (“Class D units”) in the Partnership with terms substantially similar to the Partnership’s existing Class C units, in the case of SRA and SRE, or shares of Class A common stock, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests).

The Transaction Agreements provide for, among other things and subject to the terms and conditions therein, the exchange of the sellers’ equity interests in the Asset Class Entities, as applicable, for a combination of (i) Class D units of the Partnership, in the case of SRA and SRE, or shares of Class A common stock of SSG, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests).

Each Transaction Agreement also provides that beginning after the fifth annual exchange, future exchanges may be accelerated into one final exchange in certain circumstances.

The portion of the equity interests to be acquired in each annual exchange is set forth in an exchange schedule attached to each Transaction Agreement and is approximately 5% of each Asset Class Entity on each contemplated annual exchange date.

The amount of consideration to be delivered will be calculated using exchange ratios determined each year based on a formula establishing an assumed value of each Asset Class Entity based on its estimated adjusted net income, relative to an adjusted trading multiple for our Class A common stock relative to our estimated adjusted net income.

The Transaction Agreement specifies a minimum adjusted trading multiple for the exchange to take place, in which case if not met the exchange would be skipped and combined in a subsequent year if and when the minimum adjusted trading multiple was met.

The portion of the equity interests expected to be acquired in each annual exchange is set forth in an exchange schedule attached to each Transaction Agreement and is approximately 5% of each Asset Class Entity on each contemplated annual exchange date.

The amount of consideration to be delivered is calculated using exchange ratios annually derived from a formula that establishes an assumed value of each Asset Class Entity based on its estimated adjusted net income, relative to an adjusted trading multiple for our Class A common stock with respect to our estimated adjusted net income.

The Transaction Agreement specifies a minimum adjusted trading multiple for the exchange to take place.

If this threshold is not met for a particular year, the exchange for that year will be skipped and combined with a future exchange in a subsequent year, provided the minimum adjusted trading multiple is met at that time.

On May 31, 2024, we completed the first annual exchange (the “2024 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024.

As a result of the 2024 Exchange, the Partnership now owns approximately 54% of the outstanding equity interests of SRA, 56% of the outstanding equity interests of SRE and 54% of the outstanding equity interests of SPD.

As a result of the 2024 Exchange, the Partnership owned approximately 54% of the outstanding equity interests of SRA, 56% of the outstanding equity interests of SRE and 54% of the outstanding equity interests of SPD.

The aggregate consideration paid by us in the 2024 Exchange was approximately (i) $13 million in cash, (ii) 513,394 shares of Class A common stock and (iii) 2,239,185 Class D units of the Partnership.

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In addition, the Class D Exchange Agreement restricts the exchange of the Class D units issued to such sellers, which restriction applies for a maximum of one year (or two years if a Transaction Agreement Exchange (as defined in the Class D Exchange Agreement) constitutes an Acceleration Exchange (as defined in the Class D Exchange Agreement)), subject to certain exceptions.

We expect the second annual exchange under the Transaction Agreements to occur on or about May 31, 2025.

On May 30, 2025, we completed the second annual exchange (the “2025 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024.

As a result of the 2025 Exchange, the Partnership now owns approximately 60% of the outstanding equity interests of SRA, 60% of the outstanding equity interests of SRE and 59% of the outstanding equity interests of SPD.

The aggregate consideration paid by us in the 2025 Exchange was approximately (i) $10 million in cash, (ii) 756,105 shares of Class A common stock and (iii) 2,438,403 Class D units of the Partnership.

We expect the third annual exchange under the Transaction Agreements to occur on or about May 29, 2026.

In connection with such exchange, we expect to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD, in exchange for cash and either Class A common stock or Class D units of the Partnership.

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Equity Transactions

In June 2024, we issued 1,731,807 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,731,807 Class B units of the Partnership in accordance with elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.

In June 2025, we issued 152,768 shares of Class A common stock to certain limited partners of the Partnership in exchange for 152,768 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.

A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.

On the same date, we also issued 71,766 shares of Class A common stock to certain limited partners of the Partnership in exchange for 71,766 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.

We also issued 18,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 18,000 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.

A corresponding number of Class A units of the Partnership were issued to us.

In September 2024, we conducted an underwritten public offering of 4,099,997 shares of Class A common stock at a public offering price of $50.00 per share.

We used all of the net proceeds from the offering, after underwriting discounts and commissions and expenses, to purchase (i) 300,000 shares of our Class A common stock from certain selling stockholders, (ii) 3,094,981 Class B units of the Partnership from certain holders thereof, including certain of our directors and executive officers, and (iii) 705,016 Class C units of the Partnership from certain holders thereof.

3,094,981 shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and 3,799,997 Class A units of the Partnership were issued to us.

Also in September 2024, we issued 312,112 shares of Class A common stock to certain limited partners of the Partnership in exchange for 312,112 Class B units of the Partnership pursuant to the Class B Exchange Agreement.

We also issued 864,640 shares of Class A common stock to certain limited partners of the Partnership in exchange for 864,640 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

In September 2025, we issued 370,470 shares of Class A common stock to certain limited partners of the Partnership in exchange for 370,470 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.

We also issued 34,027 shares of Class A common stock to certain limited partners of the Partnership in exchange for 34,027 Class C units of the Partnership pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

We also issued 16,658 shares of Class A common stock to certain limited partners of the Partnership in exchange for 16,658 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

We also issued 135,697 shares of Class A common stock to certain limited partners of the Partnership in exchange for 135,697 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

In December 2025, we issued 116,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 116,000 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.

We also issued 75,642 shares of Class A common stock to certain limited partners of the Partnership in exchange for 75,642 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

We also issued 892,169 shares of Class A common stock to certain limited partners of the Partnership in exchange for 892,169 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

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We also issued 171,905 shares of Class A common stock to certain limited partners of the Partnership in exchange for 171,905 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

Organizational Structure

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• the General Partner, which holds a 100% general partner interest and no economic interests;

• certain members of management, employee owners and outside investors, all of whom own Class B units and an equivalent number of shares of Class B common stock;

• certain employee owners who own Class C units;

• certain members of management, employee and former employee owners and outside investors, all of whom own Class B units and an equivalent number of shares of Class B common stock;

• certain employee and former employee owners who own Class C units;

• certain employee owners who own Class D units.

(2) Each share of Class A common stock is entitled to one vote and vote together with the Class B common stock as a single class, except as set forth in SSG’s amended and restated certificate of incorporation or as required by law.

(3) Each share of Class B common stock is entitled to five votes prior to a Sunset (as defined below).

After a Sunset becomes effective, each share of our Class B common stock will then entitle its holder to one vote.

(3) Each share of Class B common stock is entitled to one vote and votes together with the Class A common stock as a single class, except as set forth in SSG’s amended and restated certificate of incorporation or as required by law.

The economic rights of our Class B common stock are limited to the right to be redeemed at par value.

A “Sunset” is triggered upon the earliest to occur of the following:

(i) Monte Brem, Scott Hart, Jason Ment, Jose Fernandez, Johnny Randel, Michael McCabe, Mark Maruszewski, Thomas Keck, Thomas Bradley, David Jeffrey and Darren Friedman (including their respective family trusts and any other permitted transferees, the “Sunset Holders”) collectively cease to maintain direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A common stock (determined assuming all outstanding Class B units have been exchanged for Class A common stock);

(ii) the Sunset Holders cease collectively to maintain direct or indirect beneficial ownership of an aggregate of at least 25% of the aggregate voting power of our outstanding Class A common stock and Class B common stock, before giving effect to a Sunset;

and (iii) September 18, 2025.

As of March 31, 2025 the Sunset Holders collectively maintained direct or indirect beneficial ownership of approximately 27.6% of the Class A common stock (determined assuming all outstanding Class B units have been exchanged for Class A common stock) and approximately 56.1% of the aggregate voting power of our outstanding Class A common stock and Class B common stock.

At this time, we anticipate that the Sunset will occur on September 18, 2025.

Prior to September 18, 2025, holders of our Class B common stock controlled a majority of the voting power of our outstanding common stock because (i) each share of our Class B common stock entitled its holder to five votes on all matters to be voted on by stockholders generally, until the earliest to occur of certain ownership changes or September 18, 2025 as set forth in our then current Amended and Restated Certificate of Incorporation (the “Sunset”) and (ii) under our Amended and Restated Stockholders Agreement, dated as of September 20, 2021 (the “Stockholders Agreement”), certain Class A stockholders, Class B stockholders and Class C unitholders in the Partnership agreed to vote all of their shares of voting stock together with and as directed by the Class B Committee (as defined in the Stockholders Agreement).

As a result, prior to September 18, 2025, we qualified as a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market LLC (“Nasdaq”).

Under these rules, a listed company of which more than 50% of the voting power with respect to the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

Consistent with this, until the occurrence of the Sunset, we elected not to comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board entirely by independent directors and (iii) the compensation committee be composed entirely of independent directors.

However, since the occurrence of the Sunset and expiration of the Stockholders Agreement on September 18, 2025, each share of Class A common stock and Class B common stock is entitled to one vote, and we no longer qualify as a “controlled company” within the meaning of the Nasdaq rules.

As a result, we are required to come into compliance with Nasdaq’s corporate governance requirements applicable to non-controlled companies as described above no later than September 18, 2026.

Under the Nasdaq rules, the Company may continue to rely on exemptions from certain corporate governance requirements during a one year “phase-in” period.

While we are able to rely on such exemptions during this one year “phase-in” period, we do not currently satisfy all of Nasdaq’s corporate governance requirements applicable to non-controlled companies, and, accordingly, we must take actions to achieve compliance by September 18, 2026.

In particular, on or before such date, we plan for our compensation and nominating and corporate governance committees of our board of directors to be composed entirely of independent directors, and for a majority of our board of directors to consist of independent directors.

Until the Company fully complies with these requirements, stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements under the Nasdaq rules.

See “Risk Factors—Risks Related to Our Organizational Structure—We were previously a “controlled company” within the meaning of the Nasdaq Global Select Market listing standards and, as a result, we qualified for, and relied on, exemptions from certain corporate governance requirements.

As of September 18, 2025, we are no longer a “controlled company” under Nasdaq rules and are required to comply with Nasdaq’s applicable corporate governance requirements no later than September 18, 2026.

Unless and until we are fully compliant with such requirements, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Ownership of Our Businesses

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These fees will vary over the life of the contract due to changes in the fee basis or contractual rate changes or thresholds, built-in declines in applicable contractual rates, and/or changes in net invested capital balances.

The weighted-average management fee rate from SMAs was approximately 0.39% of average FEAUM in fiscal 2024 and 2025, respectively.

The weighted-average management fee rate from SMAs was approximately 0.39% and 0.38% of average FEAUM in fiscal 2025 and 2026, respectively.

• Management fees from focused commingled funds are generally based on a specified fee rate applied against client capital commitments during a defined investment or commitment period.

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We do not have any direct economic interests in the legacy Greenspring general partner entities and thus are not entitled to any carried interest allocation from the legacy Greenspring funds.

All of the carried interest allocations in respect of such legacy Greenspring funds are payable to employees who are considered affiliates to us and are therefore reflected as legacy Greenspring performance fee-related compensation in the consolidated statements of income .

We recognize revenue attributable to carried interest allocations from a StepStone Fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date.

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General, administrative and other includes occupancy, travel and related costs, insurance, legal and other professional fees, depreciation, amortization of intangible assets, system-related costs, and other general costs associated with operating our business.

Beginning in the quarter ended December 31, 2022, general, administrative and other includes costs associated with the Consolidated Funds.

General, administrative and other includes costs associated with the Consolidated Funds.

Expenses of the Consolidated Funds have no impact on net income or loss attributable to us to the extent such expenses are borne by third-party investors.

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Interest income consists of income earned on cash and cash equivalents, restricted cash, and amounts associated with the Consolidated Funds.

Interest expense primarily consists of the interest expense on the Revolver and the Notes, as well as the related amortization of deferred financing costs.

Interest expense primarily consists of the interest expense on the Revolver and the Notes, the related amortization of deferred financing costs, and amounts associated with the Consolidated Funds.

Other income (loss) includes foreign currency transaction gains and losses, non-operating activities, and amounts associated with the Consolidated Funds.

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Non-Controlling Interests

Non-controlling interests (“NCI”) reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us.

Non-controlling interests are presented as separate components in our consolidated statements of income to clearly distinguish between our interests and the economic interests of third parties and employees in those entities.

Net income (loss) attributable to SSG, as reported in the consolidated statements of income, is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.

Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees.

NCI reflects the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us.

Non-controlling interests are presented as separate components in our consolidated statements of income (loss) to clearly distinguish between our interests and the economic interests of third parties and employees in those entities.

Net income (loss) attributable to SSG, as reported in the consolidated statements of income (loss), is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.

Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees, and the economic interests in certain Consolidated Funds that are not held by us but are held by the third-party investors in the funds.

Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

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Non-controlling interests in the Partnership are allocated a share of income or loss in the Partnership in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the Consolidated Funds which are not held by us, but are held by the third-party investors in the funds.

Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the redeemable Consolidated Funds which are not held by us, but are held by the third-party investors in the funds.

Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

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The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us.

The net economic ownership interests of our Consolidated Funds held by third parties are reflected as redeemable non-controlling interests in Consolidated Funds in our consolidated financial statements.

The net economic ownership interests of our Consolidated Funds held by third parties are reflected in our consolidated financial statements as either non-controlling interests in subsidiaries or redeemable non-controlling interests in Consolidated Funds when the equity of the fund is redeemable.

We generally deconsolidate funds when we are no longer deemed to have a controlling financial interest in the entity.

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The information is derived from our accompanying consolidated financial statements prepared in accordance with GAAP.

In fiscal 2026, we deconsolidated an investment fund that was previously consolidated in our results as it was determined that we no longer held a controlling financial interest.

Also, we consolidated four additional StepStone Funds as it was determined that we hold a controlling financial interest in these funds.

Year Ended March 31,

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Other income (expense)

Investment income (loss) 15,096 7,452 (2,509)

Legacy Greenspring investment loss (1)

Investment income 40,819 15,096 7,452

Legacy Greenspring investment income (loss) (1)

4,945 (1,185) (9,087)

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Other income (loss) 697 (32,650) 2,455

Total other income (expense) 44,784 23,625 (40,957)

Total other income 132,199 44,784 23,625

Income (loss) before income tax (891,169) (222,035) 195,396

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Net income attributable to non-controlling interests in subsidiaries 103,782 79,282 37,240

Net loss attributable to non-controlling interests in legacy Greenspring entities (1)

Net income (loss) attributable to non-controlling interests in legacy Greenspring entities (1)

4,945 (1,185) (9,087)

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Total revenues increased $818.8 million, or 70%, to $1,993.6 million for fiscal 2026 as compared to fiscal 2025.

The overall increase was driven by higher carried interest allocations, higher incentive fees, higher management and advisory fees, net, and higher legacy Greenspring carried interest allocations, in each case, as described below.

Management and advisory fees, net increased $159.5 million, or 21%, to $926.5 million for fiscal 2026 as compared to fiscal 2025.

The increase was driven by new client activity, 23% growth in average FEAUM across the platform and higher income-based incentive fees.

Fiscal 2026 included retroactive fees of $5.1 million from the closings of StepStone’s Real Estate Partners V, infrastructure secondaries and multi-strategy venture capital funds.

The prior year period included retroactive fees of $42.8 million from the closings of StepStone’s Secondary Opportunities V, Real Estate Partners V, Infrastructure Co-Investment Partners 2022, Tactical Growth Fund IV and VC Global Partners XI funds.

Incentive fees increased $187.9 million, or 582%, to $220.1 million for fiscal 2026 as compared to fiscal 2025, reflecting higher incentive fees generated by StepStone’s Private Venture and Growth Fund (“SPRING”) due to strong returns in the 2025 calendar year and a higher asset base.

Realized carried interest allocation revenues increased $8.9 million, or 6%, to $168.6 million for fiscal 2026 as compared to fiscal 2025, reflecting higher realization activity within our private equity funds.

Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues.

Excluding the reversal of $168.6 million, unrealized carried interest allocation revenues increased $407.1 million, or 135%, to $708.3 million for fiscal 2026 compared to fiscal 2025.

The increase in unrealized carried interest allocations for fiscal 2026 primarily reflected a higher net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity, infrastructure and real estate funds.

Legacy Greenspring carried interest allocation revenues increased $64.4 million, or 87%, to $138.7 million for fiscal 2026 as compared to fiscal 2025 as a result of higher net unrealized appreciation in the fair value of certain underlying fund investments in the current year period as compared to the prior year period.

Fiscal 2026 reflects gross realized carried interest allocations of $19.7 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $119.0 million.

Fiscal 2025 reflects gross realized carried interest allocations of $63.1 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $11.2 million.

Year Ended March 31, 2025 Compared to Year Ended March 31, 2024

Total revenues increased $463.2 million, or 65%, to $1,174.8 million for fiscal 2025 as compared to fiscal 2024.

The overall increase was driven by higher management and advisory fees, net, positive legacy Greenspring carried interest allocations in the current period as compared to a reversal in the prior year period, higher carried interest allocations and higher incentive fees, in each case, as described below.

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The prior year period included $11.6 million of retroactive fees from the closings of StepStone’s Secondary Opportunities V, VC Global Partners XI and Infrastructure Co-Investment Partners 2022 funds.

Incentive fees increased $6.9 million, or 27%, to $32.3 million for fiscal 2025 as compared to fiscal 2024, largely due to higher incentive fees generated by StepStone’s Private Venture and Growth Fund (“SPRING”).

Incentive fees increased $6.9 million, or 27%, to $32.3 million for fiscal 2025 as compared to fiscal 2024, largely due to higher incentive fees generated by SPRING.

Realized carried interest allocation revenues increased $110.3 million, or 223%, to $159.7 million for fiscal 2025 as compared to fiscal 2024, reflecting higher realization activity within our private equity and infrastructure funds.

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Year Ended March 31, 2026 Compared to Year Ended March 31, 2025

Total revenues increased $779.2 million to $711.6 million for fiscal 2024 as compared to fiscal 2023, due to positive carried interest allocations in the current year as compared to a reversal of carried interest allocations in the prior year period, a lower reversal of legacy Greenspring carried interest allocations in the current period as compared to the prior year, and higher management and advisory fees, net and incentive fees, in each case, as described below.

Management and advisory fees, net increased $88.0 million, or 18%, to $585.1 million for fiscal 2024 as compared to fiscal 2023.

The increase was driven by new client activity and 9% growth in average FEAUM across the platform, as well as retroactive fees of $11.6 million from the closings of StepStone’s Secondary Opportunities V, VC Global Partners XI and Infrastructure Co-Investment Partners 2022 funds.

The prior year period included $2.8 million of retroactive fees from the closings of StepStone’s Capital Partners V and VC Global Partners XI funds.

Incentive fees increased $15.7 million, or 162%, to $25.3 million for fiscal 2024 as compared to fiscal 2023, reflecting positive investment performance and higher realization activity.

Realized carried interest allocation revenues decreased $81.7 million, or 62%, to $49.4 million for fiscal 2024 as compared to fiscal 2023, reflecting lower realization activity within our private equity funds.

Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues.

Excluding the reversal of $49.4 million, unrealized carried interest allocation revenues increased $298.6 million to $176.3 million for fiscal 2024 as compared to fiscal 2023.

The increase in unrealized carried interest allocations for fiscal 2024 primarily reflected a net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds.

Legacy Greenspring carried interest allocation revenues increased $377.0 million, or 83%, to $(75.2) million for fiscal 2024 as compared to fiscal 2023 as a result of lower net unrealized depreciation in the fair value of certain underlying fund investments in the current year period as compared to the prior year period.

Fiscal 2024 reflects gross realized carried interest allocations of $59.7 million and unrealized carried interest allocations, net of the reversal of carried interest allocations, of $(134.9) million.

Fiscal 2023 reflects gross realized carried interest allocations of $74.7 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $(526.8) million.

Total expenses increased $1,575.3 million, or 109%, to $3,017.0 million for fiscal 2026 as compared to fiscal 2025.

The overall increase resulted from increases in equity-based compensation, performance fee-related compensation, cash-based compensation, legacy Greenspring performance fee-related compensation, and general, administrative and other expenses, in each case, as described below.

Cash-based compensation increased $82.3 million, or 25%, to $414.1 million for fiscal 2026 as compared to fiscal 2025, due to 16% higher average headcount, increased compensation levels from merit increases and higher income-based incentive fee compensation in the current year period as compared to the prior year period.

Equity-based compensation increased $1,072.9 million, or 160%, to $1,742.1 million for fiscal 2026 as compared to fiscal 2025.

The increase was primarily attributable to a $1,069.1 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, a $7.1 million increase for restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”) granted in the current year period with no comparable expense for these grants in the prior year period, and an increase of $1.7 million for the acceleration of RSU expense in the current year period with no comparable expense in the prior year period.

These increases were partially offset by a decrease of $5.0 million in expense due to the final vesting of RSUs issued in connection with our IPO.

We expect that there may be additional significant increases in equity-based compensation in future periods due to further increases in the fair value of liability classified awards, which is driven by the performance of SPW.

SPW generated profitability in fiscal 2025 and fiscal 2026, and we expect that there will be an increase in the profitability generated by SPW in the future which would increase the fair value of the associated liability for the profits interest issued in SPW.

As of March 31, 2026 and 2025, we had recognized $2,265.8 million and $663.9 million, respectively, for liability classified awards within accrued compensation and benefits in the consolidated balance sheets.

Total performance fee-related compensation expense increased $345.8 million, or 183%, to $534.8 million for fiscal 2026 as compared to fiscal 2025, primarily reflecting the increase in carried interest allocation and incentive fee revenues.

Realized performance fee-related compensation increased $97.8 million, or 103%, to $192.6 million for fiscal 2026 as compared to fiscal 2025, primarily reflecting higher realization activity and higher incentive fees from SPRING.

Legacy Greenspring performance fee-related compensation expense increased $64.4 million, or 87%, to $138.7 million for fiscal 2026 as compared to fiscal 2025.

Fiscal 2026 reflects gross realized performance fee-related compensation expense of $19.7 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $119.0 million.

Fiscal 2025 reflects gross realized performance fee-related compensation expense of $63.1 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $11.2 million.

General, administrative and other expenses increased $9.9 million, or 6%, to $187.3 million for fiscal 2026 as compared to fiscal 2025.

The overall increase primarily reflected $7.7 million in platform fees, $6.1 million in professional fees, $4.9 million in travel and associated costs for investment evaluation and client service, $3.1 million in information and technology expense, $1.7 million in occupancy costs, $1.2 million in human resources and recruiting expenses and other general operating expenses, partially offset by a $15.9 million lower expense for change in fair value for contingent consideration obligation as compared to the prior year period.

Year Ended March 31, 2025 Compared to Year Ended March 31, 2024

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Equity-based compensation increased $626.8 million to $669.1 million for fiscal 2025 as compared to fiscal 2024.

The increase was primarily attributable to a $629.0 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, as well as $3.5 million related to the full year impact of restricted stock units (“RSUs”) awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period.

The increase was primarily attributable to a $629.0 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, as well as $3.5 million related to the full year impact of RSUs awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period.

These increases were partially offset by a decrease of $5.5 million in expense due to the final vesting of RSUs issued in connection with our IPO.

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The overall increase primarily reflected $3.9 million in travel and associated costs for investment evaluation and client service, $3.5 million in marketing and conference expenses, $2.5 million in professional fees, $2.1 million in information and technology expenses, $1.6 million in general and administrative expenses for the Consolidated Funds, $1.4 million in human resources and recruiting expenses, $1.3 million in occupancy costs and other general operating expenses, partially offset by decreases of $3.9 million in transaction costs, $1.9 million in accelerated depreciation for leasehold improvements due to a reduction in lease terms in the prior year, $1.4 million in intangibles amortization and $1.1 million for lower loss on change in fair value for contingent consideration obligation.

Year Ended March 31, 2024 Compared to Year Ended March 31, 2023

Total expenses increased $606.9 million to $539.9 million for fiscal 2024 as compared to fiscal 2023.

The overall increase resulted from a lower reversal of legacy Greenspring performance fee-related compensation and increases in performance fee-related compensation, cash-based compensation, general, administrative and other expenses and equity-based compensation, in each case, as described below.

Cash-based compensation increased $40.8 million, or 16%, to $293.0 million for fiscal 2024 as compared to fiscal 2023, due to increased staffing and compensation levels.

Our average headcount increased 11% in the current year period as compared to the prior year period.

Equity-based compensation increased $17.4 million, or 70%, to $42.4 million for fiscal 2024 as compared to fiscal 2023.

The increase was primarily attributable to an increase in expenses related to liability classified awards in the current year period of $14.3 million as compared to the prior year period, as well as the full year impact of RSUs awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period.

Total performance fee-related compensation expense increased $151.6 million to $112.4 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting the increase in carried interest allocation revenue.

Realized performance fee-related compensation decreased $42.2 million, or 53%, to $37.7 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting lower realization activity.

Legacy Greenspring performance fee-related compensation expense increased $377.0 million, or 83%, to $(75.2) million for fiscal 2024 as compared to fiscal 2023.

Fiscal 2024 reflects gross realized performance fee-related compensation expense of $59.7 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(134.9) million.

Fiscal 2023 reflects gross realized performance fee-related compensation expense of $74.7 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(526.8) million.

General, administrative and other expenses increased $20.2 million, or 14%, to $167.3 million for fiscal 2024 as compared to fiscal 2023.

The overall increase primarily reflected increases of $7.9 million due to a higher loss on change in fair value for contingent consideration obligation, $4.0 million in professional fees, $2.9 million in information and technology expenses, $2.9 million of travel and associated costs for investment evaluation and client service, $2.6 million due to a prior year gain within occupancy costs related to lease remeasurement adjustments due to a reduction in lease terms and $1.5 million in occupancy costs, partially offset by a decrease of $2.0 million in transaction costs and other general operating expenses.

Other Income (Expense)

Year Ended March 31, 2026 Compared to Year Ended March 31, 2025

Investment income increased $7.6 million, or 103%, to $15.1 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting overall changes in the valuations of the underlying investments in the StepStone Funds.

Legacy Greenspring investment loss decreased $7.9 million, or 87%, to $1.2 million for fiscal 2025 as compared to fiscal 2024.

Fiscal 2025 reflects gross realized investment income of $7.9 million and unrealized investment loss, net of the reversal of realized investment income, of $9.1 million.

Investment income increased $25.7 million, or 170%, to $40.8 million for fiscal 2026 as compared to fiscal 2025, primarily reflecting overall changes in the valuations of the underlying investments in StepStone Funds.

Legacy Greenspring investment loss decreased $6.1 million to income of $4.9 million for fiscal 2026 as compared to fiscal 2025.

Fiscal 2026 reflects gross realized investment income of $3.0 million and unrealized investment income, net of the reversal of realized investment income, of $2.0 million.

Fiscal 2025 reflects gross realized investment income of $7.9 million and unrealized investment loss, net of the reversal of realized investment income, of $9.1 million.

Investment income of Consolidated Funds increased $36.9 million, or 130%, to $65.4 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds on higher investment balances during the current year period as compared with the prior year period.

Interest income increased $7.2 million, or 196%, to $10.9 million for fiscal 2025 as compared to fiscal 2024 primarily due to higher average cash and cash equivalent balances during the current year period as compared with the prior year period.

Investment income of Consolidated Funds increased $27.0 million, or 41%, to $92.4 million for fiscal 2026 as compared to fiscal 2025, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds.

Interest income increased $1.0 million, or 9%, to $11.8 million for fiscal 2026 as compared to fiscal 2025 primarily due to higher average cash and cash equivalent balances during the current year period as compared with the prior year period, partially offset by the impact of deconsolidation of one of the Consolidated Funds during the current year period.

Interest income attributable to Consolidated Funds was $4.3 million in the current year period as compared to $4.8 million in the prior year period.

Interest expense increased $5.8 million, or 46%, to $18.5 million for fiscal 2026 as compared to fiscal 2025.

The increase was due to higher average outstanding balances during the current year period as compared with the prior year period, partially offset by the lower interest rate on the Notes for a portion of the current year period.

Other income (loss) decreased $35.1 million to a loss of $32.7 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting a loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds of $32.5 million in the current year period and a gain of $5.3 million in the prior year period for amounts received as part of negotiations with a third party related to certain corporate matters, partially offset by a loss of $0.8 million associated with the sale of a subsidiary in the prior year period and net foreign currency transaction gains in the current year period as compared with net foreign currency transaction losses in the prior year period.

The increase was due to higher average outstanding debt balances during the current year period as compared with the prior year period, partially offset by the lower interest rate on the Revolver for the current year period.

Other income (loss) increased $33.3 million to income of $0.7 million for fiscal 2026 as compared to a loss of $32.7 million for fiscal 2025, primarily due to a loss of $32.5 million in the prior year period associated with payment made in connection with a secondary transaction executed by one of our private wealth funds that did not reoccur in the current year period and net foreign currency transaction gains in the current year period as compared with net foreign currency transaction losses in the prior year period, partially offset by a loss of $4.2 million related to adjustments for the Tax Receivable Agreements during the current year period.

Year Ended March 31, 2025 Compared to Year Ended March 31, 2024

Investment income (loss) increased $10.0 million to income of $7.5 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting overall changes in the valuations of the underlying investments in the StepStone Funds.

Legacy Greenspring investment loss increased $35.0 million, or 79%, to $9.1 million for fiscal 2024 as compared to fiscal 2023.

Legacy Greenspring investment loss decreased $7.9 million, or 87%, to $1.2 million for fiscal 2025 as compared to fiscal 2024.

Fiscal 2025 reflects gross realized investment income of $7.9 million and unrealized investment loss, net of the reversal of realized investment income, of $9.1 million.

1 unchanged sentence

Interest income increased $1.7 million, or 91%, to $3.7 million for fiscal 2024 as compared to fiscal 2023, primarily due to higher average interest rates earned on cash and cash equivalent balances.

Interest income increased $7.2 million, or 196%, to $10.9 million for fiscal 2025 as compared to fiscal 2024, primarily due to higher average cash and cash equivalent balances during the current year period as compared with the prior year period.

Interest income attributable to Consolidated Funds was $4.8 million in the current year period as compared to $1.6 million in the prior year period.

Interest expense increased $3.4 million, or 36%, to $12.7 million for fiscal 2025 as compared to fiscal 2024.

The increase was due to higher average interest rates and higher average outstanding balances under the Revolver during the current year period, as compared with the prior year period.

Other income (loss) increased $3.9 million to income of $2.5 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting a gain of $5.3 million in the current year period for amounts received as part of negotiations with a third party related to certain corporate matters, partially offset by a loss of $0.8 million associated with the sale of a subsidiary.

Other income decreased $35.1 million to a loss of $32.7 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting a loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds of $32.5 million in the current year period and a gain of $5.3 million in the prior year period for amounts received as part of negotiations with a third party related to certain corporate matters, partially offset by a loss of $0.8 million associated with the sale of a subsidiary in the prior year period and lower net foreign currency transaction losses in the current year period as compared with the prior year period.

Income Tax Expense

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Our effective income tax rate was 16.6%, 22.2%, and 14.1% for fiscal 2026, 2025 and 2024, respectively.

Our overall effective tax rate in fiscal 2026 is less than the statutory rate primarily due to a portion of net loss allocated to non-controlling interests and the related tax benefit being borne by the holders of non-controlling interests.

Our overall effective tax rate in fiscal 2025 differs from the statutory rate primarily because of the impact of nondeductible items.

Our overall effective tax rates in fiscal 2024 and 2023 are less than the statutory rate primarily because a portion of income was allocated to non-controlling interests and the tax liability on such income is borne by the holders of such non-controlling interests.

Our overall effective tax rate in fiscal 2024 is less than the statutory rate primarily because a portion of income was allocated to non-controlling interests and the tax liability on such income is borne by the holders of such non-controlling interests.

The Organization for Economic Co-operation and Development (“OECD”) implemented Pillar Two, which establishes a global minimum corporate tax rate of 15% on large multinational enterprises across their worldwide operations.

While legislation pertaining to these rules is already in effect or advancing in several of the jurisdictions where we operate, ongoing uncertainty surrounds the adoption of the minimum tax directive by the U.S.

Although we were subject to Pillar Two for the fiscal year ended March 31, 2025, there was no material impact to our tax provision.

While legislation pertaining to these rules is already in effect or advancing in several of the jurisdictions where we operate, the U.S.

has not adopted Pillar Two legislation.

For the fiscal years ended March 31, 2026 and 2025, Pillar Two did not have a material impact on our tax provision.

In January 2026, the OECD Inclusive Framework released a "Side-by-Side" package intended to coordinate Pillar Two with existing U.S.

and other domestic tax regimes, which provides exemptions for qualifying U.S.-headquartered multinationals from certain Pillar Two collection mechanisms and introduces new safe harbors, including a permanent simplified effective tax rate safe harbor and an extension of the transitional country-by-country reporting safe harbor, though adoption by individual jurisdictions remains ongoing.

We will continue to evaluate both U.S.

1 unchanged sentence

Year Ended March 31, 2026 Compared to Year Ended March 31, 2025

Income tax benefit increased $98.7 million, or 201%, to $147.9 million for fiscal 2026 as compared to fiscal 2025.

The increase in income tax benefit was primarily driven by the increase in pre-tax net loss for fiscal 2026 as compared to fiscal 2025.

Year Ended March 31, 2025 Compared to Year Ended March 31, 2024

Income tax expense decreased $76.8 million to a benefit of $49.2 million for fiscal 2025 as compared to expense for fiscal 2024.

The decrease in tax expense was primarily driven by pre-tax net loss for fiscal 2025 compared to pre-tax net income for fiscal 2024.

Year Ended March 31, 2024 Compared to Year Ended March 31, 2023

Income tax expense increased $23.8 million, or 622%, to $27.6 million for fiscal 2024 as compared to fiscal 2023.

The increase in tax expense was primarily driven by pre-tax net income for fiscal 2024 compared to pre-tax net loss for fiscal 2023.

Net Income Attributable to Non-Controlling Interests in Subsidiaries

Net income attributable to non-controlling interests in subsidiaries increased $24.5 million, or 31%, to $103.8 million for fiscal 2026 as compared to fiscal 2025.

The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us and an increase in our economic interests in the Asset Class Entities as a result of the Transaction Agreements.

The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us, partially offset by an increase in our economic interests in the Asset Class Entities as a result of the Transaction Agreements resulting in a lower rate of allocation of net income to non-controlling interests in subsidiaries.

Net income attributable to non-controlling interests in subsidiaries increased $42.0 million, or 113%, to $79.3 million for fiscal 2025 as compared to fiscal 2024.

The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us.

Net Loss Attributable to Non-Controlling Interests in Legacy Greenspring Entities

Net Income (Loss) Attributable to Non-Controlling Interests in Legacy Greenspring Entities

Net income (loss) attributable to non-controlling interests in legacy Greenspring entities represents the net income or loss attributable to the interests held by the legacy Greenspring general partner entities.

1 unchanged sentence

As a result, all of the net income or loss related to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities.

Net loss attributable to non-controlling interests in legacy Greenspring entities was $1.2 million, $9.1 million, and $44.1 million for fiscal 2025, 2024 and 2023, respectively.

Net income (loss) attributable to non-controlling interests in legacy Greenspring entities was $4.9 million, $(1.2) million, and $(9.1) million for fiscal 2026, 2025 and 2024, respectively.

Net Income (Loss) Attributable to Non-Controlling Interests in the Partnership

5 unchanged sentences

Net Income Attributable to Redeemable Non-Controlling Interests in Subsidiaries

Net income attributable to redeemable non-controlling interests in subsidiaries was $0.8 million and $5.8 million for fiscal 2025 and 2024, respectively.

There were no redeemable non-controlling interests in subsidiaries prior to fiscal 2024.

Net income attributable to redeemable non-controlling interests in subsidiaries was $2.5 million, $0.8 million and $5.8 million for fiscal 2026, 2025 and 2024, respectively.

Operating Metrics

35 unchanged sentences

dollar denominated commitments.

The year ended March 31, 2025 includes a $0.6 billion secondary transaction within focused commingled funds.

The following tables set forth FEAUM by asset class and selected weighted-average management fee rate data:

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(2) The change in weighted-average fee rates primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.

(3) The change in weighted-average fee rates primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.

(3) The change in weighted-average fee rates primarily reflected the timing of new funds, shifts in asset class mix, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.

Undeployed Fee-Earning Capital

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Year Ended March 31, 2026 Compared to Year Ended March 31, 2025

Adjusted revenues increased $304.7 million, or 46%, to $969.7 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting increases in fee revenues, realized carried interest allocation revenues and adjusted incentive fees.

ANI increased $104.7 million, or 75%, to $244.1 million for fiscal 2025 as compared to fiscal 2024, primarily due to an increase in FRE as discussed above, higher performance fee-related earnings (adjusted incentive fees, plus realized carried interest allocation revenues, less realized performance fee-related compensation), higher interest income and higher realized investment income.

Adjusted revenues increased $350.4 million, or 36%, to $1,320.2 million for fiscal 2026 as compared to fiscal 2025, primarily reflecting increases in adjusted incentive fees, fee revenues and realized carried interest allocations.

ANI increased $20.5 million, or 8%, to $264.6 million for fiscal 2026 as compared to fiscal 2025, primarily due to the increase in FRE as discussed above, higher performance fee-related earnings, higher adjusted realized investment income and higher interest income.

The overall increase was partially offset by a higher allocation of income to non-controlling interests and higher interest expense.

Year Ended March 31, 2025 Compared to Year Ended March 31, 2024

Adjusted revenues increased $23.1 million, or 4%, to $665.1 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting increases in fee revenues and adjusted incentive fees, partially offset by lower realized carried interest allocation revenues.

ANI decreased $3.3 million, or 2%, to $139.4 million for fiscal 2024 as compared to fiscal 2023, primarily due to lower performance fee-related earnings, a higher allocation of income to non-controlling interests and higher interest expense.

The decrease was partially offset by the increase in FRE.

The overall increase was partially offset by a higher allocation of income to non-controlling interests and higher interest expense.

Adjusted Weighted-Average Shares and Adjusted Net Income Per Share

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Weighted-average shares of Class A common stock outstanding – Basic 79,039,229 71,142,916 63,489,135

71,142,916 63,489,135 61,884,671

Assumed vesting of RSUs 442,772 590,645 512,152

Assumed vesting and exchange of Class B2 units (1)

— 431,851 2,542,751

Assumed purchase under ESPP 86 529 —

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_______________________________

(1) The Class B2 units fully vested in June 2024.

(2) Assumes the full exchange of Class B units, Class C units or Class D units in the Partnership for Class A common stock of SSG pursuant to the Class B Exchange Agreement, Class C Exchange Agreement or Class D Exchange Agreement, respectively.

22 unchanged sentences

GAAP management and advisory fees, net $ 926,465 $ 767,014 $ 585,140

Management and advisory fee revenues for the Consolidated Funds (1)

Adjustments (1)

5,154 3,475 1,239

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Adjusted incentive fees $ 219,949 $ 39,577 $ 29,280

GAAP realized investment income $ 7,693 $ 8,135 $ 6,545

Adjustments (3)

Adjusted realized investment income $ 18,887 $ 8,135 $ 6,545

GAAP interest income $ 11,833 $ 10,850 $ 3,664

Interest income earned by the Consolidated Funds (3)

Adjustments (4)

(4,335) (4,757) (1,645)

7 unchanged sentences

(2) Reflects the add back of incentive fee revenues for the Consolidated Funds, which have been eliminated in consolidation, and deferred incentive fees that are not included in GAAP revenues.

(3) Reflects the realization of a seed capital investment in the StepStone Funds which is eliminated in consolidation.

(4) Reflects the removal of interest income earned by the Consolidated Funds.

6 unchanged sentences

(217,656) (102,897) (49,220)

Net loss attributable to non-controlling interests in legacy Greenspring entities 1,185 9,087 44,075

Net (income) loss attributable to non-controlling interests in legacy Greenspring entities (4,945) 1,185 9,087

Unrealized carried interest allocations (539,712) (141,547) (126,908)

Unrealized performance fee-related compensation 342,225 94,272 74,694

Unrealized investment (income) loss (6,961) (907) 8,012

Unrealized investment income (33,125) (6,961) (907)

Impact of Consolidated Funds (81,363) (59,613) (26,076)

14 unchanged sentences

Realized performance fee-related compensation 192,577 94,748 37,687

Realized investment income (8,135) (6,545) (5,503)

Adjusted realized investment income (5)

(18,887) (8,135) (6,545)

Adjusted incentive fees (6)

11 unchanged sentences

Amounts attributable to the profits interests issued in the private wealth subsidiary were $136.2 million in fiscal 2026, $23.2 million in fiscal 2025 and $3.1 million in fiscal 2024.

Amounts specifically attributable to non-controlling interests in subsidiaries not attributable to the private wealth subsidiary were $79.7 million in fiscal 2025, $46.1 million in fiscal 2024 and $39.1 million for fiscal 2023.

Amounts specifically attributable to non-controlling interests in subsidiaries not attributable to the private wealth subsidiary were $81.4 million in fiscal 2026, $79.7 million in fiscal 2025 and $46.1 million in fiscal 2024.

(2) Reflects equity-based compensation for awards granted prior to and in connection with the IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary.

(3) Includes (income) expense related to transaction costs ($1.0 million in fiscal 2025, $4.9 million in fiscal 2024, and $6.9 million in fiscal 2023), lease remeasurement adjustments ($(0.1) million in fiscal 2024 and $(2.7) million in fiscal 2023), accelerated depreciation of leasehold improvements for changes in lease terms ($1.9 million in fiscal 2024 and $1.5 million in fiscal 2023), severance costs ($0.3 million in fiscal 2023), loss on change in fair value for contingent consideration obligation ($16.1 million in fiscal 2025, $17.2 million in fiscal 2024, and $9.4 million in fiscal 2023), compensation paid to certain employees as part of an acquisition earn-out ($0.4 million in fiscal 2025, $2.2 million in fiscal 2024, and $2.3 million in fiscal 2023), loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds ($32.5 million in fiscal 2025), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), loss on sale of subsidiary ($0.8 million in fiscal 2024) and other non-core operating income and expenses.

(4) Represents corporate income taxes at a blended statutory rate of 22.3% applied to pre-tax ANI for fiscal 2025, fiscal 2024, and fiscal 2023.

(3) Includes (income) expense related to transaction costs ($0.7 million in fiscal 2026, $1.0 million in fiscal 2025, and $4.9 million in fiscal 2024), unrealized amounts associated with cash-based incentive awards tracked to investment funds ($0.1 million in fiscal 2026), gain realized upon vesting of cash-based incentive awards tracked to investment funds ($0.1 million in fiscal 2026), lease remeasurement adjustments ($(0.1) million in fiscal 2024), accelerated depreciation of leasehold improvements for changes in lease terms ($1.9 million in fiscal 2024), loss on change in fair value for contingent consideration obligation ($0.2 million in fiscal 2026, $16.1 million in fiscal 2025, and $17.2 million in fiscal 2024), compensation paid to certain employees as part of an acquisition earn-out ($0.4 million in fiscal 2025 and $2.2 million in fiscal 2024), loss associated with payment made in connection with a secondary

transaction executed by one of our private wealth funds ($32.5 million in fiscal 2025), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), unrealized amounts associated with deferred compensation liability adjustments ($13 thousand in fiscal 2026), loss on sale of subsidiary ($0.8 million in fiscal 2024) and other non-core operating income and expenses.

(4) Represents corporate income taxes at a blended statutory rate of 22.6% applied to pre-tax ANI for fiscal 2026 and a blended statutory rate of 22.3% applied to pre-tax ANI for fiscal 2025 and fiscal 2024.

The 22.6% rate is based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 1.6%.

(5) Excludes the impact of consolidating the Consolidated Funds and includes deferred incentive fees which are not included in GAAP revenues.

(6) Excludes amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($0.3 million in fiscal 2025, $(0.3) million in fiscal 2024, and $0.2 million in fiscal 2023), loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds ($32.5 million in fiscal 2025), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), and loss on sale of subsidiary ($0.8 million in fiscal 2024).

The 22.3% rate is based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 1.3%.

The increase in the blended statutory rate for fiscal 2026 compared to fiscal 2025 was due to updates in our state apportionment.

(5) Reflects the realization of a seed capital investment in the StepStone Funds which is eliminated in consolidation.

(6) Reflects the add-back of incentive fee revenues for the Consolidated Funds, which have been eliminated in consolidation, and deferred incentive fees that are not included in GAAP revenues.

(7) Reflects the removal of interest income earned by the Consolidated Funds.

(8) Reflects the removal of the impact of consolidation of the Consolidated Funds and amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($(4.2) million in fiscal 2026, $0.3 million in fiscal 2025, and $(0.3) million in fiscal 2024), loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds ($32.5 million in fiscal 2025), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), and loss on sale of subsidiary ($0.8 million in fiscal 2024).

Investment Performance

The following tables present information relating to the performance of all the investments that StepStone has recommended and subsequently tracked across asset classes and investment strategies, except as set forth in greater detail below.

The following table presents information relating to the performance of all the investments that StepStone has recommended and subsequently tracked across asset classes and investment strategies, except as set forth in greater detail below.

The data for these investments are generally presented from the inception date of each strategy and asset class through December 31, 2025 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

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Historical and future returns of investments included in our track record are not directly correlated to potential returns on our Class A common stock.

For the purposes of the following tables:

For the purposes of the following table:

• “Invested capital” refers to the total amount of all investments made by a fund, including commitment-reducing and non-commitment-reducing capital calls;

• “NAV” refers to the estimated fair value of unrealized investments plus any net assets or liabilities associated with the investment as of December 31, 2025;

• “Net Multiple of Invested Capital” refers to (a) the sum of Realized Distributions from underlying investments to the fund plus the fund’s NAV, divided by (b) Cumulative Invested Capital.

Multiple of Invested Capital is presented net of management fees, carried interest and expenses charged by underlying fund managers, as well as StepStone’s management fees, performance fees and expenses;

• “IRR” refers to the annualized internal rate of return for all investments within the relevant investment strategy on an inception-to-date basis as of December 31, 2025 (except as noted otherwise below), based on contributions, distributions and unrealized value;

• “Gross IRR” refers to IRR net of management fees, performance fees and expenses charged by the underlying fund managers, but gross of StepStone’s management fees, performance fees and expenses;

• “Net IRR” refers to IRR net of fees and expenses charged by both the underlying fund managers and StepStone;

• “MSCI ACWI Direct Alpha” refers to the MSCI All Country World Index, the benchmark index used for comparison below.

The MSCI All Country World Index is a free float-adjusted market capitalization-weighted index of nearly 2,840 world stocks that is designed to measure the equity market performance of developed and emerging markets.

We believe the MSCI All Country World Index is commonly used by private markets investors to evaluate performance.

The Direct Alpha calculation methodology allows private markets investment performance to be evaluated against a public index by compounding capital invested, capital distributed and net asset values to a single point in time in the benchmark’s life, removing fluctuations of the public index and leaving only the non-market return above/below the index;

• “Net TVM” refers to the total value to paid-in capital or invested capital expressed as a multiple, and is calculated as distributions plus unrealized valuations divided by invested capital (including all capitalized costs).

StepStone Performance Summary by Investment Strategy (1),(2)

(in billions except percentages and multiples)

Committed Capital Cumulative Invested Capital Realized Distributions NAV Total Gross IRR (4)

Net Multiple of Invested Capital (4)

Net IRR versus Benchmark (5)

Primaries $ 325.9 $ 246.8 $ 164.3 $ 182.6 $ 346.9 11.2 % 10.8 % 1.4x 0.6 %

Secondaries 28.4 23.7 11.9 21.7 33.6 17.5 % 14.4 % 1.3x 3.2 %

Co-investments 55.6 53.1 28.3 54.2 82.5 15.6 % 12.6 % 1.4x 1.7 %

Total $ 409.9 $ 323.6 $ 204.5 $ 258.5 $ 463.0 12.1 % 11.2 % 1.4x 0.9 %

______________________________

(1) Performance data shown in the table above is on an inception-to-date basis as of December 31, 2024.

Overall performance includes all investments StepStone recommends and subsequently tracks, including advisory co-investments and infrastructure investments made prior to January 1, 2015, the performance summary of Courtland, for which the track record dates back to September 1994.

Overall performance excludes (i) all client-direct investments, (ii) investments that do not have client data monitored in SPI reporting, (iii) syndicated loan portfolio totaling $0.2 billion, and (iv) investments made by legacy private equity acquired businesses.

USD returns for StepStone recommended investments are calculated on a constant currency adjusted USD reporting basis converting non-USD investment cash flows and NAVs to USD using the foreign currency exchange rate corresponding to each client’s first cash flow date.

Primaries include open-end investments, and co-investments include venture capital and growth equity direct investments for private equity, and asset management investments for infrastructure direct asset management investments.

(2) Investments of former clients are included in performance summary past the client termination date until such time as StepStone stops receiving current investment data (quarterly valuations and cash flows) for the investment.

At that point, StepStone will then ‘liquidate’ the fund’s contribution to the track record by entering a distribution amount equal to the last reported NAV.

Historical performance contribution is maintained up until the ‘liquidation’ date.

(3) Inception date reflects date of the first investment:

September 1994 for primaries, December 2004 for secondaries and June 2001 for co-investments.

(4) Returns are net of fees and expenses charged by both the underlying investment and hypothetical StepStone fees.

Investments shown herein include investments across different funds and accounts.

The aggregate returns are not indicative of the returns an individual investor would receive from these investments.

No individual investor received the aggregate returns described herein as the investments were made across multiple mandates over multiple years.

Fees are available upon request.

StepStone fees and expenses are based on the following assumptions (management fees represent an annual rate):

Primaries management fee:

25 basis points of net invested capital for private equity, real estate and infrastructure;

25 basis points of net asset value for private debt;

75 basis points of committed capital for the StepStone VC Platform.

Secondaries management fee:

125 basis points, 125 basis points and 95 basis points for private equity, real estate and infrastructure, respectively, of capital commitments in years 1 through 4 for management fees, charged quarterly.

In year 5, management fees step down to 90% of the previous year’s fee;

65 basis points of net asset value for private debt;

75 basis points of committed capital for the StepStone VC Platform.

Co-investments management fee:

100 basis points of net committed capital for private equity and real estate;

85 and 50 basis points for infrastructure co-investments and direct asset management investments, respectively, of net committed capital;

65 basis points of net asset value for private debt;

200 basis points of net invested capital for the StepStone VC Platform.

All investments assess 5 basis points of capital commitments for fund expenses, charged quarterly, and 1 basis point of capital commitments drawn down in the first cash flow quarter for organizational costs.

Private equity secondaries and co-investments include 12.5% and 10.0% of paid and unrealized carry, respectively, with an 8.0% preferred return hurdle;

infrastructure secondaries and co-investments include 10.0% of paid and unrealized carry, respectively, with an 8.0% preferred return hurdle;

real estate secondaries and co-investments include 15.0% of paid and unrealized carry, with an 8.0% preferred return hurdle;

private debt secondaries and co-investments include 10.0% of paid and unrealized carry, with a 5.0% preferred return hurdle;

and the StepStone VC Platform primaries, secondaries and co-investments/directs include 5.0%, 5.0% and 20.0%, respectively, of paid and unrealized carry with no preferred return hurdle.

(5) Reflects outperformance of investments as compared to the MSCI ACWI Total Return using the Direct Alpha public market equivalent method.

StepStone Performance Summary by Asset Class

PRIVATE EQUITY REAL ESTATE INFRASTRUCTURE PRIVATE DEBT

PRIVATE EQUITY BUYOUT* VENTURE CAPITAL & GROWTH EQUITY REAL ESTATE INFRASTRUCTURE PRIVATE DEBT

INVESTMENT STRATEGY (1,3,4)

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INVESTMENT STRATEGY (1,3,7)

Primaries 14.5% 1.5x Core/Core+ fund investments 7.1% 1.4x Core/debt 7.1% Direct lending 7.7%

Secondaries 15.1% 1.4x Value-add/opportunistic fund investments 8.3% 1.3x Core+/value-add - primary fund investments 10.9% Distressed debt 8.5%

Co-investments (7)

15.5% 1.6x Real estate debt fund investments 5.4% 1.2x Core+/value-add - secondary fund investments 12.3% Other (9)

Value-add/opportunistic secondaries & co-investments 9.9% 1.2x Core+/value-add - co-investments 12.5%

INVESTMENT STRATEGY (1,3,9)

Primaries 14.1% Primaries 14.4% Core/core+ fund investments 6.8% Core/debt - all strategies 6.8% Primaries 7.8%

Secondaries 17.6% Secondaries 14.5% Value-add/opportunistic fund investments 7.9% Core+/value-add - primary fund investments 10.6% Direct lending 7.1%

Co-investments 16.2% Directs/co-investments 16.2% Real estate debt fund investments 5.1% Core+/value-add - secondary fund investments 8.1% Opportunistic 8.4%

Value-add/opportunistic secondaries & co-investments 9.0% Core+/value-add - co-investments (8)

11.2% Co-investments/secondaries 9.5%

Direct lending 8.3%

Opportunistic 10.9%

Customized managed accounts (*)

_______________________________

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Investment returns are calculated on a constant currency adjusted reporting basis converting non-USD investment cash flows and NAVs to USD using the foreign currency exchange rate corresponding to each client’s first cash flow date.

(2) Private equity includes 2,890 investments totaling $210.0 billion of capital commitments and excludes (i) two advisory co-investments, totaling $100.0 million of capital commitments, (ii) 236 client-directed private equity investments, totaling $32.3 billion of capital commitments, and (iii) investments that do not have client data monitored in SPI Reporting.

Private equity includes buyout, venture capital, growth equity, fund-of-funds, and energy focused strategies.

StepStone’s venture capital and growth equity strategy is composed of a) venture capital and growth equity focused commingled funds and separately managed accounts (the “StepStone VC Platform”) and b) underlying venture capital and growth equity investments within StepStone’s broader private equity accounts (“StepStone PE Accounts”).

(3) Net IRR and Net TVM are presented solely for illustrative purposes and do not represent actual returns received by any investor in any of the StepStone Funds represented above and are net of fees and expenses charged by both the underlying investment and hypothetical StepStone fees.

(2) Net IRR and Net TVM are presented solely for illustrative purposes and do not represent actual returns received by any investor in any of the StepStone Funds.

Returns represented above are net of fees and expenses charged by both the underlying investment and hypothetical StepStone fees.

The aggregate returns are not indicative of the returns an individual investor would receive from these investments.

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Secondaries management fee:

125 basis points, 125 basis points and 95 basis points of capital commitments for private equity, real estate and infrastructure, respectively, in years 1 through 4 for management fees, charged quarterly;

in year 5, management fees step down to 90% of the previous year’s fee;

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Co-investments management fee:

100 basis points of net committed capital for private equity and real estate;

85 and 50 basis points for infrastructure co-investments and direct asset management investments, respectively, of net committed capital;

100 basis points of capital commitments for private equity in year 1 through 4 for management fees, charged quarterly;

in year 5, management fees step down to 90 basis points of the net invested capital, charged quarterly;

100 basis points of net committed capital for real estate;

90 and 50 basis points of net committed capital for infrastructure co-investments and direct asset management investments, respectively;

65 basis points of net asset value for private debt;

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and the StepStone VC Platform primaries, secondaries and co-investments/directs include 5.0%, 5.0% and 20.0%, respectively, of paid and unrealized carry with no preferred return hurdle.

Net IRR and Net TVM for certain investments may have been impacted by StepStone’s, or the underlying fund manager’s, use of subscription backed credit facilities by such vehicles.

Net IRR and Net TVM for investments reflect the underlying fund manager’s use of subscription backed credit facilities, if reported to StepStone as such by the underlying managers.

Aggregate net performance returns for private equity buyout secondaries and co-investments are presented on a levered basis, assuming the use of a subscription line of credit drawn for 180 days, at a cost based on the historical interest rate of SOFR +200bps.

Without the subscription lines, Net IRR/Net TVM for secondaries and co-investments would be 15.3%/1.3x and 14.7%/1.6x, respectively.

Reinvested/recycled amounts increase contributed capital.

(4) Investments of former clients are included in performance summary past the client termination date until such time as StepStone stops receiving current investment data (quarterly valuations and cash flows) for the investment.

At that point, StepStone will then ‘liquidate’ the fund by entering a distribution amount equal to the last reported NAV, thus ending its contribution to the track record as of that date.

(3) Investment returns of client portfolios are included in the performance summary past the client’s termination date until such time as StepStone stops receiving current investment data (quarterly valuations and cash flows) for such investment.

At that point, StepStone will then ‘liquidate’ the fund by entering a distribution amount equal to the last reported NAV, thus ending the investment’s contribution to the track record as of that date.

Historical performance contribution will be maintained up until the ‘liquidation’ date.

(4) Private equity buyout performance includes buyout-focused strategies comprising 1,116 investments totaling $165.6 billion of capital commitments, and excludes (i) venture capital and growth equity direct investments, reported separately;

(ii) 178 client-directed buyout investments, totaling $32.3 billion of capital commitments;

(iii) 91 investments with fund-of-funds, energy, opportunistic and other non-buyout-focused strategies totaling $9.3 billion of capital commitments;

(iv) two advisory co-investments totaling $100 million;

and (v) any investments that do not have client data monitored in SPI Reporting.

* Private equity buyout investment returns have replaced private equity investment returns.

Private equity buyout investment returns represent StepStone’s buyout focused investment strategies and therefore do not include venture capital and growth equity direct investments, fund-of-funds investments, energy, opportunistic and other non-buyout-focused investment strategies previously reported as part of private equity investment returns.

In addition, secondary and co-investment performance was previously presented on an unlevered basis.

Private equity Net IRR/Net TVM investment returns for primaries, secondaries and co-investments, as previously presented would have been, for primary investments, secondaries and co-investments 13.5%/1.5x, 14.3%/1.3x, and 15.2%/1.6x, respectively.

(5) Venture capital and growth equity includes 2,213 investments totaling $63.9 billion of capital commitments and excludes (i) 70 client-directed investments, totaling $2.4 billion of capital commitments, and (ii) investments that do not have client data monitored in SPI Reporting.

StepStone's venture capital and growth equity strategy is composed of a) investments in the StepStone venture capital platform, comprising venture capital focused commingled funds and separately managed accounts (the “StepStone VC Platform”) and b) underlying venture capital investments within StepStone’s broader private equity accounts (“StepStone PE Accounts”).

(6) Real estate includes 523 investments totaling $94.0 billion of capital commitments and excludes (i) 100 client-directed real estate investments, totaling $17.2 billion of capital commitments, (ii) 20 secondary/co-investment core/core+ or credit investments, totaling $1.2 billion of capital commitments, (iii) four advisory fund investments totaling $463.6 million of capital commitments, and (iv) investments that do not have client data monitored in SPI Reporting.

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on April 1, 2018 (the “Courtland acquisition”), totaling $501.9 million of capital commitments, (ii) 50 client-directed infrastructure investments, totaling $12.3 billion of capital commitments, and (iii) investments that do not have client data monitored in SPI Reporting.

(7) Co-investments include venture capital and growth equity direct investments for private equity.

(8) Infrastructure co-investment performance includes asset management direct investments.

(9) Private debt includes 1,874 investments totaling $70.3 billion of capital commitments and excludes (i) 48 client-directed debt investments, totaling $4.3 billion of capital commitments, (ii) 50 real estate credit investments that were recommended by Courtland Partners, Ltd.

prior to the Courtland acquisition, totaling $5.1 billion of capital commitments, and (iii) investments that do not have client data monitored in SPI Reporting.

(9) Other includes mezzanine debt, collateralized loan obligations, leasing, regulatory capital, trade finance, intellectual property/royalty, real estate debt and infrastructure debt.

*Net IRRs are not aggregated and shown for customized managed accounts (which include capacity-negotiated GP co-investment accounts and GP primary managed accounts) totaling $35.4 billion of committed capital, as the investment objective of those investments are customized to the respective client’s investment target on multiple-on-committed-capital (“MOCC”) and can differ significantly.

Liquidity and Capital Resources

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We generate cash primarily from management and advisory fees and performance fees.

We have historically managed our liquidity and capital resource needs through (a) cash generated from our operating activities, (b) realizations from investment activities, (c) borrowings, interest payments and repayments under credit agreements and other borrowing arrangements, (d) funding capital commitments to our funds, and (e) funding our growth initiatives, including capital expenditures for property, equipment, and acquisitions to expand into new businesses.

As of March 31, 2025, we had $245.3 million of cash, cash equivalents and restricted cash ($289.8 million including Consolidated Funds) and $1,679.4 million of investments in StepStone Funds, including $1,495.7 million of accrued carried interest allocations, against $269.3 million in debt obligations, net of debt issuance costs, and $758.0 million in accrued carried interest-related compensation payable.

We have historically managed our liquidity and capital resource needs through (a) cash generated from our operating activities, (b) realizations from investment activities, (c) borrowings, interest payments and repayments under credit agreements, senior note issuances and other borrowing arrangements, (d) funding capital commitments to our funds, and (e) funding our growth initiatives, including capital expenditures for property, equipment, and acquisitions to expand into new businesses.

As of March 31, 2026, we had $213.6 million of cash, cash equivalents and restricted cash ($1,119.0 million including Consolidated Funds) and $2,286.3 million of investments in StepStone Funds ($3,001.7 million including Consolidated Funds), including $2,036.9 million of accrued carried interest allocations, against $270.6 million in debt obligations, net of debt issuance costs ($1,201.8 million including Consolidated Funds), and $1,100.6 million in accrued carried interest-related compensation payable.

Ongoing sources of cash include (a) management and advisory fees, which are collected monthly or quarterly, (b) performance fees, which are volatile and largely unpredictable as to amount and timing;

and (c) distributions from our investments in the StepStone Funds.

We use cash flow from operations and distributions from our investments in the StepStone Funds to pay compensation and related expenses, general and administrative expenses, income taxes, debt service, capital expenditures, dividends to our stockholders and distributions to holders of Partnership units, and to make investments in the StepStone Funds.

We believe we will have sufficient cash flows to meet our liquidity and capital resources requirements for the next 12 months.

We believe we will have sufficient ability to meet our liquidity and capital resources requirements for the next 12 months through cash flows from operating activities, existing cash and cash equivalents, and our ability to obtain future financing.

The accompanying consolidated cash flows include the Consolidated Funds, which activities primarily consist of raising capital from third-party investors, purchasing investments, making payment for the operating costs of the fund, generating cash flows from realized income allocations of investments and sales of investments, and making distributions to investors.

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Net cash provided by operating activities $ 66,481 $ 64,928 $ 161,522

Net cash used in investing activities (43,475) (47,347) (30,807)

Net cash provided by (used in) investing activities 732,881 (43,475) (47,347)

Net cash provided by (used in) financing activities 37,439 87,481 (57,978)

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• net purchases of investments of Consolidated Funds of $326.6 million, $221.0 million and $75.1 million;

• net change in operating assets and liabilities of Consolidated Funds of $32 thousand, $0.1 million and $(0.2) million.

• net change in operating assets and liabilities of Consolidated Funds of $15.3 million, $32 thousand and $0.1 million.

Investing Activities

Investing activities used $43.5 million, $47.3 million and $30.8 million of cash for fiscal 2025, 2024 and 2023, respectively, and primarily consisted of the following amounts:

Investing activities provided (used) $732.9 million, $(43.5) million and $(47.3) million of cash for fiscal 2026, 2025 and 2024, respectively, and primarily consisted of the following amounts:

• net contributions to investments of $41.4 million, $42.8 million and $19.0 million;

• net (contributions to) distributions from investments in legacy Greenspring entities of $1.9 million, $4.4 million and $(8.8) million;

• net cash recognized upon initial consolidation of funds of $812.1 million, $0 million and $0 million;

• net cash derecognized from deconsolidation of fund of $37.0 million, $0 million and $0 million;

• purchases of fixed assets of $2.6 million, $5.1 million and $19.6 million.

Financing Activities

Financing activities provided (used) $87.5 million, $(58.0) million and $(108.0) million for fiscal 2025, 2024 and 2023, respectively, and primarily consisted of the following:

Financing activities provided (used) $37.4 million, $87.5 million and $(58.0) million of cash for fiscal 2026, 2025 and 2024, respectively, and primarily consisted of the following:

• net borrowings (repayments) on revolving credit facility of $0 million, $(50.0) million and $50.0 million;

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• redemption of redeemable non-controlling interests of $0 million, $13.0 million and $0 million;

• proceeds from capital contributions from non-controlling interests $8.8 million, $43 thousand and $0.2 million;

• proceeds from capital contributions from non-controlling interests $3.3 million, $8.8 million and $43 thousand;

• distributions to non-controlling interests of $164.6 million, $129.3 million and $97.3 million;

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• dividends paid to common stockholders of $117.8 million, $75.8 million and $68.5 million;

• payments for employee taxes related to the net settlement of RSUs of $1.5 million, $0.7 million and $2.7 million;

• payments for taxes related to the net settlement of equity-based awards of $0.4 million, $1.5 million and $0.7 million;

• proceeds from issuance of Class A common stock under ESPP of $3.7 million, $2.5 million and $0 million;

• payments for repurchases of Class A common stock of $8.7 million, $0 million and $0 million;

• payments to related parties under the Tax Receivable Agreements of $12.6 million, $9.8 million and $10.3 million;

• net repayments on fund credit facility of $40 thousand, $0 million and $0 million;

• net repayments on fund credit facility of $0 million, $40 thousand and $0 million;

• contributions from redeemable non-controlling interests in Consolidated Funds of $403.3 million, $240.3 million and $62.3 million;

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Debt Obligations

Debt Obligations of the Company

Revolving Credit Facility

We are party to a credit agreement, as amended and restated in May 2024 (the “Credit Agreement”), which, among other things, increased the aggregate principal amount of the commitments thereunder to $300.0 million from $225.0 million and extended the maturity date of the revolving facility to May 2029.

The Credit Agreement was arranged by JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other lenders party thereto and provides for a $300.0 million multicurrency Revolver.

The Credit Agreement was arranged by JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, and certain other lenders party thereto and provides for a $300.0 million multicurrency Revolver.

Borrowings under the Revolver bear interest at a variable rate per annum.

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On October 22, 2024, we issued $175.0 million aggregate principal amount of our 5.52% Series A senior notes due October 22, 2029, pursuant to the Note Purchase Agreement, dated as of October 22, 2024, in a private placement exempt from registration under the Securities Act.

Interest on the Notes is payable semi-annually in arrears on April 22 and October 22 of each year, commencing on April 22, 2025.

Interest on the Notes is payable semi-annually in arrears on April 22 and October 22 of each year.

Interest on the Notes accrues from and including October 22, 2024.

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Debt Obligations of Consolidated Funds

Debt obligations of the Consolidated Funds primarily comprise amounts due to holders of debt securities issued by a consolidated collateralized financing entity (“CFE”).

We are not liable for any of the notes payable issued by the CFE which are collateralized by the assets held by the CFE.

As of March 31, 2026, the collateral of the CFE consisted of cash and cash equivalents and investments in funds which are generally organized as partnership and LLC interests.

The notes payable may only be repaid from collateral proceeds, which will occur as distributions are received from underlying assets.

Notes payable of the Consolidated Funds are collateralized by the assets held by the Consolidated Funds and the assets of one fund may not be used to satisfy the liabilities of another fund.

As of March 31, 2026, the consolidated CFE has the ability to issue up to $1,396.8 million of additional notes payable.

Certain Consolidated Funds may maintain revolving credit facilities that are secured by fund assets to fund investments on a short-term basis.

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Amounts drawn under the facility must be repaid within 180 days.

As of March 31, 2025, there were no outstanding borrowings on the Fund Credit Facility.

As of March 31, 2026, there were no outstanding borrowings under the Fund Credit Facility.

Borrowings under the Fund Credit Facility bear interest at a variable rate per annum.

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Borrowings in EUR will bear interest at the European Central Bank main refinancing rate plus a margin of 250 basis points.

In March 2026, our consolidated CFE entered into a credit agreement arranged by Alter Domus LLC, as the administrative agent, and certain other lenders party thereto that provides for a revolving credit facility (the “Liquidity Loan Facility”) of up to $408.4 million.

As of March 31, 2026, there were no outstanding borrowings under the Liquidity Loan Facility.

Borrowings under the Liquidity Loan Facility bear interest at a variable rate per annum at the Term SOFR plus a margin of 270 basis points.

The facility also bears an unused commitment fee of 1.00% per annum.

Borrowings under the Liquidity Loan Facility may be repaid at any time during the term of the Agreement and, subject to certain terms and conditions, may be reborrowed prior to the maturity date.

Any outstanding principal amounts, together with any accrued interest thereon, shall be due and payable on the maturity date.

The maturity date for the Liquidity Loan Facility is March 23, 2031.

Debt Covenants

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The Fund Credit Facility also provides for customary events of default, which, if any occur and are continuing, could permit or require the entire unpaid principal amount of any or all loans under the Fund Credit Facility, plus all accrued and unpaid interest thereon to become or to be declared due and payable immediately.

Liquidity Loan Facility

Under the terms of the Liquidity Loan Facility, certain assets of the Consolidated Funds serve as pledged collateral.

In addition, the Liquidity Loan Facility contains covenants that, among other things:

limit the ability of the fund to incur indebtedness;

create, incur or allow liens;

and other customary covenants.

The Liquidity Loan Facility also provides for customary events of default, which, if any occur and are continuing, could permit or require the entire unpaid principal amount of any or all loans under the Liquidity Loan Facility, plus all accrued and unpaid interest thereon to become or to be declared due and payable immediately.

As of March 31, 2026, we were in compliance with the covenants under our various debt agreements.

Equity Transactions

In June 2024, we issued 1,731,807 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,731,807 Class B units of the Partnership pursuant to the Class B Exchange Agreement.

We also issued 71,766 shares of Class A common stock to certain limited partners of the Partnership in exchange for 71,766 Class C units of the Partnership pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the partnership were issued to us.

In September 2024, we conducted an underwritten public offering of 4,099,997 shares of Class A common stock at a public offering price of $50.00 per share.

3,094,981 shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and 3,799,997 Class A units of the Partnership were issued to us.

We also issued 18,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 18,000 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

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Stock Repurchase Program

On March 9, 2026, our board of directors authorized a stock repurchase program of up to $100.0 million of our Class A common stock, excluding fees and expenses.

Under the stock repurchase program, repurchases may be made from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act.

The stock repurchase program may be modified, suspended or discontinued by the board of directors at any time without prior notice and does not have a specified expiration date.

Each share of Class A common stock repurchased is funded with the proceeds, on a dollar-for-dollar basis, from the repurchase of Class A units by the Partnership from us in order to maintain the one-to-one ratio between outstanding shares of Class A common stock and Class A units.

Future Sources and Uses of Liquidity

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See “Risk Factors—Risks Related to Our Organizational Structure— We currently pay dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be limited by our holding company structure and applicable provisions of Delaware law.

In addition, any repurchases of our Class A common stock are discretionary and may be limited by applicable legal requirements and other considerations.”

The following table presents information regarding quarterly cash dividends on Class A common shares for the periods indicated:

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First quarter June 30, 2023 $ 0.20

Supplemental 2

June 30, 2023 0.25

Second quarter September 15, 2023 0.21

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As of March 31, 2026, based on the fair value of the liability classified awards, the estimated minimum and maximum amount of cash that would be potentially payable to settle the liability under the Private Wealth Transaction was $564.4 million and $2,257.6 million, respectively.

The assumptions used in the fair value analysis are inherently subjective;

We believe that we will be able to meet the cash requirements for settlement of the liability through our ability to obtain future financing.

See note 10 to our consolidated financial statements included elsewhere in this annual report for more information.

Certain assumptions used in determining the fair value are inherently subjective;

therefore, the ultimate settlement amount for the liability classified awards may differ materially from the current estimate.

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56,742 15,447 30,895 10,400 —

Debt obligations of Consolidated Funds (4)

931,185 — — — 931,185

Capital commitments (5)

109,993 109,993 — — —

Capital commitments of Consolidated Funds (6)

2,401,140 2,401,140 — — —

Capital commitments in legacy Greenspring funds (7)

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These projected interest payments may differ in the future based on the balances outstanding on the Revolver and Notes, respectively, as well as changes in market interest rates for the Revolver.

(4) Debt obligations of Consolidated Funds presented in the table represent amounts due to holders of debt securities issued by the Consolidated CFE vehicle.

These obligations include interest to be paid on debt securities issued by the CFE vehicle and assume that no prepayments of principal are made and outstanding notes payable are held until maturity.

For debt securities that bear only the rights to the residual value of the Consolidated CFE vehicle and have no stated interest rate, no interest payments were included in this calculation.

The maturity date of the notes payable issued by the Consolidated CFE vehicle is April 2041.

(5) Capital commitments represent our obligations to provide general partner capital funding to the StepStone Funds.

1 unchanged sentence

Capital commitments are expected to be called over a period of several years.

As of March 31, 2026, we had unfunded commitments totaling $187.5 million before the consolidation of funds, and $110.0 million after the consolidation of funds.

(6) Capital commitments of Consolidated Funds represent our obligations to provide capital funding to the StepStone Funds held through the Consolidated Funds.

These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the less than 1 year column.

Capital commitments are expected to be called over a period of several years.

(7) In connection with the Greenspring acquisition, we, indirectly through our subsidiaries, became the sole and/or managing member of certain entities, each of which is the general partner of an investment fund (“legacy Greenspring general partner entities”).

We did not acquire any direct economic interests attributable to the legacy Greenspring general partner entities, including legacy Greenspring investments in funds and carried interest allocations.

We did not acquire any direct economic interests attributable to the legacy Greenspring

general partner entities, including legacy Greenspring investments in funds and carried interest allocations.

We determined that the legacy Greenspring general partner entities are VIEs and that we are the primary beneficiary of each such entity because we have a controlling financial interest in each entity.

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Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model.

Under the voting interest model, we consolidate those entities we control through a majority voting interest.

The assessment of whether an entity is a VIE requires an evaluation of qualitative factors and, where applicable, quantitative factors.

6 unchanged sentences

We provide investment advisory services to the StepStone Funds, which have third-party investors.

Certain StepStone Funds are VIEs because they have not granted the third-party investors substantive rights to terminate or remove the general partner or participating rights.

StepStone Funds are generally VIEs because they have not granted the third-party investors substantive rights to terminate or remove the general partner or participating rights.

We do not consolidate most of the StepStone Funds that are VIEs because we are not the primary beneficiary of those funds, primarily because our fee arrangements are considered customary and commensurate and thus not deemed to be variable interests, and we do not hold any other interests in those funds that are considered more than insignificant.

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The variability and availability of the observable inputs affected by the factors described above may result in transfers between Levels I, II, and III.

We consider our cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, notes payable, revolving credit facility, and contingent consideration balance to be financial instruments.

We consider our cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, notes payable, and revolving credit facility to be financial instruments.

The carrying amounts of cash, cash equivalents, restricted cash, fees and accounts receivable and accounts payable equal or approximate their fair values due to their nature and/or the relatively short period over which they are held.

See note 6 to our consolidated financial statements for additional details regarding the fair value of our contingent consideration balance and note 9 for additional details regarding the fair value of our notes payable and revolving credit facility balances.

See note 9 for additional details regarding the fair value of our notes payable and revolving credit facility balances.

Equity-Based Compensation

We account for grants of equity-based awards, including service-based RSUs and performance-based RSUs (“PRSUs”), to certain employees and directors at fair value as of the grant date.

We account for grants of equity-based awards, including service-based RSUs and PRSUs, to certain employees and directors at fair value as of the grant date.

We recognize non-cash compensation expense attributable to these grants on a straight-line basis over the requisite service and performance period, which is generally the vesting period.

Expense related to grants of PRSUs is recognized only to the extent the performance condition is achieved, and the estimated quantity of awards for which it is probable that the performance condition will be achieved is reevaluated each reporting period.

Expense related to grants of PRSUs is recognized if it is probable that the performance condition will be satisfied.

Expense related to grants of equity-based awards is recognized as equity-based compensation expense in the consolidated statements of income (loss).

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis