What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-05-27 compared with 2025-05-23 · 407 added, 246 removed, 1349 unchanged (33% of the section changed)

27 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of underlying investments of equity method investments

10 unchanged sentences

Finally, we involved more senior, more experienced audit team members to perform audit procedures related to Level III investments described above.

Valuation of liability classified awards

Description of the Matter As disclosed in Note 10 to the consolidated financial statements, the Company recognized $2,265.8 million, for liability classified awards within accrued compensation and benefits in the consolidated financial statements.

As of March 31, 2026, the Company determined with the assistance of a third-party valuation specialist the fair value of the liability classified awards based on the contractual redemption price using significant unobservable inputs including projected earnings of StepStone Private Wealth LLC, a discount rate and an adjusted trading multiple.

Auditing the Company’s fair value of the liability classified awards involved a high degree of subjectivity as the significant unobservable inputs used in the determination of fair value were based on assumptions about future market and economic conditions and could have a material effect on the fair value of the liability classified awards.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s valuation process for the liability classified awards.

This included management’s review controls over the valuation methodology and significant assumptions used to estimate the fair value of the liability classified awards, and management’s review controls over the completeness and accuracy of the data used in the forecast and valuation model.

Our audit procedures included, among others, evaluating the Company’s valuation methodology and significant inputs used to estimate the fair value of the liability classified awards and testing the mathematical accuracy of the Company’s valuation model.

For example, we compared the significant unobservable inputs described above to current market and economic trends, the historical results of the business and performed sensitivity analyses of the significant inputs to evaluate contrary evidence and the change in the fair value estimate that would result from changes in the inputs.

We tested the calculation of the contractual redemption price and verified the significant inputs used in the calculation were consistent with those prescribed in the related transaction agreements.

We involved our valuation specialists to assist in our evaluation of the Company’s valuation methodology and certain significant unobservable inputs used in the fair value estimate, including the discount rate and adjusted trading multiple used in the Company’s valuation model.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2009.

Los Angeles, CA

Report of Independent Registered Public Accounting Firm

22 unchanged sentences

/s/ Ernst & Young LLP

Los Angeles, CA

StepStone Group Inc.

21 unchanged sentences

83,929 17,688

$ 6,762,702 $ 4,586,693

Liabilities and stockholders’ equity

9 unchanged sentences

Other liabilities 25,241 17,580

Debt obligations 931,185 —

Total liabilities 5,876,676 2,812,321

8 unchanged sentences

Additional paid-in capital 482,057 421,057

Retained earnings (accumulated deficit) ( 242,546 ) 13,768

Accumulated deficit ( 896,879 ) ( 242,546 )

Accumulated other comprehensive income 1,143 728

37 unchanged sentences

Other liabilities 25,241 17,580

Debt obligations 931,185 —

Total liabilities

30 unchanged sentences

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 )

3 unchanged sentences

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

2 unchanged sentences

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 )

22 unchanged sentences

Foreign currency translation adjustment ( 1,214 ) 38 ( 793 )

Unrealized gain (loss) on defined benefit plan, net 1,179 118 ( 506 )

Unrealized gain on defined benefit plan, net 945 1,179 118

Total other comprehensive income (loss) ( 269 ) 1,217 ( 675 )

1 unchanged sentence

Comprehensive income attributable to non-controlling interests in subsidiaries 103,673 79,840 36,912

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

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

Comprehensive income (loss) attributable to non-controlling interests in the Partnership ( 384,698 ) ( 125,615 ) 59,805

7 unchanged sentences

(in thousands)

Class A Common Stock Class B Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Non-Controlling Interests in Subsidiaries Non-Controlling Interests in Legacy Greenspring Entities Non-Controlling Interests in the Partnership Total Stockholders’ Equity

Class A Common Stock Class B Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income Non-Controlling Interests in Subsidiaries Non-Controlling Interests in Legacy Greenspring Entities Non-Controlling Interests in the Partnership Total Stockholders’ Equity

Balance at March 31, 2023 $ 63 $ 46 $ 610,567 $ 160,430 $ 461 $ 36,380 $ 152,658 $ 668,182 $ 1,628,787

5 unchanged sentences

Dividends declared — — — ( 70,346 ) — — — — ( 70,346 )

Vesting of RSUs, net of shares withheld for employee taxes — — ( 1,524 ) — — — — ( 1,219 ) ( 2,743 )

Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common shares 2 ( 2 ) ( 1 ) — — — — — ( 1 )

Vesting of equity-based awards, net of shares withheld for taxes 1 — ( 392 ) — — — — ( 304 ) ( 695 )

Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common stock 2 ( 1 ) ( 2 ) — — — — — ( 1 )

Sale of non-controlling interests — — 851 — — 1,553 — 641 3,045

Equity reallocation between controlling and non-controlling interests — — 21,277 — 39 ( 2,881 ) — ( 18,435 ) —

1 unchanged sentence

— — 132,560 — — — — — 132,560

Reclassification and adjustment of non-controlling interests in subsidiaries to redeemable equity at redemption value — — ( 465,339 ) ( 134,407 ) — ( 34,860 ) — ( 451,886 ) ( 1,086,492 )

Reclassification of non-controlling interests in subsidiaries from redeemable equity — — — — — 976,354 — — 976,354

Balance at March 31, 2024 66 45 310,293 13,768 304 974,559 147,042 208,514 1,654,591

Net income (loss) — — — ( 179,563 ) — 79,282 ( 1,185 ) ( 125,850 ) ( 227,316 )

Other comprehensive loss — — — — ( 196 ) ( 328 ) — ( 151 ) ( 675 )

Other comprehensive income — — — — 424 558 — 235 1,217

Contributed capital — — — — — 8,773 19,603 3 28,379

2 unchanged sentences

Dividends declared — — — ( 76,751 ) — — — — ( 76,751 )

Vesting of RSUs, net of shares withheld for employee taxes 1 — ( 392 ) — — — — ( 304 ) ( 695 )

Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common shares 2 ( 1 ) ( 2 ) — — — — — ( 1 )

Sale of non-controlling interests — — 851 — — 1,553 — 641 3,045

Vesting of equity-based awards, net of shares withheld for taxes 1 — ( 897 ) — — — — ( 576 ) ( 1,472 )

Class A common stock issued under ESPP — — 1,585 — — — — 936 2,521

Exchange of Class B, Class C and Class D units for Class A common stock and redemption of corresponding Class B common stock 10 ( 8 ) ( 10 ) — — — — — ( 8 )

Vesting of Class B2 units and issuance of corresponding Class B common stock at par value — 3 — — — — — — 3

Purchase of non-controlling interests — — ( 3,149 ) — — — — ( 2,249 ) ( 5,398 )

Settlement of non-controlling interests related to awards of carried interest allocations — — — — — 54,977 — — 54,977

Redemption of redeemable non-controlling interests in subsidiaries — — 55,879 — — — — 41,504 97,383

Equity reallocation between controlling and non-controlling interests — — 41,559 — — ( 12,666 ) — ( 28,893 ) —

1 unchanged sentence

— — 5,950 — — — — — 5,950

Reclassification and adjustment of non-controlling interests in subsidiaries to redeemable equity at redemption value — — ( 465,339 ) ( 134,407 ) — ( 34,860 ) — ( 451,886 ) ( 1,086,492 )

Reclassification of non-controlling interests in subsidiaries from redeemable equity — — — — — 976,354 — — 976,354

Balance at March 31, 2025 $ 77 $ 40 $ 421,057 $ ( 242,546 ) $ 728 $ 1,056,510 133,489 $ 20,793 $ 1,390,148

4 unchanged sentences

(in thousands)

Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-Controlling Interests in Subsidiaries Non-Controlling Interests in Legacy Greenspring Entities Non-Controlling Interests in the Partnership Total Stockholders’ Equity

Balance at March 31, 2025 $ 77 $ 40 $ 421,057 $ ( 242,546 ) $ 728 $ 1,056,510 $ 133,489 $ 20,793 $ 1,390,148

Net income (loss) — — — ( 535,808 ) — 103,782 4,945 ( 384,633 ) ( 811,714 )

Other comprehensive income — — — — 424 558 — 235 1,217

Other comprehensive loss — — — — ( 95 ) ( 109 ) — ( 65 ) ( 269 )

Contributed capital — — — — — 3,316 1,359 1 4,676

2 unchanged sentences

Dividends declared — — — ( 118,525 ) — — — — ( 118,525 )

Vesting of RSUs, net of shares withheld for employee taxes 1 — ( 897 ) — — — — ( 576 ) ( 1,472 )

Vesting of equity-based awards, net of shares withheld for taxes — — ( 263 ) — — — — ( 137 ) ( 400 )

Class A common stock issued under ESPP — — 2,395 — — — — 1,282 3,677

Exchange of Class B, Class C and Class D units for Class A common stock and redemption of corresponding Class B common shares 10 ( 8 ) ( 10 ) — — — — — ( 8 )

Vesting of Class B2 units and issuance of corresponding Class B common stock at par value — 3 — — — — — — 3

Exchange of Class B, Class C and Class D units for Class A common stock and redemption of corresponding Class B common stock 3 ( 1 ) ( 2 ) — — — — — —

Purchase of non-controlling interests — — ( 6,553 ) — — — — ( 3,766 ) ( 10,319 )

Settlement of non-controlling interests related to awards of carried interest allocations — — — — — 54,977 — — 54,977

Redemption of redeemable non-controlling interests in subsidiaries — — 55,879 — — — — 41,504 97,383

Class A common stock issued for purchase of asset class non-controlling interests 1 — ( 1 ) — — — — — —

Repurchases of Class A common stock — — ( 5,732 ) — — — — ( 2,983 ) ( 8,715 )

Initial consolidation of Consolidated Funds — — — — — 394,095 — — 394,095

Equity reallocation between controlling and non-controlling interests — — 59,890 — 510 ( 116,974 ) — 56,574 —

13 unchanged sentences

Depreciation and amortization 45,731 45,489 47,588

Unrealized carried interest allocations and investment (income) loss ( 148,508 ) ( 127,815 ) 261,354

Unrealized legacy Greenspring carried interest allocations and investment loss ( 2,090 ) 149,293 577,484

Unrealized carried interest allocations and investment income ( 587,735 ) ( 148,508 ) ( 127,815 )

Unrealized legacy Greenspring carried interest allocations and investment (income) loss ( 120,955 ) ( 2,090 ) 149,293

Unrealized performance fee-related compensation 341,956 94,272 74,694

8 unchanged sentences

Other non-cash activities — 103 579

Adjustments to reconcile net income to net cash provided by operating activities of Consolidated Funds:

Adjustments to reconcile net income (loss) to net cash used in operating activities of Consolidated Funds:

Unrealized investment income of Consolidated Funds ( 84,867 ) ( 62,192 ) ( 26,147 )

18 unchanged sentences

Distributions received from investments in legacy Greenspring entities 3,242 24,035 3,688

Net cash recognized upon initial consolidation of funds 812,052 — —

Net cash derecognized from deconsolidation of fund ( 36,992 ) — —

Purchases of property and equipment ( 2,620 ) ( 5,100 ) ( 19,607 )

Other investing activities — 1 —

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 )

See accompanying notes to consolidated financial statements.

19 unchanged sentences

Dividends paid to common stockholders ( 117,764 ) ( 75,840 ) ( 68,474 )

Payments for employee taxes related to net settlement of RSUs ( 1,472 ) ( 695 ) ( 2,743 )

Payments for taxes related to net settlement of equity-based awards ( 400 ) ( 1,472 ) ( 695 )

Payments for repurchases of Class A common stock ( 8,715 ) — —

Payments to related parties under Tax Receivable Agreements ( 12,565 ) ( 9,819 ) ( 10,281 )

10 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 1,119,001 $ 289,804 $ 182,312

See accompanying notes to consolidated financial statements.

StepStone Group Inc.

Consolidated Statements of Cash Flows

(in thousands)

Year Ended March 31,

2026 2025 2024

Supplemental disclosures:

1 unchanged sentence

Taxes paid (1)

42,323 14,145 14,289

Non-cash operating, investing, and financing activities:

2 unchanged sentences

Establishment of lease liabilities in exchange for lease right-of-use assets — — 5,501

Remeasurement of lease liabilities — — ( 18,166 )

Issuance of note related to sale of subsidiary — — 8,436

Initial consolidation of Consolidated Funds 394,095 — —

Reclassification and adjustment of non-controlling interests in subsidiaries to redeemable equity at redemption value — — 1,086,492

1 unchanged sentence

Equity issued for redemption of redeemable non-controlling interests — 97,383 —

Equity issued for purchase of non-controlling interests 160,876 — —

Reconciliation of cash, cash equivalents and restricted cash:

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 1,119,001 $ 289,804 $ 182,312

(1) During the year ended March 31, 2026, jurisdictions comprising greater than 5% of total income taxes paid (net of refunds received) included the United States, Australia and Switzerland.

See accompanying notes to consolidated financial statements.

15 unchanged sentences

The assets and liabilities of the Partnership represent substantially all of SSG’s consolidated assets and liabilities, with the exception of certain deferred income taxes and payables due to affiliates pursuant to tax receivable agreements (see note 11).

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to five votes.

Each share of Class A common stock and Class B common stock is entitled to one vote.

As of March 31, 2026, SSG held approximately 66.0 % of the economic interest in the Partnership.

14 unchanged sentences

Factors that may affect or influence management’s estimates and assumptions could include expectations related to future events that management has deemed reasonable under the circumstances.

Assumptions and estimates related to the valuation of investments, which directly affect carried interest allocations, carried interest related compensation, and the carrying amount of the Company’s equity in affiliated companies, involve a higher degree of judgment and complexity, and these assumptions and estimates may significantly affect the consolidated financial statements.

Assumptions and estimates related to the valuation of liability classified awards and the valuation of investments, which directly affect carried interest allocations, carried interest related compensation, and the carrying amount of the Company’s equity in affiliated companies, both involve a higher degree of judgment and complexity, and these assumptions and estimates may significantly affect the consolidated financial statements.

Actual results could differ from these estimates and those differences may be material.

5 unchanged sentences

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

Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest.

The consolidation analysis can generally be performed qualitatively;

however, in certain situations a quantitative analysis may also be performed.

Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective StepStone Funds that are VIEs could affect the entity’s status as a VIE or the determination of the primary beneficiary.

Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective StepStone Funds could affect the entity’s status as a VIE or the determination of the primary beneficiary.

Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest.

9 unchanged sentences

A limited partnership or similar entity is a VIE if the unaffiliated limited partners or members do not have substantive rights to terminate or liquidate the fund or remove the general partner or substantive rights to participate.

Certain StepStone Funds are VIEs because they have not granted unaffiliated limited partners or members substantive rights to terminate the fund or remove the general partner or substantive rights to participate.

The Company does not consolidate these StepStone Funds because it is not the primary beneficiary of those funds, primarily because it does not hold an interest in those funds that is considered more than insignificant and its fee arrangements are considered customary and commensurate.

The Company has determined that certain of its operating subsidiaries, including StepStone Group Real Assets LP (“SRA”), StepStone Group Real Estate LP (“SRE”), StepStone Group Private Debt AG (former ly Swiss Capital Alternative Investments AG) (“SPD”), and StepStone Group Private Wealth LLC (“SPW”) and certain StepStone Funds are VIEs, and that the Company is the primary beneficiary of each entity because it has a controlling financial interest in each entity;

StepStone Funds are generally VIEs because they have not granted unaffiliated limited partners or members substantive rights to terminate the fund or remove the general partner or substantive rights to participate.

The Company typically does not consolidate these StepStone Funds because it is not the primary beneficiary, as it does not hold an interest in those funds that is considered more than insignificant and its fee arrangements are considered customary and commensurate.

The Company has determined that certain of its operating subsidiaries, including StepStone Group Real Assets LP (“SRA”), StepStone Group Real Estate LP (“SRE”), StepStone Group Private Debt AG (“SPD”), and StepStone Group Private Wealth LLC (“SPW”) and certain StepStone Funds are VIEs, and that the Company is the primary beneficiary of each entity because it has a controlling financial interest in each entity;

accordingly, the Company consolidates these entities.

9 unchanged sentences

The Company and its subsidiaries manages or controls certain entities that constitute client investment funds that have been consolidated in the accompanying consolidated financial statements (“Consolidated Funds”).

Including the results of the Consolidated Funds increases the reported amounts of the assets, liabilities, expenses and cash flows in the accompanying consolidated financial statements, and amounts related to economic interests held by third-party investors are reflected as redeemable non-controlling interests in Consolidated Funds.

Including the results of the Consolidated Funds increases the reported amounts of the assets, liabilities, expenses and cash flows in the accompanying consolidated financial statements.

Amounts related to economic interests held by third-party investors are reflected as either non-controlling interests in subsidiaries or redeemable non-controlling interests in Consolidated Funds when the equity interests of the fund are redeemable.

The revenues earned by the Company as investment manager of the Consolidated Funds are eliminated in consolidation and generally have no direct effect on the net income attributable to SSG or to stockholders' equity.

7 unchanged sentences

(in thousands, except share and per share amounts and where noted)

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

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 SSG but are held by the client 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.

4 unchanged sentences

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 SSG, but are held by the client 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 SSG, but are held by the client investors in the funds.

These interests are presented as redeemable non-controlling interests in Consolidated Funds within the consolidated balance sheets, outside of permanent capital as the investors in these funds generally have the right to withdraw their capital, subject to the terms of the respective contractual agreements.

3 unchanged sentences

Accounting for Differing Fiscal Periods

The StepStone Funds primarily have a fiscal year end as of December 31.

The Company accounts for its investments in the StepStone Funds on a three-month lag due to the timing of receipt of financial information from the investments held by the StepStone Funds.

The StepStone Funds (including the Consolidated Funds) primarily have a fiscal year end as of December 31.

The Company accounts for its investments in the StepStone Funds and the consolidated balances of the Consolidated Funds on a three-month lag due to the timing of receipt of financial information from the investments held by the StepStone Funds.

The StepStone Funds primarily invest in private markets funds that generally require at least 90 days following the calendar year end to provide audited financial statements.

As a result, the Company uses the December 31 audited financial statements of the StepStone Funds, which reflect the underlying private markets funds as of December 31, to record its investments (including any carried interest allocated by those investments) for its fiscal year-end consolidated financial statements as of March 31.

The Company further adjusts the reported carrying values of its investments in the StepStone Funds for its share of capital contributions to and distributions from the StepStone Funds during the three-month lag period.

The Company further adjusts the reported carrying values of its investments in the StepStone Funds, and the consolidated balances for the Consolidated Funds, for its share of capital contributions to and distributions from the StepStone Funds during the three-month lag period.

The Company does not account for management and advisory fees or incentive fees on a three-month lag.

To the extent that management becomes aware of any material events that affect the StepStone Funds during the three-month lag period, the effect of the events would be disclosed in the notes to the consolidated financial statements.

To the extent that management becomes aware of any material events that affect the StepStone Funds or the Consolidated Funds during the three-month lag period, the effect of the events would be disclosed in the notes to the consolidated financial statements.

StepStone Group Inc.

2 unchanged sentences

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.

The Company is 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 the Company’s 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 the Company’s income tax provision for the year ended March 31, 2026 and did not have a significant impact on the Company’s consolidated financial statements.

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

The Company is 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 the Company’s business.

The Company’s 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.

12 unchanged sentences

If any accounts or portion thereof are deemed uncollectible, such amounts are expensed when that determination is made.

Due from Affiliates

Due from affiliates primarily relates to fees and accounts receivable from the StepStone Funds, advances made on behalf of the StepStone Funds for the payment of certain organization and operating costs and expenses for which the Company is subsequently reimbursed, amounts due from employees and loans due from affiliated entities.

See note 13 for further disclosure of related party transactions.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

Due from Affiliates

See note 13 for further disclosure of related party transactions.

Fair Value Measurements

15 unchanged sentences

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

The Company considers its cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, notes payable, revolving credit facility and contingent consideration obligation balance to be financial instruments.

The Company considers its 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 for additional details regarding the fair value of the Company’s contingent consideration obligation balance and see note 9 for additional details regarding the fair value of the Company’s notes payable and revolving credit facility balances.

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

StepStone Group Inc.

46 unchanged sentences

These transaction gains (losses) totaled $ 4.8 million, $( 0.4 ) million and $( 1.4 ) million for the years ended March 31, 2026, 2025 and 2024, respectively.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of an acquisition is allocated to the assets acquired and liabilities assumed based on their fair values, as determined by management at the acquisition date.

Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition date as part of the fair value transferred in exchange for the acquired business.

Contingent consideration arrangements are revalued to fair value each reporting period.

Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates.

Acquisition-related costs incurred in connection with a business combination are expensed as incurred and are included in general, administrative and other expenses in the consolidated statements of income (loss).

Intangibles and Goodwill

The Company’s finite-lived intangible assets consist of acquired contractual rights to earn future management and advisory fee income and client relationships.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 8 to 10 years.

Finite-lived intangible assets are amortized over their estimated useful lives, which is 10 years.

The Company did not have any intangible assets that were deemed to have an indefinite life as of March 31, 2026.

93 unchanged sentences

Expense for cash-based incentive awards granted to employees is recognized and adjusted to fair value over the vesting period to track the performance for one of the Company’s designated investment funds.

For the year ended March 31, 2025, the Company granted cash-based incentive awards valued at $ 2.0 million to employees of the Company which vest over four years in equal installments subject to continued service through the vesting date.

The Company recognized $ 42 thousand of expense related to cash-based incentive awards for the year ended March 31, 2025.

There were no cash-based incentive awards granted prior to fiscal 2025.

During fiscal 2025, the Company adopted the StepStone Group LP Evergreen Fund Incentive Plan, under which grants of share unit (“Evergreen Fund Units”) awards entitle the holder to receive shares of one of the Company’s evergreen investment funds, or the cash value thereof, following vesting.

The Evergreen Fund Units are accounted for as cash-based incentive awards.

During the years ended March 31, 2026 and 2025, the Company granted Evergreen Fund Unit awards valued at $ 0.7 million and $ 2.0 million, respectively, to certain employees of the Company which vest over four years in equal installments subject to continued service through the vesting date.

The Company recognized $ 0.6 million and $ 42 thousand of expense related to cash-based incentive awards for the years ended March 31, 2026 and 2025, respectively.

There was no expense recognized related to cash-based incentive awards for the year ended March 31, 2024.

The Company sponsors a nonqualified deferred cash compensation plan under which eligible employees elect to defer a portion of their cash-based compensation to be payable at a future date.

The deferred compensation liability is remeasured at fair value at each reporting date.

Changes in the fair value of the liability are recognized in cash-based compensation in the consolidated statements of income (loss) and presented within accrued compensation and benefits within the consolidated balance sheets.

The Company recognized $ 0.1 million of expense related to changes in the fair value of the deferred compensation liability for the year ended March 31, 2026.

There was no expense recognized for the years ended March 31, 2025 and 2024.

The plan represents a general unsecured obligation of the Company.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Equity-based compensation represents grants of equity-based awards or arrangements to certain employees and directors.

1 unchanged sentence

The Company recognizes 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).

3 unchanged sentences

Equity-based compensation cost for the employee stock purchase plan (“ESPP”) is measured as the discount the employee receives upon purchase of shares and the option value of a share when the offering contains a look-back option feature.

See note 10 for additional information regarding the Company’s accounting for equity-based awards.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

See note 10 for additional information regarding the Company’s accounting for equity-based awards, including liability classified awards.

Performance fee-related compensation represents the portion of carried interest allocation revenue and incentive fees that have been awarded to employees as a form of long-term incentive compensation.

15 unchanged sentences

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 the Company’s business.

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

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

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Other Income (Expense)

6 unchanged sentences

Investment income excludes carried interest allocations, which are presented as revenues as described above.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Legacy Greenspring investment income (loss) represents the share of earnings (losses) from the investments the Company makes in certain legacy Greenspring funds through the legacy Greenspring general partner entities.

4 unchanged sentences

Interest income consists of income earned on cash, 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.

14 unchanged sentences

federal and state income taxes on income in the Partnership or its subsidiaries, except for certain local and foreign income taxes discussed above.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Taxes are accounted for using the asset and liability method of accounting.

8 unchanged sentences

This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The Company is subject to the provisions of ASC Subtopic 740-10, Accounting for Uncertainty in Income Taxes .

13 unchanged sentences

See note 14 for more information.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Accumulated Other Comprehensive Income

5 unchanged sentences

Accumulated other comprehensive income

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

$ 1,143 $ 728

The Company operates as one business, a fully-integrated private markets solution provider.

15 unchanged sentences

ASUs issued during the current period not listed below were assessed and determined to either be not applicable to the Company, or not expected to have a material impact on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which amends current guidance for reportable segment disclosure requirements.

The updated disclosure requirements include:

(1) reporting of segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, (2) reporting of an amount for other segment items by reportable segment and a description of its composition, (3) reporting in interim periods of all annual disclosures about a reportable segment’s profit or loss and assets as currently required by Topic 280, (4) reporting of one or more additional measures of segment profit or loss if used by the CODM in assessing segment performance and determining allocation of resources, (5) reporting of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss, and (6) the requirement for single reportable segment entities to provide all required disclosures in Topic 280 for annual and interim periods.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this guidance on April 1, 2024.

See note 17 for further information on segment reporting.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

In November 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which amends current guidance to provide expanded disclosure for the rate reconciliation with information about specific categories and reconciling items that meet a specific threshold, and to provide additional information about income taxes paid disaggregated by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company does not expect the adoption of this guidance to have a material effect on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements related to the effective tax rate reconciliation and cash taxes paid.

The amendments are effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this guidance on April 1, 2025 on a prospective basis.

The adoption did not have a significant impact on the consolidated financial statements other than expanded disclosure requirements.

See note 11 for further information on income taxes.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

The Company is currently evaluating the impact on the consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which amends current guidance to improve how entities determine the accounting acquirer in business combinations involving a VIE, particularly when the transaction is primarily executed though the exchange of equity interests.

It aligns the criteria for determining the acquirer for accounting purposes in transactions in which the acquiree is a VIE with those used in other acquisition transactions.

The amendments are effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company does not expect the adoption of this guidance to have a material effect on the consolidated financial statements.

The following presents revenues disaggregated by product offering, which aligns with the Company’s performance obligations and the basis for calculating each amount:

14 unchanged sentences

Total incentive fees $ 220,133 $ 32,275 $ 25,339

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Year Ended March 31,

3 unchanged sentences

Total carried interest allocations $ 708,294 $ 301,200 $ 176,309

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Year Ended March 31,

7 unchanged sentences

See note 5 for a discussion of changes in carried interest allocations and legacy Greenspring carried interest allocations.

For the year ended March 31, 2026, the increase in incentive fees was primarily driven by higher incentive fees generated by StepStone’s Private Venture and Growth Fund due to strong returns in the 2025 calendar year and a higher asset base.

The Company derives revenues from clients located in both the United States and other countries.

4 unchanged sentences

countries 921,857 653,594 520,258

Total revenues $ 1,993,603 $ 1,174,830 $ 711,631

_______________________________

1 unchanged sentence

For the years ended March 31, 2026, 2025 and 2024, no individual client represented 10% or more of the Company’s net management and advisory fees.

For the years ended March 31, 2025 and 2024, the Company had management and advisory fee revenues attributable to the United States and Cayman Islands, each of which represented 10% or more of the Company’s net management and advisory fees.

For the year ended March 31, 2023, the Company had management and advisory fee revenues attributable to the United States, which represented 10% or more of the Company’s net management and advisory fees.

As of March 31, 2025 and 2024, the Company had $ 26.8 million and $ 31.0 million, respectively, of deferred revenues, which is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

During the year ended March 31, 2025, the Company had recognized $ 3.2 million as revenue from amounts included in the deferred revenue balance as of March 31, 2024.

For the year ended March 31, 2026, two commingled funds each represented 10% or more of the Company’s incentive fees.

For the year ended March 31, 2025, one commingled fund represented 10% or more of the Company’s incentive fees.

For the year ended March 31, 2024, two SMAs and one commingled fund represented 10% or more of the Company’s incentive fees.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

For the year ended March 31, 2026, the Company had management and advisory fee revenues attributable to the United States, which represented 10% or more of the Company’s net management and advisory fees.

The Company had incentive fees attributable to the United States and Luxembourg, each of which represented 10% or more of the Company’s incentive fees.

For the year ended March 31, 2025, the Company had incentive fees attributable to the United States, which represented 10% or more of the Company’s incentive fees.

For the year ended March 31, 2024, the Company had incentive fees attributable to Australia, the United States and Switzerland, each of which represented 10% or more of the Company’s incentive fees.

As of March 31, 2026 and 2025, the Company had $ 23.8 million and $ 26.8 million, respectively, of deferred revenues, which is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

During the year ended March 31, 2026, the Company had recognized $ 4.5 million as revenue from amounts included in the deferred revenue balance as of March 31, 2025.

Variable Interest Entities

1 unchanged sentence

The Company consolidates certain VIEs for which it is the primary beneficiary.

Such VIEs consist of certain operating entities not wholly-owned by the Company (e.g., SPD, SRA and SRE), SPW, legacy Greenspring general partner entities and certain StepStone Funds.

Such VIEs consist of certain operating entities not wholly-owned by the Company (e.g., SPD, SRA and SRE), SPW, legacy Greenspring general partner entities and certain StepStone Funds, including a collateralized financing entity (“CFE”) vehicle.

See note 2 for more information on the Company’s accounting policies related to the consolidation of VIEs.

6 unchanged sentences

The Company holds variable interests in the form of direct equity interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary.

The Company’s maximum exposure to loss is limited to the potential loss of assets recognized by the Company relating to these unconsolidated entities.

The Company’s maximum exposure to loss is limited to the potential loss of assets recognized by the Company relating to these unconsolidated entities, as well as unfunded capital commitments to the StepStone Funds.

For StepStone Funds in which the Company serves as general partner, the Company may have an obligation to make additional capital contributions.

See note 15 for further information about the Company’s unfunded capital commitments to the StepStone Funds.

The carrying value of the assets and liabilities recognized in the consolidated balance sheets with respect to the Company’s interests in VIEs that were not consolidated is set forth below:

6 unchanged sentences

Maximum exposure to loss $ 242,973 $ 197,567

The Company’s investments consist of equity method investments primarily related to (i) investments in the StepStone Funds for which it serves as general partner or managing member but does not have a controlling financial interest and (ii) investments of Consolidated Funds.

The Company’s equity interest in its equity method investments in the StepStone Funds typically does not exceed 1 % in each fund.

The Company’s share of the underlying net income or loss attributable to its equity interest in the funds is recorded in investment income in the consolidated statements of income.

Investment income attributable to the Consolidated Funds is recorded in investment income of Consolidated Funds.

Investment income attributable to investments in certain legacy Greenspring funds for which the Company has no direct economic interests is recorded in legacy Greenspring investment income in the consolidated statements of income.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

The Company’s equity interest in its equity method investments in the StepStone Funds typically does not exceed 1 % in each fund.

The Company’s share of the underlying net income or loss attributable to its equity interest in the funds is recorded in investment income (loss) in the consolidated statements of income (loss).

Investment income attributable to the Consolidated Funds is recorded in investment income of Consolidated Funds.

Equity Method Investments

11 unchanged sentences

(2) Reflects investments in funds of $ 133.6 million and $ 133.5 million and carried interest allocations of $ 619.2 million and $ 495.7 million as of March 31, 2026 and 2025, respectively.

The Company recognized equity method income (loss) of the following:

The Company recognized equity method income of the following:

Year Ended March 31,

1 unchanged sentence

Carried interest allocations $ 708,294 $ 301,200 $ 176,309

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

Investment income 40,819 15,096 7,452

Legacy Greenspring carried interest allocations 138,711 74,341 ( 75,157 )

Legacy Greenspring investment loss ( 1,185 ) ( 9,087 ) ( 44,075 )

Total equity method income (loss) $ 389,452 $ 99,517 $ ( 621,000 )

The increase in carried interest allocations for the year ended March 31, 2025 as compared to the year ended March 31, 2024 was primarily attributable to higher net unrealized appreciation in the fair value of certain underlying fund investments in the Company’s private equity funds.

The increase in carried interest allocations for the year ended March 31, 2024 as compared to the year ended March 31, 2023 was primarily attributable to net unrealized appreciation in the fair value of certain underlying fund investments in the Company’s private equity funds as compared to net unrealized depreciation in the prior year period.

The increase in legacy Greenspring carried interest allocations for the year ended March 31, 2025 as compared to the year ended March 31, 2024 was primarily attributable to net unrealized appreciation in the fair value of certain underlying fund investments as compared to net unrealized depreciation in the prior year period.

The increase in legacy Greenspring carried interest allocations for the year ended March 31, 2024 as compared to the year ended March 31, 2023 was primarily attributable to lower net unrealized depreciation in the fair value of certain underlying fund investments.

See note 2 for a discussion of the Company’s accounting policy for investments on a three-month lag.

As of March 31, 2025 and 2024, the Company’s investments in one and two SMAs, respectively, each individually represented 10% or more of the total accrued carried interest allocations balance, and in the aggregate represented approximately 15 % and 26 %, respectively, of the total accrued carried interest allocations balance as of those dates.

As of March 31, 2025 and 2024, the Company’s investments in three commingled funds each individually represented 10% or more of the total legacy Greenspring accrued carried interest allocations balance, and in the aggregate represented approximately 47 % and 36 %, respectively, of the total legacy Greenspring accrued carried interest allocations balances as of those dates.

Legacy Greenspring investment income (loss) 4,945 ( 1,185 ) ( 9,087 )

Total equity method income $ 892,769 $ 389,452 $ 99,517

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

The increase in carried interest allocations for the year ended March 31, 2026 as compared to the year ended March 31, 2025 was primarily attributable to higher net unrealized appreciation in the fair value of certain underlying fund investments in the Company’s private equity, infrastructure and real estate funds.

The increase in legacy Greenspring carried interest allocations for the year ended March 31, 2026 as compared to the year ended March 31, 2025 was primarily attributable to 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.

See note 2 for a discussion of the Company’s accounting policy for investments on a three-month lag.

As of March 31, 2026 and 2025, the Company’s investment in one SMA represented 10% or more of the total accrued carried interest allocations balance, and in the aggregate represented approximately 12 % and 15 %, respectively, of the total accrued carried interest allocations balance as of those dates.

As of March 31, 2026 and 2025, the Company’s investments in each of three commingled funds individually represented 10% or more of the total legacy Greenspring accrued carried interest allocations balance, and in the aggregate represented approximately 57 % and 47 %, respectively, of the total legacy Greenspring accrued carried interest allocations balances as of those dates.

Of the total accrued carried interest allocations balance as of March 31, 2026 and 2025, $ 1,100.6 million and $ 758.0 million, respectively, were payable to affiliates and are included in accrued carried interest-related compensation in the consolidated balance sheets.

3 unchanged sentences

As a result, the Company is not required to provide separate financial statements for any of its equity method investments.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Summarized financial information for the Company’s equity method investments reflected below represents the financial position as of March 31, 2026 and 2025, and the results of operations for the years ended March 31, 2026, 2025 and 2024, which are reported on a three-month lag.

8 unchanged sentences

Expenses ( 1,304,996 ) ( 901,553 ) ( 631,707 )

Net realized and unrealized gain (loss) on investments 5,215,482 3,121,627 ( 4,966,901 )

Net realized and unrealized gain on investments 11,482,693 5,215,482 3,121,627

Income tax expense ( 5,471 ) ( 11,644 ) ( 28,979 )

Net income (loss) $ 4,516,043 $ 2,592,462 $ ( 5,310,483 )

Net income $ 10,663,446 $ 4,516,043 $ 2,592,462

Investments of Consolidated Funds

1 unchanged sentence

The activity of the Consolidated Funds is reflected within the consolidated financial statements.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Investments held by the Consolidated Funds are summarized below:

4 unchanged sentences

$ 6,395 $ 70,178 1 % 17 %

Partnership and LLC interests (cost of $ 257.0 million and $ 76.0 million as of March 31, 2025 and 2024, respectively)

Debt securities (cost of $ 108.6 million and $ 0 million as of March 31, 2026 and 2025, respectively)

92,096 — 13 % — %

Fund investments (cost of $ 488.0 million and $ 257.0 million as of March 31, 2026 and 2025, respectively)

616,844 344,833 86 % 83 %

Total investments of Consolidated Funds $ 715,335 $ 415,011 100 % 100 %

As of March 31, 2026 and 2025, no individual investment had a fair value greater than 5% of the Company’s total assets.

The following table summarizes the net realized and unrealized gains (losses) from investment activities of the Consolidated Funds:

During the year ended March 31, 2026, the Company deconsolidated an investment fund that was previously consolidated in the Company’s results as it was determined that the Company no longer held a controlling financial interest.

As the Company continues to hold significant influence over the fund, the investment is accounted for under the equity method of accounting and is classified as a related party transaction.

See note 13 for more information.

Also, during the year ended March 31, 2026, the Company consolidated four additional StepStone Funds, including a CFE that issues notes payable that are backed by diversified collateral asset portfolios consisting primarily of interests in several of the StepStone Funds.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The following table summarizes the net realized and unrealized gains from investment activities of the Consolidated Funds:

Year Ended March 31,

7 unchanged sentences

The Company measures certain assets and liabilities at fair value on a recurring basis.

The following tables provide details regarding the classification of these assets and liabilities within the fair value hierarchy as of the dates presented:

Financial Instruments of the Company

As of March 31, 2025

Level I Level II Level III Total

Contingent consideration obligation

$ — $ — $ — $ —

Total liabilities $ — $ — $ — $ —

As of March 31, 2024

Level I Level II Level III Total

Contingent consideration obligation

$ — $ — $ 53,449 $ 53,449

Total liabilities $ — $ — $ 53,449 $ 53,449

For the financial instruments presented in the tables above, there were no changes in fair value hierarchy levels during the years ended March 31, 2025 and 2024.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

A reconciliation from the beginning balance to the closing balance of Level III financial instruments of the Company are set forth below:

Year Ended March 31,

Contingent consideration obligation 2025 2024

Balance, beginning of year:

$ 53,449 $ 36,745

Change in fair value

15,776 16,809

( 69,225 ) ( 146 )

Balance, end of year:

Changes in unrealized losses included in earnings related to financial liabilities as of reporting date

$ 15,776 $ 16,809

As of March 31, 2026 and 2025, respectively, the Company held no financial instruments within the fair value hierarchy measured at fair value on a recurring basis.

Contingent Consideration

The Company previously held a contingent consideration obligation liability that was measured at fair value on a recurring basis.

The fair value of the contingent consideration obligation was based on a discounted cash flow analysis using a probability-weighted average estimate of certain performance targets, including revenue levels.

The significant unobservable inputs required to value the contingent consideration obligation primarily related to the future expected revenues and the discount rate applied to the expected future revenues and payments of obligations.

The management fee revenue target for calendar year 2024 was achieved resulting in the full earn-out amount of $ 75.0 million, which was fully paid prior to March 31, 2025.

The management fee revenue target for calendar year 2024 was achieved resulting in the full earn-out amount of $ 75.0 million, which was fully paid during the year ended March 31, 2025.

In accordance with the contingent consideration arrangement, a portion of the contingent earn-out liability otherwise payable to the sellers included amounts paid to certain of the Company’s employees and former employees during the year ended March 31, 2025.

As a result, the contingent consideration liability was settled net of $ 5.8 million paid.

The contingent consideration obligation was included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets as of March 31, 2024.

Changes in the fair value of the liabilities are included in general, administrative and other expenses in the consolidated statements of income (loss).

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Financial Instruments of Consolidated Funds

2 unchanged sentences

Equity securities $ — $ — $ 1,800 $ 1,800

Partnership and LLC interests

Debt securities — — 92,096 92,096

Total assets measured at fair value — — 93,896 93,896

Assets measured at net asset value (1)

— — — 621,439

Total assets $ — $ — $ 93,896 $ 715,335

Debt obligations of Consolidated Funds (2)

$ — $ — $ 931,185 $ 931,185

Forward foreign currency contracts — 187 — 187

Total liabilities $ — $ 187 $ 931,185 $ 931,372

_______________________________

(1) Includes investment in funds, which are generally organized as partnership and LLC interests measured using the net asset value (“NAV”) per share equivalent calculated by the investment manager as a practical expedient in determining an independent fair value.

(2) As of March 31, 2026, the carrying value of the debt obligations of Consolidated Funds approximates fair value as the closing date of the fund and issuance of notes payable by the fund occurred near the reporting date.

As of March 31, 2025

1 unchanged sentence

Equity securities $ — $ — $ 63,664 $ 63,664

Partnership and LLC interests

Fund investments

Total assets measured at fair value — — 64,530 64,530

Assets measured at net asset value (1)

— — — 350,481

Total assets $ — $ — $ 64,530 $ 415,011

_______________________________

(1) Includes investment in funds, which are generally organized as partnership and LLC interests and equity securities measured using the NAV per share equivalent calculated by the investment manager as a practical expedient in determining an independent fair value.

For the financial instruments presented in the tables above, there were no changes in fair value hierarchy levels during the years ended March 31, 2026 and 2025.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The Company generally values its investment funds, which are generally organized as partnership and LLC interests, using the NAV per share equivalent calculated by the investment manager as a practical expedient in determining an independent fair value.

1 unchanged sentence

As of March 31, 2026 and 2025, investments with a combined fair value of $ 621.4 million and $ 350.5 million, respectively, are excluded from presentation in the fair value hierarchy as the fair value of these investments were measured at net asset value.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

As of March 31, 2026 and 2025, investments with a combined fair value of $ 93.9 million and $ 64.5 million, respectively, were classified as Level III investments.

Depending on the valuation technique, the significant unobservable input used to value these investments classified as Level III could be the enterprise value to revenue multiple or the discounts to recent transaction prices or recent round of financing.

As of March 31, 2026, the significant unobservable input used to value these investments classified as Level III investments may include the yield method or mid probable realization value for debt securities.

As of March 31, 2025, the significant unobservable inputs used to value these investments classified as Level III investments may include the enterprise value to revenue multiple or the discounts to recent transaction prices or recent round of financing.

A reconciliation from the beginning balance to the closing balance of Level III financial instruments of Consolidated Funds are set forth below:

As of March 31,

Financial Instruments of Consolidated Funds

Financial Assets of Consolidated Funds

Balance, beginning of period:

2 unchanged sentences

Transfers out of Level III — ( 4,332 )

10,808 38,369

Change in fair value

Deconsolidation of fund - Level III derecognition (1)

Initial consolidation of funds - Level III recognition (2)

Balance, end of period:

2 unchanged sentences

$ 4,441 $ 7,510

_______________________________

(1) During the year ended March 31, 2026, the Company deconsolidated an investment fund that was previously consolidated in the Company’s results as it was determined that the Company no longer held a controlling financial interest.

The related investments previously presented as Level III financial assets were derecognized due to the deconsolidation of the fund.

(2) During the year ended March 31, 2026, the Company consolidated four investment funds as it was determined that the Company held a controlling financial interest.

Certain investments held by the funds have been presented as Level III financial assets.

As of March 31,

Financial Liabilities of Consolidated Funds

Balance, beginning of period:

Borrowings (1)

Change in fair value

Balance, end of period:

$ 931,185 $ —

Changes in unrealized gains included in earnings related to financial liabilities still held at the reporting date

_______________________________

(1) During the year ended March 31, 2026, the Company consolidated a CFE vehicle that issues notes payable that are backed by diversified collateral asset portfolios consisting primarily of equity investments in several of the StepStone Funds.

The notes payable have been presented as Level III financial liabilities .

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Property and Equipment

9 unchanged sentences

Depreciation expense related to property and equipment totaled $ 4.9 million, $ 4.5 million and $ 5.2 million for the years ended March 31, 2026, 2025 and 2024, respectively, and is included in general, administrative and other expenses in the consolidated statements of income (loss).

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Intangibles and Goodwill

13 unchanged sentences

Total $ 223,044

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The carrying value of goodwill was $ 580.5 million as of March 31, 2026 and 2025.

1 unchanged sentence

Debt Obligations

Debt Obligations of the Company

The Company’s debt obligations consist of the following:

5 unchanged sentences

Total debt obligations $ 270,572 $ 269,268

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

On October 22, 2024, the Partnership issued $ 175.0 million aggregate principal amount of its 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 be 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.

3 unchanged sentences

The fair value of the Notes, which are recorded at amortized cost, is classified as a Level III valuation within the fair value hierarchy.

As of March 31, 2025, the carrying value of the Notes, net of debt issuance costs, approximated fair value.

There were no Notes outstanding as of March 31, 2024.

As of March 31, 2026 and 2025, respectively, the carrying value of the Notes, net of debt issuance costs, approximated fair value.

Revolving Credit Facility

1 unchanged sentence

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 revolving credit facility (the “Revolver”).

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

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

6 unchanged sentences

The maturity date for the Revolver is May 16, 2029.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The Revolver bears a fee on undrawn commitments equal to 0.25 % per annum if total utilization of revolving commitments is equal to or greater than 50% and 0.35 % per annum if total utilization of revolving commitments is less than 50%.

4 unchanged sentences

Debt Obligations of Consolidated Funds

The debt obligations of the Consolidated Funds consist of the following:

As of March 31,

Senior secured notes (1)

$ 736,863 $ —

Subordinated notes (2)

Total debt obligations (3)

$ 931,185 $ —

_______________________________

(1) As of March 31, 2026, the weighted-average interest rate for the senior secured notes was 7.59 %.

The senior secured notes do not require scheduled principal repayments and the entire principal amount is due at maturity in April 2041.

(2) The subordinated notes do not have contractual interest rates but instead receive the residual of cash flows from underlying investments after the priority repayment of principal and interest to the senior noteholders.

(3) As of March 31, 2026, the carrying value of the debt obligations of Consolidated Funds approximates fair value as the closing date of the fund and issuance of notes payable by the fund occurred near the reporting date.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

Debt obligations of the Consolidated Funds primarily comprise amounts due to holders of debt securities issued by a consolidated CFE.

The Company is 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.

Credit Facilities of Consolidated Funds

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

3 unchanged sentences

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.

The carrying value of the Fund Credit Facility approximates fair value, as the loan is subject to variable interest rates that adjust with changes in market rates and market conditions and the current interest rate approximates that which would be available under similar financial arrangements.

In March 2026, the Company’s 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.

StepStone Group Inc.

23 unchanged sentences

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 of the 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, the Company was in compliance with the covenants under its various debt agreements.

Equity-Based Compensation

2020 Long-Term Incentive Plan

The Company has adopted its 2020 Long-Term Incentive Plan (“LTIP”), which allows for the granting of stock options, stock appreciation rights, restricted stock awards, RSUs and performance stock awards to employees, directors and consultants.

As of March 31, 2025, there were 28,103,332 shares of Class A common stock available to grant under the LTIP.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

Equity-Based Compensation

2020 Long-Term Incentive Plan

As of March 31, 2026, there were 33,350,662 shares of Class A common stock available to grant under the LTIP.

Restricted Stock Units

13 unchanged sentences

Performance-Based Restricted Stock Units

In March 2025, the Company granted PRSUs to certain employees that are subject to both performance-based and service-based vesting conditions.

The Company grants PRSUs to certain employees that are subject to both performance-based and service-based vesting conditions.

The vesting of the awards is subject to achievement of an annual income contribution target for any fiscal year within a five-year performance period and continued employment through the date the performance target is certified at the end of the fiscal year in which the target is achieved.

2 unchanged sentences

Compensation cost is recognized over the requisite service period if it is probable that the performance condition will be satisfied.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The change in unvested PRSUs is as follows:

2 unchanged sentences

Granted 10,804 $ 57.85

Vested ( 2,161 ) $ ( 57.85 )

Forfeited — $ —

Balance as of March 31, 2026 78,513 $ 54.13

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The weighted-average grant-date fair value of PRSUs granted during the years ended March 31, 2026 and 2025 was $ 57.85 and $ 53.67 , respectively.

No PRSUs were granted during the year ended March 31, 2024.

The total fair value as of the respective vesting dates of PRSUs vested during the year ended March 31, 2026 was $ 0.1 million.

No PRSUs vested during the years ended March 31, 2025 and 2024, respectively.

Unvested Partnership Units

6 unchanged sentences

Prior to vesting, holders of Class B2 units did not have the right to receive any distributions from the Partnership, other than tax-related distributions.

The Class B2 Interests are classified as equity-based awards, and the associated equity-based compensation expense is recognized on a straight-line basis over the vesting period, with a corresponding increase to stockholders’ equity in the Company’s consolidated balance sheets.

The Class B2 Interests were classified as equity-based awards, and the associated equity-based compensation expense was recognized on a straight-line basis over the vesting period, with a corresponding increase to stockholders’ equity in the Company’s consolidated balance sheets.

In June 2024, 2,566,566 outstanding Class B2 units fully vested and were automatically converted into Class B units and all unitholders were entitled to purchase from the Company one share of Class B common stock for each Class B unit at its par value.

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The call or put price will be payable in cash unless the Company elects to pay a portion of the consideration in units of the Partnership, each to be exchangeable into shares of the Company’s Class A common stock, and, in either case, rights under one or more tax receivable agreements.

The Company accounted for the profits interest and option agreement as a single unit of account as a liability classified equity-based award.

There are no vesting provisions or service requirements related to the award.

In determining the fair value of the liability classified awards, the Company considers an income approach using a discounted cash flow analysis, a market approach using observable inputs from similar or comparable transactions in the market and the contractual redemption price.

The assumptions used in the analysis are inherently subjective;

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

The significant unobservable inputs required to value the liability classified awards primarily relate to future projected earnings of SPW and the contractual transaction price, which include a discount rate applied of 34 % as of March 31, 2025.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

The Company accounted for the profits interest and option agreement as a single unit of account as a liability classified equity-based award.

There are no vesting provisions or service requirements related to the award.

As of March 31, 2026, the fair value of the liability classified awards was based on the contractual redemption price.

The contractual redemption price is calculated based on the adjusted net income of SPW multiplied by an adjusted trading multiple for the Company’s Class A common stock, and then increased or reduced for certain other specified items.

As of March 31, 2025, the fair value of the liability classified awards was based on an income approach using a discounted cash flow analysis, a market approach using observable inputs from similar or comparable transactions in the market and the contractual redemption price.

A third-party valuation specialist assisted the Company with the fair value estimate for the awards.

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.

The significant unobservable inputs required to value the liability classified awards primarily relate to future projected earnings of SPW, a discount rate and an adjusted trading multiple.

The Company applied a discount rate of 27 % and 34 % as of March 31, 2026 and 2025, respectively, and an adjusted trading multiple of 14.7 x and 20.0 x as of March 31, 2026 and 2025, respectively.

For the years ended March 31, 2026, 2025 and 2024, the Company recognized $ 1,720.9 million, $ 651.8 million and $ 22.9 million, respectively, of expense related to liability classified awards within equity-based compensation expense in the consolidated statements of income (loss).

For the years ended March 31, 2025 and 2024, the Company paid $ 16.2 million and $ 3.1 million, respectively, related to the settlement of liability classified awards.

For the year ended March 31, 2023, no amounts were paid related to the settlement of liability classified awards.

For the years ended March 31, 2026, 2025 and 2024, the Company paid $ 118.8 million, $ 16.2 million, and $ 3.1 million, respectively, related to the settlement of liability classified awards.

As of March 31, 2026 and 2025, the Company 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.

1 unchanged sentence

The Company has an ESPP under which eligible employees may purchase shares of Class A common stock of the Company at six-month period intervals for 85 % of the lower of the fair market value on either the first or last trading day of the offering period.

The offering periods run from April 1 to September 30, and October 1 to March 31 each year.

Each eligible employee may purchase up to five thousand dollars worth of shares each six-month offering period, limited to a maximum of 1,000 shares.

For the year ended March 31, 2025, 69,807 shares were purchased under the ESPP.

There were no shares purchased under the ESPP during the years ended March 31, 2024 and 2023 as the ESPP had not yet commenced.

During the years ended March 31, 2026 and 2025, 85,764 shares and 69,807 shares, respectively, were purchased under the ESPP.

There were no shares purchased under the ESPP during the year ended March 31, 2024 as the ESPP had not yet commenced.

As of March 31, 2026, the Company has 2,044,429 shares of Class A common stock reserved for future issuances under the ESPP.

Grants of Limited Partnership Interests

In November 2022, one of the Company’s non-wholly owned subsidiaries issued new partnership interests to certain employees with a grant date fair value of $ 6.1 million, vesting over six years .

The issuance did not impact the Company’s fully diluted interest in the subsidiary.

As of March 31, 2026, $ 66.3 million of unrecognized non-cash compensation expense in respect of equity-based awards remained to be recognized over a weighted-average period of approximately 3.3 years.

22 unchanged sentences

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate is as follows:

federal statutory income tax rate to the Company’s effective income tax rate for the year ended March 31, 2026, subsequent to the adoption of ASU 2023-09, is as follows:

Year Ended March 31, 2026

Amount Percentage

federal statutory income tax rate $ ( 187,146 ) 21.0 %

State and local taxes, net of federal tax benefit (1)

( 13,563 ) 1.5

Foreign tax effects

Other 11,964 ( 1.4 )

Effects of cross-border tax laws 2,032 ( 0.2 )

Changes in valuation allowances 1,608 ( 0.2 )

Non-taxable or non-deductible items ( 5,851 ) 0.7

Income passed through to limited partners 43,568 ( 4.9 )

Other ( 505 ) 0.1

Effective income tax rate $ ( 147,893 ) 16.6 %

_______________________________

(1) State taxes in California and New York City comprised the majority (greater than 50%) of the tax effect in this category.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate for the years ended March 31, 2025 and 2024, respectively, prior to the adoption of ASU 2023-09, and as previously disclosed in prior years, is as follows:

Year Ended March 31,

Federal tax at statutory rate 21.0 % 21.0 %

7 unchanged sentences

Effective tax rate 22.2 % 14.1 %

Upon adoption of ASU 2023-09, cash paid for income taxes, net of refunds, during the year ended March 31, 2026 is as follows:

Year Ended March 31, 2026

federal $ 26,218

state and local

New York City 2,350

Australia 2,993

Switzerland 3,892

Other countries 5,286

Total cash paid for income taxes, net of refunds $ 42,323

The Company’s effective tax rate is dependent on many factors, including the estimated amount of income subject to tax.

Consequently, the effective tax rate can vary from period to period.

The Company’s overall effective tax rate in fiscal 2026 is less than the statutory rate.

This is 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.

The Company’s overall effective tax rate in fiscal 2025 differs from the statutory rate primarily because of the impact of nondeductible items.

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

The Company’s overall effective tax rate in fiscal 2024 is less than the statutory rate primarily because a portion of income is allocated to non-controlling interests, as the tax liability on such income is borne by the holders of such non-controlling interests.

The Company continues to monitor and evaluate legislative developments related to the proposed Global Anti-Base Erosion (“GloBE”) Model Rules established under the Organization for Economic Co-operation and Development’s Pillar Two framework.

Several countries where the Company operates have adopted GloBE into legislation, and additional countries are anticipated to adopt these rules in the future.

To date, these legislative changes have not had a material impact on the Company’s effective tax rate.

StepStone Group Inc.

12 unchanged sentences

Net deferred tax assets $ 614,271 $ 382,466

In accordance with the Transaction Agreements outlined in note 14, the Company remeasured the non-controlling interests in its subsidiaries to the redemption value.

This adjustment had a significant impact on the Company’s share of the Partnership’s book equity, resulting in an increase in deferred tax assets recorded through equity for the year ended March 31, 2025.

Each contemplated exchange is expected to lead to a corresponding decrease in deferred tax assets, also recorded through equity.

In connection with the Transaction Agreements, the Company recorded an $ 11.3 million decrease in deferred tax assets during fiscal 2025 as a result of the 2024 Exchange (as defined below).

Under the profits interest and option agreement related to SPW, the Company recognized an expense for liability classified awards within equity-based compensation expense in the consolidated statements of income (loss) for the year ended March 31, 2025.

This expense is not currently deductible for tax purposes, resulting in a temporary difference that increased the Company’s deferred tax asset by $ 90.4 million as of March 31, 2025.

As of March 31, 2026, the Company had U.S.

federal tax credit carryforwards of $ 3.8 million.

The federal tax credit carryforwards will expire at various dates beginning in 2032.

In accordance with the Transaction Agreements outlined in note 14, the Company recorded a reallocation adjustment among SSG stockholders' equity, non-controlling interests in the Partnership, and non-controlling interests in subsidiaries.

As a result of the 2025 Exchange (as defined in note 14), the Company recorded a $ 10.6 million decrease in deferred tax assets recorded through equity for the year ended March 31, 2026.

During the years ended March 31, 2026 and 2025, the Company recognized an expense within equity-based compensation expense in the consolidated statements of income (loss) to remeasure the profits interests issued in SPW which are accounted for as liability classified awards.

This expense is not currently deductible for tax purposes, resulting in a temporary difference that increased the Company’s deferred tax asset by $ 232.6 million and $ 90.4 million during the years ended March 31, 2026 and 2025, respectively.

See note 10 for more information.

In connection with the exchanges of Class B, Class C and Class D units of the Partnership for Class A common stock by certain limited partners of the Partnership during fiscal 2025, the Company recorded an overall increase to deferred tax assets for the fiscal year ended March 31, 2025 of $ 136.3 million, and an increase in the valuation allowance of $ 3.3 million.

In connection with the exchanges of Class B, Class C and Class D units of the Partnership for Class A common stock by certain limited partners of the Partnership during fiscal 2026, the Company recorded an overall increase to the deferred tax assets for the year ended March 31, 2026 of $ 52.5 million, and an increase in the valuation allowance of $ 8.1 million.

Additionally, the Company recorded a corresponding Tax Receivable Agreements liability of $ 43.0 million, representing 85 % of the incremental net cash tax savings for the Company as a result of these exchanges.

1 unchanged sentence

As of March 31, 2026, the Company’s total Tax Receivable Agreements liability was $ 344.2 million.

See note 13 for more information.

See note 13 for more information on the Tax Receivable Agreements.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax assets may not be realized.

7 unchanged sentences

Balance at March 31, 2024 $ 13,596

Income tax decrease ( 1,210 )

Income tax increase 3,900

Equity increase 6,439

Balance at March 31, 2025 23,935

Income tax increase 3,900

Income tax decrease ( 150 )

Equity increase 8,051

Balance at March 31, 2026 $ 31,836

As of March 31, 2025, the Company has not recorded any unrecognized tax benefits and does not expect there to be any material changes to uncertain tax positions within the next 12 months.

The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates.

3 unchanged sentences

The Company files U.S.

federal, state, local and foreign tax returns on a calendar-year basis.

federal, state, local and foreign tax returns on a calendar-year basis, with certain foreign jurisdictions filing on a fiscal-year basis.

With limited exception, returns filed prior to 2021 are no longer subject to examination by the applicable taxing authorities.

19 unchanged sentences

Assumed vesting and exchange of Class B2 units 1

— — 2,542,751

Weighted-average shares of Class A common stock outstanding – Diluted

3 unchanged sentences

Diluted $ ( 6.78 ) $ ( 2.52 ) $ 0.91

_______________________________

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

Diluted earnings per share of Class A common stock is computed by dividing net income (loss) attributable to SSG, giving consideration to the reallocation of net income between holders of Class A common stock and non-controlling interests, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, if any.

1 unchanged sentence

As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included.

The calculation of diluted earnings per share excludes 39,656,954 Class B units, 965,761 Class C units and 1,365,065 Class D units of the Partnership outstanding as of March 31, 2025, 45,030,959 Class B units and 1,852,212 Class C units of the Partnership outstanding as of March 31, 2024, and 46,420,141 Class B units and 2,514,085 Class C units of the Partnership outstanding as of March 31, 2023, which are exchangeable into Class A common stock under the if-converted method, as the inclusion of such shares would be anti-dilutive.

The calculation of diluted earnings per share excludes 69,870 PRSUs outstanding as of March 31, 2025 as the related performance target has not been met as of March 31, 2025.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

The calculation of diluted earnings per share excludes 38,637,761 Class B units, 931,103 Class C units and 1,917,870 Class D units of the Partnership outstanding as of March 31, 2026, 39,656,954 Class B units, 965,761 Class C units and 1,365,065 Class D units of the Partnership outstanding as of March 31, 2025, and 45,030,959 Class B units and 1,852,212 Class C units of the Partnership outstanding as of March 31, 2024, which are exchangeable into Class A common stock under the if-converted method, as the inclusion of such shares would be anti-dilutive.

The calculation of diluted earnings per share excludes 78,513 PRSUs outstanding as of March 31, 2026 as the related performance targets have not been met as of March 31, 2026.

As the Company was in a net loss position for the year ended March 31, 2026, the calculation of diluted earnings per share excludes potential shares of Class A common stock for 1,377,185 outstanding RSUs, as the inclusion of such shares would be anti-dilutive.

As the Company was in a net loss position for the year ended March 31, 2023, the calculation of diluted earnings per share excludes potential shares of Class A common stock for 1,775,732 outstanding RSUs, 2,566,566 Class B2 units and 23,417 Class B units issuable pursuant to anti-dilution rights in connection with the vesting of Class B2 units that are convertible into Class A common stock under the if-converted method, as the inclusion of such shares would be anti-dilutive.

As the Company was in a net loss position for the year ended March 31, 2025, the calculation of diluted earnings per share excludes potential shares of Class A common stock for 1,024,007 outstanding RSUs, as the inclusion of such shares would be anti-dilutive.

Related Party Transactions

11 unchanged sentences

Total due from affiliates $ 113,150 $ 92,723

Due to affiliates in the consolidated balance sheets consists primarily of amounts payable to certain non-controlling interest holders in connection with the Tax Receivable Agreements, amounts payable to the StepStone Funds and distributions payable to certain employee equity holders of consolidated subsidiaries, as set forth below.

Due to affiliates in the consolidated balance sheets consists primarily of amounts payable to certain non-controlling interest holders in connection with the Tax Receivable Agreements, amounts payable to the StepStone Funds and amounts due to employee equity holders of consolidated subsidiaries, as set forth below.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

As of March 31,

1 unchanged sentence

Amounts payable to StepStone Funds 18,623 18,072

Distributions payable to certain employee equity holders of consolidated subsidiaries — 233

Total due to affiliates $ 362,833 $ 331,821

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The Company made payments of $ 12.6 million, $ 9.8 million and $ 10.3 million during the years ended March 31, 2026, 2025 and 2024, respectively, under the Tax Receivable Agreements.

Stockholders’ Equity and Redeemable Interests

Stockholders’ Equity and Redeemable Non-Controlling Interests

Stockholders’ Equity

12 unchanged sentences

Class A common stock issued in exchange for Class D Partnership units 1,892,506 —

Class A common stock issued for vesting of RSUs, net of shares withheld for employee taxes 811,503 —

Class A common stock issued for vesting of equity-based awards, net of shares withheld for taxes 348,502 —

Class A common stock issued for purchase of asset class non-controlling interests 756,105 —

Class A common stock issued under ESPP 85,764 —

Class B common stock purchased at par value in connection with vesting of Class B2 units (1)

Class A common stock repurchased and retired ( 194,574 ) —

March 31, 2026 80,703,553 38,637,761

_______________________________

(1) Includes 23,417 Class B units issued pursuant to anti-dilution rights in connection with the vesting of Class B2 units.

The Company has 25,000,000 authorized shares of preferred stock, par value of $ 0.001 per share, and as of March 31, 2026, no shares of preferred stock were issued or outstanding.

The Company records a reallocation adjustment between SSG stockholders’ equity, non-controlling interests in the Partnership and non-controlling interests in subsidiaries to reflect the impact of changes in economic ownership percentages during the period and adjust previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

In March 2026, the Company issued 379,955 shares of Class A common stock to certain limited partners of the Partnership in exchange for 379,955 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 Class A common stock of the Company 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 the Company.

The Company 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 the Company.

In December 2025, the Company 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.

The Company 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 the Company.

The Company 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 the Company.

2 unchanged sentences

The Company 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 the Company.

Also in September 2024, the Company 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.

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

The Company 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 the Company.

In June 2025, the Company 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 the Class B Exchange Agreement.

1 unchanged sentence

The Company 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 the Company.

The Company 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 the Company.

StepStone Group Inc.

1 unchanged sentence

(in thousands, except share and per share amounts and where noted)

Stock Repurchase Program

On March 9, 2026, the Company’s board of directors authorized a stock repurchase program of up to $ 100.0 million of the Company’s Class A common stock and Class A units of the Partnership, 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 the Company in order to maintain the one -to-one ratio between outstanding shares of Class A common stock and Class A units.

The following table presents information about Class A common stock repurchased on the open market:

Year Ended March 31,

(in thousands, except share and per share amounts) 2026 2025 2024

Shares of Class A common stock repurchased 194,574 — —

Average price paid per share $ 44.77 $ — $ —

Total cost $ 8,711 $ — $ —

As of March 31, 2026, the amount remaining available for repurchases was $ 91.3 million.

Purchase of Asset Class Non-Controlling Interests

1 unchanged sentence

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 the Company’s Class A common stock, in the case of SPD and (ii) cash (at the discretion of the Company for all exchanges except the initial exchange), in up to ten annual exchanges (increased to up to fifteen annual exchanges in certain circumstances in 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 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 the Company’s Class A common stock, in the case of SPD and (ii) cash (at the discretion of the Company for all exchanges except the initial exchange), in up to ten annual exchanges (increased to up to fifteen annual exchanges in certain circumstances in case of the sellers of SRA equity interests).

The Transaction Agreements allow for issuance of up to 75 million shares as consideration for settlement of the transaction.

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 the Company’s Class A common stock relative to the Company’s 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.

Therefore, the non-controlling interests subject to the Transaction Agreements are not mandatorily redeemable as of March 31, 2025.

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 the Company’s Class A common stock with respect to the Company’s 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.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

On the effective date of the Transaction Agreements, the Company reclassified the carrying value of the non-controlling interests in the Asset Class Entities from permanent equity to redeemable equity and remeasured the non-controlling interests at their redemption value as potential cash settlement could not be attributable to any individual non-controlling interest unit and the Company determined that redemption of the equity instruments was probable.

7 unchanged sentences

There was no change in the Company’s economic interest in SPD as a result of the transaction.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

On May 31, 2024, the Company 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.

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 the Company in the 2024 Exchange was approximately (i) $ 13 million in cash, (ii) 513,394 shares of the Company’s Class A common stock and (iii) 2,239,185 Class D units of the Partnership.

2 unchanged sentences

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.

On May 30, 2025, the Company 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.

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 the Company in the 2025 Exchange was approximately (i) $ 10 million in cash, (ii) 756,105 shares of the Company’s Class A common stock and (iii) 2,438,403 Class D units of the Partnership.

StepStone Group Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts and where noted)

The Company accounts for adjustments to the redemption value of a redeemable equity instrument that is currently redeemable by adjusting the carrying value of the equity instrument to the maximum redemption value at each reporting period based on conditions that exist as of the reporting date.

13 unchanged sentences

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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Net income 65,988 53,731

Deconsolidation of consolidated fund ( 607,291 ) —

Ending balance $ 186,236 $ 377,897

5 unchanged sentences

Beginning balance $ 6,327 $ 115,920

Reclassification from permanent equity at redemption value — 1,086,492

Net income 2,450 758

Reclassification to permanent equity — ( 976,354 )

Redemption of redeemable non-controlling interests — ( 110,351 )

6 unchanged sentences

Lease Commitments

The Company leases offices in 28 cities in North America, South America, Europe, Asia and Australia, and certain equipment subject to operating lease agreements expiring through 2039, some of which may include options to extend or terminate the lease.

The Company leases offices in 31 cities in North America, South America, Europe, Middle East, Asia and Australia, and certain equipment subject to operating lease agreements expiring through 2039, some of which may include options to extend or terminate the lease.

As of March 31, 2026, there were no finance leases outstanding.

In May 2025, the Company executed an agreement to lease an additional floor for its New York office.

The Company expects to gain access to the office space during the fiscal year ending March 31, 2027.

At that time, the Company will establish a ROU asset and lease liability for the new lease.

Upon lease commencement, total future lease payments are expected to be approximately $ 59 million over approximately 15 years.

The components of lease expense included in general, administrative and other expenses in the consolidated statements of income (loss) were as follows:

8 unchanged sentences

(1) Operating lease cost includes an immaterial amount of short-term leases.

(2) Includes a gain of $ 0.1 million and $ 2.7 million for the years ended March 31, 2024 and 2023, respectively, related to lease remeasurement adjustments due to a reduction in lease terms.

StepStone Group Inc.

21 unchanged sentences

The $ 110.0 million and $ 125.0 million of unfunded commitments as of March 31, 2026 and 2025, respectively, exclude $ 28.3 million and $ 47.8 million, respectively, related to commitments held by general partner entities for certain funds in which the Company does not hold any direct economic interests, including the legacy Greenspring funds.

As of March 31, 2026 and 2025, the Consolidated Funds had unfunded capital commitments to funds of $ 2,401.1 million and $ 0 million, respectively.

Carried Interest Allocations

40 unchanged sentences

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 8. Financial Statements and Supplementary Data