8 unchanged sentences
These portfolios utilize several types of synergistic investment strategies with third-party fund managers, including commitments to funds (“primaries”), acquiring stakes in existing funds on the secondary market (“secondaries”) and investing directly into companies (“co-investments”).
−Removed: As of March 31, 2024, we were responsible for approximately $678 billion of total capital, including $157 billion of assets under management (“AUM”) and $521 billion of assets under advisement (“AUA”).
+Added: As of March 31, 2025, we were responsible for approximately $709 billion of total capital, including $189 billion of AUM and $520 billion of AUA.
We are a global firm and believe that our multi-asset class expertise, local knowledge, business relationships, proprietary data and technology, and presence are all critical to securing a competitive edge in the private markets.
2 unchanged sentences
Since our inception in 2007, we have invested and continue to invest heavily in our platforms to drive growth and expand our investment solutions capabilities and service offerings, including through opportunistic transactions that have helped accelerate the growth of our team and capabilities.
−Removed: As of March 31, 2024, we had 990 total employees, including 335 investment professionals and 655 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.
+Added: As of March 31, 2025, we had approximately 1,130 total employees, including over 375 investment professionals and approximately 750 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.
We have a flexible business model whereby many of our clients engage us for solutions across multiple asset classes and investment strategies.
18 unchanged sentences
Mandates for portfolio analytics and reporting services typically include licensed access to our proprietary performance monitoring software, SPI Reporting.
−Removed: SPI Reporting tracked detailed information on over $685 billion of client commitments as of March 31, 2024, inclusive of our total capital responsibility, previously exited investments and investments of former clients.
−Removed: We generate revenues from management and advisory fees and performance fees earned pursuant to contractual arrangements with our funds and our clients.
+Added: We provided portfolio analytics and reporting on nearly $780 billion of client commitments through SPI Reporting as of March 31, 2025.
+Added: We generate revenues from management and advisory fees and performance fees earned pursuant to contractual arrangements with the StepStone Funds and our clients.
We also invest our own capital in the StepStone Funds we manage to align our interests with those of our clients.
1 unchanged sentence
Trends Affecting Our Business
−Removed: Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions.
−Removed: Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of the StepStone Funds’ holdings and the ability to source attractive investments and completely utilize the capital that we have raised.
+Added: Our business is affected by a variety of factors, including conditions in the financial markets, regulatory environment, and economic and political conditions.
+Added: Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of the StepStone Funds’ holdings, our ability to source attractive investments and completely utilize the capital that we have raised, and result in increased compliance costs and administrative burdens.
However, we believe our disciplined investment philosophy across our diversified investment strategies has historically contributed to the stability of our performance throughout market cycles.
21 unchanged sentences
Current Events
−Removed: In 2023, signs of slowing inflation coupled with a strong labor market contributed to a rebound in financial markets despite banking system volatility as recession fears receded in anticipation that interest rates may not rise as much as previously expected.
−Removed: In calendar 2023 and through the first quarter of 2024, most financial markets posted positive returns, despite inflation remaining elevated and ongoing concerns of a sustained period of higher interest rates, slowing economic growth and moderated job gains.
−Removed: We are continuing to closely monitor developments related to inflation, rising interest rates, the ongoing Russia-Ukraine conflict, banking system volatility, Middle East conflicts and the geopolitical responses thereto, and to assess the impact on financial markets and on our business.
+Added: 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.
+Added: 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.
+Added: In 2025, financial markets experienced significant volatility largely in response to the uncertainty of the economic impact from U.S.
+Added: trade policy developments including announcement of the implementation of increases on tariffs charged by the U.S.
+Added: on certain imports.
+Added: economy experienced a slowdown, moving from expansion in the last quarter of 2024 to a slight contraction in the first quarter of 2025.
+Added: We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy , banking system volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, and the Middle East , and assess the impact on financial markets and on our business.
Our results and the overall industry results have been and may continue to be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which have resulted in, and may continue to result in, delayed or decreased management fees.
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Corporate Transactions
+Added: On October 22, 2024, we issued $175.0 million aggregate principal amount of our 5.52% Series A senior notes due October 22, 2029 (the “Notes”), pursuant to a note purchase agreement, dated as of October 22, 2024 (the “Note Purchase Agreement”), in a private placement exempt from registration under the Securities Act.
+Added: Interest on the Notes is payable semi-annually in arrears on April 22 and October 22 of each year, commencing on April 22, 2025.
+Added: Interest on the Notes accrues from and including October 22, 2024.
+Added: The Notes will mature on October 22, 2029.
+Added: We may, at our option, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding at a redemption price equal to 100% of the principal amount thereof plus any applicable “make-whole amount” and accrued and unpaid interest to the redemption date.
+Added: So long as no default or event of default shall have occurred and be continuing under the Note Purchase Agreement, no make-whole amount will be due if the Notes are paid on or after April 22, 2029.
Purchase of Asset Class Non-Controlling Interests
−Removed: On February 7, 2024, SSG and the Partnership entered into agreements (the “Transaction Agreements”) with SRA, SRE and SPD (the “Asset Class Entities”), their respective asset class heads as seller representatives, the seller parties signatory thereto, and certain other parties.
−Removed: The Transaction Agreements provide a path to SSG and the Partnership owning all of the outstanding equity interests of the Asset Class Entities over a defined period of time.
−Removed: 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 in the Partnership with terms substantially similar to the Partnership’s existing Class C Units, in the case of SRE and SRA, or shares of Class A common stock, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests).
+Added: On February 7, 2024, we entered into agreements (the “Transaction Agreements”) with each of SRA, SRE and SPD (the “Asset Class Entities”), their respective asset class heads as seller representatives, the seller parties signatory thereto, and certain other parties.
+Added: 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.
+Added: The Transaction Agreements provide for, among other things and subject to the terms and conditions therein, the exchange of the sellers’ equity interests in the Asset Class Entities, as applicable, for a combination of (i) newly-created Class D equity interests (“Class D units”) in the Partnership with terms substantially similar to the Partnership’s existing Class C units, in the case of SRA and SRE, or shares of Class A common stock, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests).
+Added: Each Transaction Agreement also provides that beginning after the fifth annual exchange, future exchanges may be accelerated into one final exchange in certain circumstances.
The portion of the equity interests to be acquired in each annual exchange is set forth in an exchange schedule attached to each Transaction Agreement and is approximately 5% of each Asset Class Entity on each contemplated annual exchange date.
1 unchanged sentence
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.
−Removed: Pursuant to each Transaction Agreement, and subject to receipt of required regulatory and other approvals, the consideration for the first exchange will be calculated using a reference date of April 1, 2024 (the “Initial Reference Date”) and the first exchange will be consummated promptly following the Initial Reference Date upon the satisfaction or waiver of the conditions set forth in such Transaction Agreement applicable to the first exchange, including publication of our audited financial statements for the fiscal year ending March 31, 2024.
−Removed: The Transaction Agreements also provide for up to nine subsequent annual exchanges (or up to 14 subsequent exchanges in certain circumstances in the case of SRA), in each case with a calculation reference date of April 1 and consummation promptly following satisfaction or waiver of the conditions set forth in such Transaction Agreement, including delivery of our audited financial statements.
−Removed: Each Transaction Agreement provides that beginning after the fifth annual exchange, future exchanges may be accelerated into one final exchange in certain circumstances.
−Removed: Greenspring Back Office Solutions Transaction
−Removed: On December 31, 2023, we completed the sale of 100% of the equity interests in Greenspring Back Office Solutions, LLC (“GBOS”) in exchange for a secured promissory note in the amount of $8.4 million to be received by us over approximately six years.
−Removed: GBOS was acquired by us as part of the Greenspring Acquisition and was primarily engaged in the business of providing fund administration services for a select number of third-party managed venture capital funds as well as the Company’s venture capital focused commingled funds and separately managed accounts (together, the “venture funds”).
−Removed: The GBOS team comprised approximately 40 employees as of December 31, 2023.
−Removed: GBOS was sold to a newly formed, independent entity owned by a number of former employees of GBOS, and renamed Viridis Fund Solutions, LLC (“Viridis”).
−Removed: Viridis is expected to continue to perform fund administration services for our venture funds as well as for its current and future third-party clients.
−Removed: The results of GBOS’s operations have been included in the consolidated financial statements through December 31, 2023.
+Added: On May 31, 2024, we completed the first annual exchange (the “2024 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024.
+Added: 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.
+Added: The aggregate consideration paid by us in the 2024 Exchange was approximately (i) $13 million in cash, (ii) 513,394 shares of Class A common stock and (iii) 2,239,185 Class D units of the Partnership.
+Added: In connection with the transactions contemplated by the SRA Transaction Agreement and SRE Transaction Agreement, we entered into a Class D Exchange Agreement (the “Class D Exchange Agreement”) at the closing of the 2024 Exchange on May 31, 2024.
+Added: The Class D Exchange Agreement provides, among other things, sellers under the SRA Transaction Agreement and SRE Transaction Agreement with the ability, in certain circumstances and subject to certain conditions, to exchange the Class D units issued to them in connection with the SRA Transaction Agreement and SRE Transaction Agreement on a one-for-one basis with shares of Class A common stock, par value $0.001.
+Added: 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.
+Added: We expect the second annual exchange under the Transaction Agreements to occur on or about May 31, 2025.
+Added: In connection with such exchange, we expect to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD, in exchange for cash and either Class A common stock or Class D units of the Partnership.
Private Wealth Transaction
−Removed: In November 2022, we entered into new arrangements with the SPW management team, which are intended to update the legacy SPW compensation structure to better incentivize the SPW team to grow the platform, while ensuring the platform will remain part of StepStone going forward (the “Private Wealth Transaction”).
−Removed: SPW is the platform established by us to expand access to the private markets for accredited investors.
−Removed: At the establishment of the platform, the SPW management team were provided an ability to acquire the platform from us in exchange for an amount which would have provided us a return of our initial investment plus an equity return.
−Removed: As part of the new arrangements, certain members of the SPW team received a profits interest in SPW and concurrently entered into an option agreement which provides that (i) we have the right to acquire the profits interest at the end of any fiscal quarter after June 30, 2027 in exchange for payment of a call price and (ii) the SPW management team, through an entity named CH Equity Partners, LLC, has the right to put the profits interest to us on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price.
+Added: In November 2022, we entered into arrangements with the SPW management team (the “Private Wealth Transaction”) under which certain members of the SPW team received a profits interest in SPW and concurrently entered into an option agreement which provides that (i) we have the right to acquire the profits interest at the end of any fiscal quarter after June 30, 2027 in exchange for payment of a call price and (ii) the SPW management team, through an entity named CH Equity Partners, LLC, has the right to put the profits interest to us on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price.
The applicable call or put price is, in certain circumstances, subject to an earn-out or earn-down.
The call or put price will be payable in cash unless we elect to pay a portion of the consideration in units of the Partnership, each to be exchangeable into shares of our Class A common stock, and, in either case, rights under one or more tax receivable agreements.
−Removed: Greenspring Acquisition
−Removed: On September 20, 2021, we completed the acquisition of 100% of Greenspring in exchange for (i) cash consideration of approximately $185 million, net of an agreed upon adjustment based upon Greenspring’s net working capital balance at the closing date, (ii) 12,686,756 shares of Class A common stock and (iii) 3,071,519 newly issued Class C units of the Partnership.
−Removed: The transaction agreement also included an earn-out of up to $75 million that is payable in 2025 subject to the achievement of certain management fee revenue targets for calendar year 2024.
−Removed: The acquisition of Greenspring, a venture capital platform, has expanded our private markets capabilities.
−Removed: The results of Greenspring’s operations were included in the consolidated financial statements effective September 20, 2021.
Equity Transactions
−Removed: In March 2024, we issued 1,283,584 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,283,584 Class B units in accordance with elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.
+Added: In June 2024, we issued 1,731,807 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,731,807 Class B units of the Partnership in accordance with elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.
A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
−Removed: On the same date, we also issued 109,919 shares of Class A common stock to certain limited partners of the Partnership in exchange for 109,919 Class C units in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.
+Added: On the same date, we also issued 71,766 shares of Class A common stock to certain limited partners of the Partnership in exchange for 71,766 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions.
A corresponding number of Class A units of the Partnership were issued to us.
−Removed: In September 2023, we issued 105,598 shares of Class A common stock to certain limited partners of the Partnership in exchange for 105,598 Class B units in accordance with elective exchange notices submitted pursuant to the Class B Exchange Agreement.
+Added: In September 2024, we conducted an underwritten public offering of 4,099,997 shares of Class A common stock at a public offering price of $50.00 per share.
+Added: We used all of the net proceeds from the offering, after underwriting discounts and commissions and expenses, to purchase (i) 300,000 shares of our Class A common stock from certain selling stockholders, (ii) 3,094,981 Class B units of the Partnership from certain holders thereof, including certain of our directors and executive officers, and (iii) 705,016 Class C units of the Partnership from certain holders thereof.
+Added: 3,094,981 shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and 3,799,997 Class A units of the Partnership were issued to us.
+Added: Also in September 2024, we issued 312,112 shares of Class A common stock to certain limited partners of the Partnership in exchange for 312,112 Class B units of the Partnership pursuant to the Class B Exchange Agreement.
A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
−Removed: On the same date, we also issued 551,954 shares of Class A common stock to certain limited partners of the Partnership in exchange for 551,954 Class C units in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement.
−Removed: A corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 34,027 shares of Class A common stock to certain limited partners of the Partnership in exchange for 34,027 Class C units of the Partnership pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
+Added: In December 2024, we issued 2,354,788 shares of Class A common stock to certain limited partners of the Partnership in exchange for 2,354,788 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.
+Added: A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 75,642 shares of Class A common stock to certain limited partners of the Partnership in exchange for 75,642 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 729,449 shares of Class A common stock to certain limited partners of the Partnership in exchange for 729,449 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
+Added: In March 2025, we issued 470,300 shares of Class A common stock to certain limited partners of the Partnership in exchange for 470,300 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.
+Added: A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 171,905 shares of Class A common stock to certain limited partners of the Partnership in exchange for 171,905 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
Organizational Structure
1 unchanged sentence
In its capacity as the sole managing member of the General Partner, SSG indirectly operates and controls all of the Partnership’s business and affairs.
−Removed: Therefore, we consolidate the financial results of the Partnership and report non-controlling interests (“NCI”) related to the Class B units and Class C units held by partners of the Partnership in our consolidated financial statements.
−Removed: Pursuant to the StepStone Limited Partnership Agreement, the Class B Exchange Agreement and Class C Exchange Agreement that SSG and the Partnership entered into with partners holding Class B units and Class C units of the Partnership, respectively, each Class B unit or Class C unit is exchangeable for one share of SSG’s Class A common stock or, at SSG’s election, for cash, subject to certain restrictions specified in the relevant exchange agreement.
−Removed: When a Class B unit or Class C unit is surrendered for exchange, it will not be available for reissuance.
+Added: Therefore, we consolidate the financial results of the Partnership and report non-controlling interests (“NCI”) related to the Class B units, Class C units and Class D units held by partners of the Partnership in our consolidated financial statements.
+Added: Pursuant to the StepStone Limited Partnership Agreement, the Class B Exchange Agreement, the Class C Exchange Agreement and the Class D Exchange Agreement that SSG and the Partnership entered into with partners holding Class B units, Class C units and Class D units of the Partnership, respectively, each Class B unit, Class C unit or Class D unit is exchangeable for one share of SSG’s Class A common stock or, at SSG’s election, for cash, subject to certain restrictions specified in the relevant exchange agreement.
+Added: When a Class B unit, Class C unit or Class D unit is surrendered for exchange, it will not be available for reissuance.
When a Class B unit is exchanged for a share of SSG’s Class A common stock, a corresponding share of SSG’s Class B common stock will automatically be redeemed by SSG at par value and canceled.
−Removed: There are no corresponding shares of common stock for the Class C units.
−Removed: In connection with the first exchange related to the Transaction Agreements, it is anticipated that the Partnership’s Limited Partnership Agreement will be amended to include Class D units and such Class D units will be treated similarly to Class C units.
+Added: There are no corresponding shares of common stock for the Class C and Class D units.
The diagram below illustrates our organizational structure as of March 31, 2025.
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• certain members of management, employee owners and outside investors, all of whom own Class B units and an equivalent number of shares of Class B common stock;
−Removed: • certain members of management and employees who own Class B2 units;
• certain employee owners who own Class C units;
+Added: • certain employee owners who own Class D units.
(2) Each share of Class A common stock is entitled to one vote and vote together with the Class B common stock as a single class, except as set forth in SSG’s amended and restated certificate of incorporation or as required by law.
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As of March 31, 2025 the Sunset Holders collectively maintained direct or indirect beneficial ownership of approximately 27.6% of the Class A common stock (determined assuming all outstanding Class B units have been exchanged for Class A common stock) and approximately 56.1% of the aggregate voting power of our outstanding Class A common stock and Class B common stock.
+Added: At this time, we anticipate that the Sunset will occur on September 18, 2025.
Ownership of Our Businesses
3 unchanged sentences
We use, and expect to continue to use, a combination of our equity ownership, governance rights and other contractual arrangements to control operations of these businesses.
−Removed: As described above, SSG and the Partnership have entered into agreements with each of SRE, SRA and SPD, providing a path to full ownership of these subsidiaries.
+Added: As described above, SSG and the Partnership have entered into agreements with each of SRA, SRE and SPD, providing a path to full ownership of these subsidiaries.
SSG consolidates all entities that it controls due to a majority voting interest or because it is the primary beneficiary of a variable interest entity.
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Management and Advisory Fees, Net
−Removed: Management and advisory fees, net, consist of fees received from managing SMAs and focused commingled funds, advisory, data and administrative services, and portfolio analytics and reporting.
−Removed: Management fees include income-based incentive fees, which are predictable and recurring in nature and paid quarterly based on net investment income of certain funds that are regulated as a business development company (“BDC”).
−Removed: Capital gains-based incentive fees from BDC funds are recognized as performance fees.
−Removed: There have been no capital-gains based incentive fees recognized to date.
+Added: Management and advisory fees, net, consist of fees received from managing SMAs and focused commingled funds, advisory and data services, and portfolio analytics and reporting.
+Added: Management fees include income-based incentive fees, which are predictable and recurring in nature and paid quarterly based on net investment income of certain funds .
• Management fees from SMAs are generally based on a contractual rate applied to committed capital or net invested capital.
These fees will vary over the life of the contract due to changes in the fee basis or contractual rate changes or thresholds, built-in declines in applicable contractual rates, and/or changes in net invested capital balances.
−Removed: The weighted-average management fee rate from SMAs was approximately 0.40% and 0.39% of average FEAUM in fiscal 2023 and 2024, respectively.
+Added: The weighted-average management fee rate from SMAs was approximately 0.39% of average FEAUM in fiscal 2024 and 2025, respectively.
• Management fees from focused commingled funds are generally based on a specified fee rate applied against client capital commitments during a defined investment or commitment period.
Thereafter, management fees are typically calculated based on a contractual rate applied against net invested capital, or a stepped-down fee rate applied against the initial commitment.
−Removed: The weighted-average management fee rate from focused commingled funds was approximately 0.82% and 0.93% of average FEAUM in fiscal 2023 and 2024, respectively, and primarily reflected the timing of new funds, and shifts in asset class mix.
−Removed: • The weighted-average management fee rate across SMAs and focused commingled funds was approximately 0.54% and 0.59% of average FEAUM in fiscal 2023 and 2024, respectively, and primarily reflected the timing of new funds and shifts in mix between SMAs and focused commingled funds.
−Removed: • Fee revenues from advisory, StepStone Portfolio Analytics & Reporting (“SPAR”), SPI Research or administrative services are generally annual fixed fees, which vary based on the scope of services we provide.
+Added: The weighted-average management fee rate from focused commingled funds was approximately 0.93% and 1.06% of average FEAUM in fiscal 2024 and 2025, respectively, and primarily reflected the timing of new funds and growth in our private wealth funds which earn higher fee rates.
+Added: • The weighted-average management fee rate across SMAs and focused commingled funds was approximately 0.59% and 0.65% of average FEAUM in fiscal 2024 and 2025, respectively, and primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.
+Added: • Fee revenues from advisory, StepStone Portfolio Analytics & Reporting (“SPAR”) and SPI Research are generally annual fixed fees, which vary based on the scope of services we provide.
We also provide certain project-based or event-driven advisory services.
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As of March 31, 2025 and 2024, no material amounts for potential clawback obligations had been accrued.
−Removed: Cash-based compensation primarily includes salaries, bonuses, employee benefits and employer-related payroll taxes.
−Removed: Equity-based compensation represents grants of equity related awards or arrangements to certain employees and directors.
+Added: Cash-based compensation primarily includes salaries, bonuses, employee benefits, cash-based incentive awards and employer-related payroll taxes.
+Added: Equity-based compensation represents grants of equity related awards or arrangements to certain employees and directors and expense associated with the employee stock purchase plan (“ESPP”).
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.
2 unchanged sentences
Carried interest-related compensation is accounted for as compensation expense in conjunction with the related carried interest allocation revenue and, until paid, is recorded as a component of accrued carried interest-related compensation in the consolidated balance sheets.
−Removed: Carried interest-related compensation expense also includes the portion of net carried interest allocation revenue attributable to equity holders of our consolidated subsidiaries that are not 100% owned by us.
Amounts presented as realized indicate the amounts paid or payable to employees based on the receipt of carried interest allocation revenue from realized investment activity.
3 unchanged sentences
Incentive fee-related compensation is accrued as compensation expense when it is probable and estimable that payment will be made.
+Added: On April 1, 2024, certain of our non-wholly owned subsidiaries underwent transactions to effect unitization of the outstanding limited partnership interests, including the class of interests relating to awards of carried interest allocations granted to employees, to combine into a single class of limited partnership interests and redesignated into units.
+Added: The class of interests relating to awards of carried interest allocations granted to employees were previously presented as carried interest-related compensation expense.
Legacy Greenspring performance fee-related compensation represents the legacy Greenspring carried interest allocations which are entirely payable to certain employees.
19 unchanged sentences
Interest income consists of income earned on cash and cash equivalents, restricted cash, and amounts associated with the Consolidated Funds.
−Removed: Interest expense primarily consists of the interest expense on the Revolver, as well as the related amortization of deferred financing costs.
+Added: Interest expense primarily consists of the interest expense on the Revolver and the Notes, as well as the related amortization of deferred financing costs.
Other income (loss) includes foreign currency transaction gains and losses, non-operating activities, and amounts associated with the Consolidated Funds.
17 unchanged sentences
Net income (loss) attributable to SSG, as reported in the consolidated statements of income, is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.
−Removed: Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees in those entities.
+Added: 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 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.
2 unchanged sentences
As a result, all of the net income (loss) attributable to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities.
−Removed: Non-controlling interests in the Partnership represent the economic interests in the Partnership held by the Class B and Class C unitholders of the Partnership.
+Added: Non-controlling interests in the Partnership represent the economic interests in the Partnership held by the Class B, Class C and Class D unitholders of the Partnership.
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.
77 unchanged sentences
Investment income (loss) 15,096 7,452 (2,509)
−Removed: Legacy Greenspring investment income (loss) (1)
+Added: Legacy Greenspring investment loss (1)
(1,185) (9,087) (44,075)
5 unchanged sentences
Income (loss) before income tax (222,035) 195,396 (41,454)
−Removed: Income tax expense 27,576 3,821 28,300
+Added: Income tax expense (benefit) (49,208) 27,576 3,821
Net income (loss) (172,827) 167,820 (45,275)
Net income attributable to non-controlling interests in subsidiaries 79,282 37,240 35,194
−Removed: Net income (loss) attributable to non-controlling interests in legacy Greenspring entities (1)
+Added: Net loss attributable to non-controlling interests in legacy Greenspring entities (1)
(1,185) (9,087) (44,075)
8 unchanged sentences
Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
−Removed: Total revenues increased $779.2 million to $711.6 million for fiscal 2024 as compared to fiscal 2023, due to positive carried interest allocations in the current year as compared to a reversal of carried interest allocations in the prior year period, a lower reversal of legacy Greenspring carried interest allocations in the current period as compared to the prior year, and higher management and advisory fees, net and incentive fees, in each case, as described below.
+Added: Total revenues increased $463.2 million, or 65%, to $1,174.8 million for fiscal 2025 as compared to fiscal 2024.
+Added: The overall increase was driven by higher management and advisory fees, net, positive legacy Greenspring carried interest allocations in the current period as compared to a reversal in the prior year period, higher carried interest allocations and higher incentive fees, in each case, as described below.
Management and advisory fees, net increased $181.9 million, or 31%, to $767.0 million for fiscal 2025 as compared to fiscal 2024.
−Removed: The increase was driven by new client activity and 9% growth in average FEAUM across the platform, as well as retroactive fees of $11.6 million from the closings of StepStone’s private equity secondaries, multi-strategy global venture capital, special situation real estate secondaries, multi-strategy growth equity and infrastructure co-investment funds.
−Removed: The prior year period included $2.8 million of retroactive fees from the final closing of StepStone Capital Partners V (“SCP V”) and additional closings on StepStone’s multi-strategy global venture capital fund.
−Removed: Incentive fees increased $15.7 million, or 162%, to $25.3 million for fiscal 2024 as compared to fiscal 2023, reflecting positive investment performance and higher realization activity.
−Removed: Realized carried interest allocation revenues decreased $81.7 million, or 62%, to $49.4 million for fiscal 2024 as compared to fiscal 2023, reflecting lower realization activity within our private equity funds.
+Added: The increase was driven by new client activity and 23% growth in average FEAUM across the platform, as well as retroactive fees of $42.8 million from the closings of StepStone’s Secondary Opportunities V, Real Estate Partners V, Infrastructure Co-Investment Partners 2022, Tactical Growth Fund IV and VC Global Partners XI funds.
+Added: The prior year period included $11.6 million of retroactive fees from the closings of StepStone’s Secondary Opportunities V, VC Global Partners XI and Infrastructure Co-Investment Partners 2022 funds.
+Added: Incentive fees increased $6.9 million, or 27%, to $32.3 million for fiscal 2025 as compared to fiscal 2024, largely due to higher incentive fees generated by StepStone’s Private Venture and Growth Fund (“SPRING”).
+Added: Realized carried interest allocation revenues increased $110.3 million, or 223%, to $159.7 million for fiscal 2025 as compared to fiscal 2024, reflecting higher realization activity within our private equity and infrastructure funds.
Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues.
−Removed: Excluding the reversal of $49.4 million, unrealized carried interest allocation revenues increased $298.6 million to $176.3 million for fiscal 2024 compared to fiscal 2023.
−Removed: The increase in unrealized carried interest allocations for fiscal 2024 primarily reflected a net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds.
−Removed: Legacy Greenspring carried interest allocation revenues increased $377.0 million, or 83% , to $(75.2) million for fiscal 2024 as compared to fiscal 2023.
+Added: Excluding the reversal of $159.7 million, unrealized carried interest allocation revenues increased $124.9 million, or 71%, to $301.2 million for fiscal 2025 compared to fiscal 2024.
+Added: The increase in unrealized carried interest allocations for fiscal 2025 primarily reflected a higher net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds as compared to the prior year.
+Added: Legacy Greenspring carried interest allocation revenues increased $149.5 million to $74.3 million for fiscal 2025 as compared to fiscal 2024 as a result of net unrealized appreciation in the fair value of certain underlying fund investments in the current year period as compared to net unrealized depreciation in the prior year period.
Fiscal 2025 reflects gross realized carried interest allocations of $63.1 million and unrealized carried interest allocations, net of the reversal of carried interest allocations, of $11.2 million.
1 unchanged sentence
Year Ended March 31, 2024 Compared to Year Ended March 31, 2023
−Removed: Total revenues decreased $1,433.1 million to $(67.6) million for fiscal 2023 as compared to fiscal 2022, due to negative carried interest allocations and legacy Greenspring carried interest allocations in the current period as compared to positive carried interest allocations and legacy Greenspring carried interest allocations in the prior year period and lower incentive fees, partially offset by higher net management and advisory fees, in each case, as described below.
−Removed: Net management and advisory fees increased $116.9 million, or 31%, to $497.2 million for fiscal 2023 as compared to fiscal 2022.
−Removed: The increase was driven by new client activity and 28% growth in average FEAUM (or 21% excluding the impact of Greenspring) across the platform, as well as retroactive fees of $2.8 million from the final closing of SCP V and additional closings on StepStone’s multi-strategy global venture capital fund.
−Removed: The prior year period included $7.7 million of retroactive fees from the final closing of StepStone Tactical Growth Fund III and additional closings of SCP V.
−Removed: Incentive fees decreased $1.9 million, or 17%, to $9.7 million for fiscal 2023 as compared to fiscal 2022, reflecting lower realization activity.
+Added: Total revenues increased $779.2 million to $711.6 million for fiscal 2024 as compared to fiscal 2023, due to positive carried interest allocations in the current year as compared to a reversal of carried interest allocations in the prior year period, a lower reversal of legacy Greenspring carried interest allocations in the current period as compared to the prior year, and higher management and advisory fees, net and incentive fees, in each case, as described below.
+Added: Management and advisory fees, net increased $88.0 million, or 18%, to $585.1 million for fiscal 2024 as compared to fiscal 2023.
+Added: The increase was driven by new client activity and 9% growth in average FEAUM across the platform, as well as retroactive fees of $11.6 million from the closings of StepStone’s Secondary Opportunities V, VC Global Partners XI and Infrastructure Co-Investment Partners 2022 funds.
+Added: The prior year period included $2.8 million of retroactive fees from the closings of StepStone’s Capital Partners V and VC Global Partners XI funds.
+Added: Incentive fees increased $15.7 million, or 162%, to $25.3 million for fiscal 2024 as compared to fiscal 2023, reflecting positive investment performance and higher realization activity.
Realized carried interest allocation revenues decreased $81.7 million, or 62%, to $49.4 million for fiscal 2024 as compared to fiscal 2023, reflecting lower realization activity within our private equity funds.
Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues.
−Removed: Excluding the reversal of $131.1 million, unrealized carried interest allocation revenues decreased $908.8 million, or 116%, to $(122.3) million for fiscal 2023 as compared to fiscal 2022.
−Removed: The decrease in unrealized carried interest allocations for fiscal 2023 primarily reflected a net decrease in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds.
−Removed: Legacy Greenspring carried interest allocation revenues decreased $639.3 million to $(452.2) million for fiscal 2023 as compared to fiscal 2022.
+Added: Excluding the reversal of $49.4 million, unrealized carried interest allocation revenues increased $298.6 million to $176.3 million for fiscal 2024 as compared to fiscal 2023.
+Added: The increase in unrealized carried interest allocations for fiscal 2024 primarily reflected a net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds.
+Added: Legacy Greenspring carried interest allocation revenues increased $377.0 million, or 83%, to $(75.2) million for fiscal 2024 as compared to fiscal 2023 as a result of lower net unrealized depreciation in the fair value of certain underlying fund investments in the current year period as compared to the prior year period.
Fiscal 2024 reflects gross realized carried interest allocations of $59.7 million and unrealized carried interest allocations, net of the reversal of carried interest allocations, of $(134.9) million.
−Removed: Fiscal 2022 reflects gross realized carried interest allocations of $92.2 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $94.9 million for the period from September 20, 2021 to March 31, 2022.
+Added: Fiscal 2023 reflects gross realized carried interest allocations of $74.7 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $(526.8) million.
Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
−Removed: Total expenses increased $606.9 million to $539.9 million for fiscal 2024 as compared to fiscal 2023.
−Removed: The overall increase resulted from a lower reversal of legacy Greenspring performance fee-related compensation and increases in performance fee-related compensation, cash-based compensation, general, administrative and other expenses and equity-based compensation, in each case, as described below.
+Added: Total expenses increased $901.8 million, or 167%, to $1,441.6 million for fiscal 2025 as compared to fiscal 2024.
+Added: The overall increase resulted from increases in equity-based compensation, legacy Greenspring performance fee-related compensation, performance fee-related compensation, cash-based compensation and general, administrative and other expenses, in each case, as described below.
Cash-based compensation increased $38.8 million, or 13%, to $331.8 million for fiscal 2025 as compared to fiscal 2024, due to increased staffing and compensation levels.
−Removed: Our average full-time headcount increased 11% in the current year period as compared to the prior year period.
−Removed: Equity-based compensation increased $17.4 million, or 70%, to $42.4 million for fiscal 2024 as compared to fiscal 2023.
−Removed: The increase was primarily attributable to an increase in expenses related to liability classified awards in the current year period of $14.3 million as compared to the prior year period, as well as the full year impact of restricted stock units (“RSUs”) awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period.
−Removed: Performance fee-related compensation expense increased $151.6 million to $112.4 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting the increase in carried interest allocation revenue.
−Removed: Realized performance fee-related compensation decreased $42.2 million, or 53%, to $37.7 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting lower realization activity.
−Removed: Legacy Greenspring performance fee-related compensation expense increased $377.0 million, or 83%, to $(75.2) million for fiscal 2024 as compared to fiscal 2023.
+Added: Our average headcount increased 8% in the current year period as compared to the prior year period.
+Added: Equity-based compensation increased $626.8 million to $669.1 million for fiscal 2025 as compared to fiscal 2024.
+Added: The increase was primarily attributable to a $629.0 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, as well as $3.5 million related to the full year impact of restricted stock units (“RSUs”) awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period.
+Added: These increases were partially offset by a decrease of $5.5 million in expense due to the final vesting of RSUs issued in connection with our IPO.
+Added: Total performance fee-related compensation expense increased $76.6 million, or 68%, to $189.0 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting the increase in carried interest allocation revenue.
+Added: Realized performance fee-related compensation increased $57.1 million, or 151%, to $94.7 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting higher realization activity and higher incentive fees from SPRING.
+Added: Legacy Greenspring performance fee-related compensation expense increased $149.5 million to $74.3 million for fiscal 2025 as compared to fiscal 2024.
Fiscal 2025 reflects gross realized performance fee-related compensation expense of $63.1 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $11.2 million.
1 unchanged sentence
General, administrative and other expenses increased $10.0 million, or 6%, to $177.4 million for fiscal 2025 as compared to fiscal 2024.
−Removed: The overall increase primarily reflected increases of $7.9 million due to a higher loss on change in fair value for contingent consideration obligation, $4.0 million in professional fees, $2.9 million in information and technology expenses, $2.9 million of travel and associated costs for investment evaluation and client service, $2.6 million due to a prior year gain within occupancy costs related to lease remeasurement adjustments due to a reduction in lease terms and $1.5 million in occupancy costs, partially offset by a decreases of $2.0 million in transaction costs and other general operating expenses.
+Added: The overall increase primarily reflected $3.9 million in travel and associated costs for investment evaluation and client service, $3.5 million in marketing and conference expenses, $2.5 million in professional fees, $2.1 million in information and technology expenses, $1.6 million in general and administrative expenses for the Consolidated Funds, $1.4 million in human resources and recruiting expenses, $1.3 million in occupancy costs and other general operating expenses, partially offset by decreases of $3.9 million in transaction costs, $1.9 million in accelerated depreciation for leasehold improvements due to a reduction in lease terms in the prior year, $1.4 million in intangibles amortization and $1.1 million for lower loss on change in fair value for contingent consideration obligation.
Year Ended March 31, 2024 Compared to Year Ended March 31, 2023
−Removed: Total expenses decreased $980.2 million to $(67.1) million for fiscal 2023 as compared to fiscal 2022, due to decreases in legacy Greenspring performance fee-related compensation and performance fee-related compensation, partially offset by increases in cash-based compensation, general, administrative and other expenses, and equity-based compensation, in each case, as described below.
+Added: Total expenses increased $606.9 million to $539.9 million for fiscal 2024 as compared to fiscal 2023.
+Added: The overall increase resulted from a lower reversal of legacy Greenspring performance fee-related compensation and increases in performance fee-related compensation, cash-based compensation, general, administrative and other expenses and equity-based compensation, in each case, as described below.
Cash-based compensation increased $40.8 million, or 16%, to $293.0 million for fiscal 2024 as compared to fiscal 2023, due to increased staffing and compensation levels.
−Removed: Our average full-time headcount increased 31% (or 27% excluding the impact of Greenspring) in the current year period as compared to the prior year period.
+Added: Our average headcount increased 11% in the current year period as compared to the prior year period.
Equity-based compensation increased $17.4 million, or 70%, to $42.4 million for fiscal 2024 as compared to fiscal 2023.
−Removed: The increase was primarily attributable to the inclusion of expense related to liability classified awards in the current year period and no comparable expense in the prior year period, as well as the full year impact of RSUs awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period.
−Removed: Performance fee-related compensation expense decreased $443.3 million to $(39.2) million for fiscal 2023 as compared to fiscal 2022, primarily reflecting the decrease in carried interest allocation revenue.
+Added: The increase was primarily attributable to an increase in expenses related to liability classified awards in the current year period of $14.3 million as compared to the prior year period, as well as the full year impact of RSUs awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period.
+Added: Total performance fee-related compensation expense increased $151.6 million to $112.4 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting the increase in carried interest allocation revenue.
Realized performance fee-related compensation decreased $42.2 million, or 53%, to $37.7 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting lower realization activity.
−Removed: The decrease was partially offset by an increase reflecting realized carried interest allocations recognized in the current year period from certain funds for which a higher portion is paid to employees as realized performance fee-related compensation.
−Removed: Legacy Greenspring performance fee-related compensation expense decreased $639.3 million to $(452.2) million for fiscal 2023 as compared to fiscal 2022.
+Added: Legacy Greenspring performance fee-related compensation expense increased $377.0 million, or 83%, to $(75.2) million for fiscal 2024 as compared to fiscal 2023.
Fiscal 2024 reflects gross realized performance fee-related compensation expense of $59.7 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(134.9) million.
−Removed: Fiscal 2022 reflects gross realized performance fee-related compensation expense of $92.2 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $94.9 million for the period from September 20, 2021 to March 31, 2022.
+Added: Fiscal 2023 reflects gross realized performance fee-related compensation expense of $74.7 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(526.8) million.
General, administrative and other expenses increased $20.2 million, or 14%, to $167.3 million for fiscal 2024 as compared to fiscal 2023.
−Removed: The overall increase primarily reflected increases of $19.0 million in amortization expense for intangibles, $10.6 million of travel and associated costs for investment evaluation and client service, $3.8 million in information and technology expenses, $3.4 million in professional fees, $3.3 million in occupancy costs, $1.6 million in conference expenses, $1.6 million in human resources and recruiting expenses, $1.5 million in accelerated depreciation for leasehold improvements due to a reduction in lease terms, $0.7 million in business taxes and other general operating expenses, partially offset by a decrease in transaction costs of $7.4 million and a gain of $2.7 million within occupancy costs related to lease remeasurement adjustments due to a reduction in lease terms.
+Added: The overall increase primarily reflected increases of $7.9 million due to a higher loss on change in fair value for contingent consideration obligation, $4.0 million in professional fees, $2.9 million in information and technology expenses, $2.9 million of travel and associated costs for investment evaluation and client service, $2.6 million due to a prior year gain within occupancy costs related to lease remeasurement adjustments due to a reduction in lease terms and $1.5 million in occupancy costs, partially offset by a decrease of $2.0 million in transaction costs and other general operating expenses.
Other Income (Expense)
Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
+Added: Investment income increased $7.6 million, or 103%, to $15.1 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting overall changes in the valuations of the underlying investments in the StepStone Funds.
+Added: Legacy Greenspring investment loss decreased $7.9 million, or 87%, to $1.2 million for fiscal 2025 as compared to fiscal 2024.
+Added: Fiscal 2025 reflects gross realized investment income of $7.9 million and unrealized investment loss, net of the reversal of realized investment income, of $9.1 million.
+Added: Fiscal 2024 reflects gross realized investment income of $5.3 million and unrealized investment loss, net of the reversal of realized investment income, of $14.4 million.
+Added: Investment income of Consolidated Funds increased $36.9 million, or 130%, to $65.4 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds on higher investment balances during the current year period as compared with the prior year period.
+Added: Interest income increased $7.2 million, or 196%, to $10.9 million for fiscal 2025 as compared to fiscal 2024 primarily due to higher average cash and cash equivalent balances during the current year period as compared with the prior year period.
+Added: Interest income attributable to Consolidated Funds was $4.8 million in the current year period as compared to $1.6 million in the prior year period.
+Added: Interest expense increased $3.4 million, or 36%, to $12.7 million for fiscal 2025 as compared to fiscal 2024.
+Added: The increase was due to higher average outstanding balances during the current year period as compared with the prior year period, partially offset by the lower interest rate on the Notes for a portion of the current year period.
+Added: Other income (loss) decreased $35.1 million to a loss of $32.7 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting a loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds of $32.5 million in the current year period and a gain of $5.3 million in the prior year period for amounts received as part of negotiations with a third party related to certain corporate matters, partially offset by a loss of $0.8 million associated with the sale of a subsidiary in the prior year period and net foreign currency transaction gains in the current year period as compared with net foreign currency transaction losses in the prior year period.
+Added: Year Ended March 31, 2024 Compared to Year Ended March 31, 2023
Investment income (loss) increased $10.0 million to income of $7.5 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting overall changes in the valuations of the underlying investments in the StepStone Funds.
2 unchanged sentences
Fiscal 2023 reflects gross realized investment income of $6.6 million and unrealized investment loss, net of the reversal of realized investment income, of $50.6 million.
−Removed: Investment income of Consolidated Funds increased $19.2 million, or 206%, to $28.5 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds.
+Added: Investment income of Consolidated Funds increased $19.2 million, or 206%, to $28.5 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds on higher investment balances during the current year period as compared with the prior year period.
Interest income increased $1.7 million, or 91%, to $3.7 million for fiscal 2024 as compared to fiscal 2023, primarily due to higher average interest rates earned on cash and cash equivalent balances.
3 unchanged sentences
Other income (loss) increased $3.9 million to income of $2.5 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting a gain of $5.3 million in the current year period for amounts received as part of negotiations with a third party related to certain corporate matters, partially offset by a loss of $0.8 million associated with the sale of a subsidiary.
−Removed: Year Ended March 31, 2023 Compared to Year Ended March 31, 2022
−Removed: Investment income decreased $28.7 million to a loss of $(2.5) million for fiscal 2023 as compared to fiscal 2022, primarily reflecting overall changes in the valuations of the underlying investments in the StepStone Funds.
−Removed: Legacy Greenspring investment income decreased $76.7 million to a loss of $44.1 million for fiscal 2023 as compared to fiscal 2022.
−Removed: Fiscal 2023 reflects gross realized investment income of $6.6 million and unrealized investment loss, net of the reversal of realized investment income, of $50.6 million.
−Removed: Fiscal 2022 reflects gross realized investment income of $7.8 million and unrealized investment income, net of the reversal of realized investment income, of $24.8 million for the period from September 20, 2021 to March 31, 2022.
−Removed: Investment income of Consolidated Funds of $9.3 million for fiscal 2023 primarily reflects overall changes in the valuations of the underlying investments of the Consolidated Funds.
−Removed: Interest income increased $1.6 million, or 470%, to $1.9 million for fiscal 2023 as compared to fiscal 2022 primarily due to higher average interest rates earned on cash and cash equivalent balances.
−Removed: Interest income attributable to Consolidated Funds was $0.2 million in the current year period as compared to zero in the prior year period.
−Removed: Interest expense increased $3.1 million, or 276%, to $4.2 million for fiscal 2023 as compared to fiscal 2022.
−Removed: The increase was due to a full period of interest, higher average interest rates, and higher average outstanding balances under the Revolver during the current year period, as compared with the prior year period.
−Removed: Other income (loss) decreased $3.7 million to a loss of $1.4 million for fiscal 2023 as compared to fiscal 2022, primarily reflecting a larger gain related to adjustments in connection with the Tax Receivable Agreements in the prior year period as compared with the current year period, and net foreign currency transaction losses in the current year period.
Income Tax Expense
2 unchanged sentences
Our effective income tax rate was 22.2%, 14.1%, and (9.2)% for fiscal 2025, 2024 and 2023, respectively.
−Removed: Our overall effective tax rate in each of the periods described above is less than the statutory rate primarily because a portion of income was allocated to non-controlling interests and the tax liability on such income is borne by the holders of such non-controlling interests.
−Removed: Additionally, during fiscal 2022, we recorded a benefit of $25.3 million related to the full release of the valuation allowance as a result of the deferred tax liability recorded in connection with the Greenspring acquisition.
+Added: Our overall effective tax rate in fiscal 2025 differs from the statutory rate primarily because of the impact of nondeductible items.
+Added: Our overall effective tax rates in fiscal 2024 and 2023 are less than the statutory rate primarily because a portion of income was allocated to non-controlling interests and the tax liability on such income is borne by the holders of such non-controlling interests.
The Organization for Economic Co-operation and Development (“OECD”) implemented Pillar Two, which establishes a global minimum corporate tax rate of 15% on large multinational enterprises across their worldwide operations.
−Removed: Generally, legislation pertaining to these rules is either in effect or underway in several of the jurisdictions where we operate, while ongoing uncertainty surrounds the adoption of the minimum tax directive by the U.S.
−Removed: There is no impact to our tax provision for the year ended March 31, 2024.
+Added: While legislation pertaining to these rules is already in effect or advancing in several of the jurisdictions where we operate, ongoing uncertainty surrounds the adoption of the minimum tax directive by the U.S.
+Added: Although we were subject to Pillar Two for the fiscal year ended March 31, 2025, there was no material impact to our tax provision.
We will continue to evaluate both U.S.
1 unchanged sentence
Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
+Added: Income tax expense decreased $76.8 million to a benefit of $49.2 million for fiscal 2025 as compared to expense for fiscal 2024.
+Added: The decrease in tax expense was primarily driven by pre-tax net loss for fiscal 2025 compared to pre-tax net income for fiscal 2024.
+Added: Year Ended March 31, 2024 Compared to Year Ended March 31, 2023
Income tax expense increased $23.8 million, or 622%, to $27.6 million for fiscal 2024 as compared to fiscal 2023.
The increase in tax expense was primarily driven by pre-tax net income for fiscal 2024 compared to pre-tax net loss for fiscal 2023.
−Removed: Year Ended March 31, 2023 Compared to Year Ended March 31, 2022
−Removed: Income tax expense decreased $24.5 million, or 86%, to $3.8 million for fiscal 2023 as compared to fiscal 2022.
−Removed: The decrease in tax expense was primarily driven by pre-tax net loss for fiscal 2023 compared to pre-tax net income for fiscal 2022.
Net Income Attributable to Non-Controlling Interests in Subsidiaries
Net income attributable to non-controlling interests in subsidiaries increased $42.0 million, or 113%, to $79.3 million for fiscal 2025 as compared to fiscal 2024.
−Removed: The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us.
+Added: The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us and an increase in our economic interests in the Asset Class Entities as a result of the Transaction Agreements.
Net income attributable to non-controlling interests in subsidiaries increased $2.0 million, or 6%, to $37.2 million for fiscal 2024 as compared to fiscal 2023.
The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us.
−Removed: Net Income (Loss) Attributable to Non-Controlling Interests in Legacy Greenspring Entities
+Added: Net Loss Attributable to Non-Controlling Interests in Legacy Greenspring Entities
Net income (loss) attributable to non-controlling interests in legacy Greenspring entities represents the net income or loss attributable to the interests held by the legacy Greenspring general partner entities.
1 unchanged sentence
As a result, all of the net income or loss related to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities.
−Removed: Net income (loss) attributable to non-controlling interests in legacy Greenspring entities was $(9.1) million, $(44.1) million, and $32.6 million for fiscal 2024, 2023 and 2022, respectively.
+Added: Net loss attributable to non-controlling interests in legacy Greenspring entities was $1.2 million, $9.1 million, and $44.1 million for fiscal 2025, 2024 and 2023, respectively.
Net Income (Loss) Attributable to Non-Controlling Interests in the Partnership
−Removed: Net income (loss) attributable to non-controlling interests in the Partnership represents the portion of net income or loss attributable to the interests held by the Class B and Class C unitholders of the Partnership.
+Added: Net income (loss) attributable to non-controlling interests in the Partnership represents the portion of net income or loss attributable to the interests held by the Class B, Class C and Class D unitholders of the Partnership.
Net income (loss) attributable to non-controlling interests in the Partnership was $(125.9) million, $60.0 million and $(19.8) million for fiscal 2025, 2024 and 2023, respectively.
Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Funds
−Removed: Net income attributable to redeemable non-controlling interests in Consolidated Funds was $15.8 million and $1.8 million for fiscal 2024 and 2023, respectively, which represents income of the Consolidated Funds attributable to third-party investors.
−Removed: We did not consolidate any StepStone Funds prior to fiscal 2023.
+Added: Net income attributable to redeemable non-controlling interests in Consolidated Funds represents income of the Consolidated Funds attributable to third-party investors.
+Added: Net income attributable to redeemable non-controlling interests in Consolidated Funds was $53.7 million, $15.8 million and $1.8 million for fiscal 2025, 2024 and 2023, respectively.
Net Income Attributable to Redeemable Non-Controlling Interests in Subsidiaries
−Removed: Net income attributable to redeemable non-controlling interests in subsidiaries was $5.8 million for fiscal 2024.
+Added: Net income attributable to redeemable non-controlling interests in subsidiaries was $0.8 million and $5.8 million for fiscal 2025 and 2024, respectively.
There were no redeemable non-controlling interests in subsidiaries prior to fiscal 2024.
29 unchanged sentences
Market value, FX and other (3)
+Added: 1,305 601 1,906
Ending balance $ 58,897 $ 34,961 $ 93,858
4 unchanged sentences
dollar denominated commitments.
+Added: The year ended March 31, 2025 includes a $0.6 billion secondary transaction within focused commingled funds.
The following tables set forth FEAUM by asset class and selected weighted-average management fee rate data:
15 unchanged sentences
(1) Weighted-average fee rates reflect the applicable management fees for the last 12 months ending on each period presented, and is inclusive of any retroactive fees for such period.
−Removed: (2) The change in weighted-average fee rates primarily reflected the timing of new funds and shifts in mix between SMAs and focused commingled funds.
−Removed: (3) The change in weighted-average fee rates primarily reflected the timing of new funds and shifts in asset class mix.
+Added: (2) The change in weighted-average fee rates primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.
+Added: (3) The change in weighted-average fee rates primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.
Undeployed Fee-Earning Capital
−Removed: As of March 31, 2024, we had $22.6 billion of undeployed fee-earning capital, which will generate management fee revenue once this capital is invested or activated.
+Added: As of March 31, 2025, we had $24.6 billion of undeployed fee-earning capital, which will generate management fee revenue once invested or activated.
Non-GAAP Financial Measures
5 unchanged sentences
ANI does not reflect legacy Greenspring carried interest allocation revenues, legacy Greenspring carried interest-related compensation and legacy Greenspring investment income (loss) as none of the economics are attributable to us.
−Removed: The components of revenues used in the determination of ANI (“adjusted revenues”) comprise adjusted management and advisory fees, net, adjusted incentive fees (including the deferred portion) and realized carried interest allocations.
+Added: The components of revenues used in the determination of ANI (“adjusted revenues”) comprise fee revenues, adjusted incentive fees and realized carried interest allocations.
In addition, ANI excludes:
3 unchanged sentences
Adjusted Revenues
−Removed: Adjusted revenues represents the components of revenues used in the determination of ANI and comprise adjusted management and advisory fees, net, adjusted incentive fees (including the deferred portion) and realized carried interest allocations.
+Added: Adjusted revenues represents the components of revenues used in the determination of ANI and comprise fee revenues, adjusted incentive fees and realized carried interest allocations.
We believe adjusted revenues is useful to investors because it presents a measure of realized revenues.
1 unchanged sentence
Fee-related earnings (“FRE”) is a non-GAAP performance measure used to monitor our baseline earnings from recurring management and advisory fees.
−Removed: FRE is a component of ANI and comprises adjusted management and advisory fees, net, less adjusted expenses which are operating expenses other than (a) performance fee-related compensation, (b) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary, (c) amortization of intangibles, (d) charges associated with acquisitions and corporate transactions, and (e) certain other items that we believe are not indicative of our core operating performance (as listed in the below table).
+Added: FRE is a component of ANI and comprises fee revenues less adjusted expenses which are operating expenses other than (a) performance fee-related compensation, (b) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary, (c) amortization of intangibles, (d) charges associated with acquisitions and corporate transactions, and (e) certain other items that we believe are not indicative of our core operating performance (as listed in the below table).
FRE is presented before income taxes.
We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business and our ability to cover direct base compensation and operating expenses from total fee revenues.
+Added: Fee revenues represents management and advisory fees, net, including amounts earned from the Consolidated Funds which are eliminated in consolidation.
+Added: We believe fee revenues is useful to investors because it presents the net amount of management and advisory fee revenues attributable to us.
Adjusted Weighted-Average Shares and Adjusted Net Income Per Share
−Removed: ANI per share measures our per-share earnings assuming all Class B units and Class C units in the Partnership were exchanged for Class A common stock in SSG, including the dilutive impact of outstanding equity-based awards.
+Added: ANI per share measures our per-share earnings assuming all Class B units, Class C units and Class D units in the Partnership were exchanged for Class A common stock in SSG, including the dilutive impact of outstanding equity-based awards.
ANI per share is calculated as ANI divided by adjusted weighted-average shares outstanding.
2 unchanged sentences
Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
−Removed: FRE increased $33.6 million, or 22%, to $189.8 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting higher net management and advisory fees, partially offset by higher adjusted cash-based compensation, adjusted general, administrative and other expenses and adjusted equity-based compensation.
+Added: FRE increased $122.4 million, or 64%, to $312.2 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting higher fee revenues, partially offset by higher adjusted cash-based compensation, adjusted general, administrative and other expenses and adjusted equity-based compensation.
Year Ended March 31, 2024 Compared to Year Ended March 31, 2023
−Removed: FRE increased $33.9 million, or 28%, to $156.2 million for fiscal 2023 as compared to fiscal 2022, primarily reflecting higher net management and advisory fees, partially offset by higher adjusted cash-based compensation, adjusted general, administrative and other expenses and adjusted equity-based compensation.
+Added: FRE increased $33.6 million, or 22%, to $189.8 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting higher fee revenues, partially offset by higher adjusted cash-based compensation, adjusted general, administrative and other expenses and adjusted equity-based compensation.
Adjusted Revenues and Adjusted Net Income
Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
−Removed: Adjusted revenues increased $23.1 million, or 4%, to $665.1 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting increases in adjusted management and advisory fees, net and adjusted incentive fees, including the deferred portion, partially offset by lower realized carried interest allocation revenues.
−Removed: ANI decreased $3.3 million, or 2%, to $139.4 million for fiscal 2024 as compared to fiscal 2023, primarily due to lower net realized performance fee-related earnings (adjusted incentive fees, including the deferred portion, plus realized carried interest allocation revenues, less realized performance fee-related compensation), a higher allocation of income to non-controlling interests and higher interest expense.
−Removed: The decrease was partially offset by the increase in FRE.
+Added: Adjusted revenues increased $304.7 million, or 46%, to $969.7 million for fiscal 2025 as compared to fiscal 2024, primarily reflecting increases in fee revenues, realized carried interest allocation revenues and adjusted incentive fees.
+Added: ANI increased $104.7 million, or 75%, to $244.1 million for fiscal 2025 as compared to fiscal 2024, primarily due to an increase in FRE as discussed above, higher performance fee-related earnings (adjusted incentive fees, plus realized carried interest allocation revenues, less realized performance fee-related compensation), higher interest income and higher realized investment income.
+Added: The overall increase was partially offset by a higher allocation of income to non-controlling interests and higher interest expense.
Year Ended March 31, 2024 Compared to Year Ended March 31, 2023
−Removed: Adjusted revenues increased $48.0 million, or 8%, to $642.0 million for fiscal 2023 as compared to fiscal 2022, primarily reflecting increases in adjusted management and advisory fees, net, and adjusted incentive fees, including the deferred portion, partially offset by lower realized carried interest allocation revenues.
−Removed: ANI decreased $30.3 million, or 18%, to $142.7 million for fiscal 2023 as compared to fiscal 2022, primarily due to lower net realized performance fee-related earnings, a higher allocation of income to non-controlling interests and higher interest expense.
+Added: Adjusted revenues increased $23.1 million, or 4%, to $665.1 million for fiscal 2024 as compared to fiscal 2023, primarily reflecting increases in fee revenues and adjusted incentive fees, partially offset by lower realized carried interest allocation revenues.
+Added: ANI decreased $3.3 million, or 2%, to $139.4 million for fiscal 2024 as compared to fiscal 2023, primarily due to lower performance fee-related earnings, a higher allocation of income to non-controlling interests and higher interest expense.
The decrease was partially offset by the increase in FRE.
9 unchanged sentences
Assumed vesting and exchange of Class B2 units 431,851 2,542,751 2,475,501
+Added: Assumed purchase under ESPP 529 — —
Exchange of Class B units in the Partnership (1)
2 unchanged sentences
1,365,647 2,234,191 2,807,243
+Added: Exchange of Class D units in the Partnership (1)
+Added: 2,007,849 — —
Adjusted weighted-average shares 118,772,442 115,134,473 114,618,105
1 unchanged sentence
_______________________________
−Removed: (1) Assumes the full exchange of Class B units in the Partnership for Class A common stock of SSG pursuant to the Class B Exchange Agreement.
−Removed: (2) Assumes the full exchange of Class C units in the Partnership for Class A common stock of SSG pursuant to the Class C Exchange Agreement.
+Added: (1) Assumes the full exchange of Class B units, Class C units or Class D units in the Partnership for Class A common stock of SSG pursuant to the Class B Exchange Agreement, Class C Exchange Agreement or Class D Exchange Agreement, respectively.
Reconciliation of GAAP to Non-GAAP Financial Measures
7 unchanged sentences
Management and advisory fee revenues for the Consolidated Funds (1)
+Added: 3,475 1,239 147
Incentive fees for the Consolidated Funds (2)
+Added: 5,364 1,549 —
Adjusted revenues $ 969,719 $ 665,060 $ 641,970
10 unchanged sentences
Management and advisory fee revenues for the Consolidated Funds (1)
−Removed: Adjusted management and advisory fees, net $ 586,379 $ 497,326 $ 380,257
+Added: 3,475 1,239 147
+Added: Fee revenues $ 770,489 $ 586,379 $ 497,326
GAAP incentive fees $ 32,275 $ 25,339 $ 9,663
−Removed: Incentive fee revenues for the Consolidated Funds (2)
+Added: Adjustments (2)
+Added: 7,302 3,941 3,892
Adjusted incentive fees $ 39,577 $ 29,280 $ 13,555
6 unchanged sentences
31,335 (3,879) 86
−Removed: Adjusted other loss $ (1,424) $ (1,334) $ (1,311)
+Added: Adjusted other income (loss) $ (1,315) $ (1,424) $ (1,334)
______________________________
(1) Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
−Removed: (2) Reflects the add back of incentive fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
+Added: (2) Reflects the add back of incentive fee revenues for the Consolidated Funds, which have been eliminated in consolidation, and deferred incentive fees that are not included in GAAP revenues.
(3) Reflects the removal of interest income earned by the Consolidated Funds.
−Removed: (4) Reflects the removal of amounts for Tax Receivable Agreements adjustments recognized as other income (loss), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters, loss on sale of subsidiary and the removal of the impact of the consolidation of the Consolidated Funds.
+Added: (4) Reflects the removal of amounts for Tax Receivable Agreements adjustments recognized as other income (loss), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters, loss on sale of subsidiary, loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds and the impact of consolidation of the Consolidated Funds.
The table below shows a reconciliation of income (loss) before income tax to ANI and FRE.
4 unchanged sentences
(102,897) (49,220) (39,054)
−Removed: Net (income) loss attributable to non-controlling interests in legacy Greenspring entities 9,087 44,075 (32,586)
+Added: Net loss attributable to non-controlling interests in legacy Greenspring entities 1,185 9,087 44,075
Unrealized carried interest allocations (141,547) (126,908) 253,342
17 unchanged sentences
Realized performance fee-related compensation 94,748 37,687 79,846
−Removed: 37,687 79,846 91,208
Realized investment income (8,135) (6,545) (5,503)
1 unchanged sentence
(39,577) (29,280) (13,555)
−Removed: Deferred incentive fees (2,392) (3,892) (1,438)
Adjusted interest income (5)
1 unchanged sentence
Interest expense 12,701 9,331 4,189
−Removed: Adjusted other loss (6)(7)
+Added: Adjusted other (income) loss (5)(6)
1,315 1,424 1,334
4 unchanged sentences
(1) Reflects the portion of pre-tax ANI attributable to non-controlling interests in our subsidiaries and realized gains attributable to the profits interests issued in the private wealth subsidiary.
+Added: Amounts attributable to the profits interests issued in the private wealth subsidiary were $23.2 million in fiscal 2025, $3.1 million in fiscal 2024 and $0.0 million in fiscal 2023.
+Added: Amounts specifically attributable to non-controlling interests in subsidiaries not attributable to the private wealth subsidiary were $79.7 million in fiscal 2025, $46.1 million in fiscal 2024 and $39.1 million for fiscal 2023.
(2) Reflects equity-based compensation for awards granted prior to and in connection with the IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary.
−Removed: (3) Includes (income) expense related to transaction costs ($4.9 million in fiscal 2024, $6.9 million in fiscal 2023, and $14.2 million in fiscal 2022), lease remeasurement adjustments ($(0.1) million in fiscal 2024 and $(2.7) million in fiscal 2023), accelerated depreciation of leasehold improvements for changes in lease terms ($1.9 million in fiscal 2024 and $1.5 million in fiscal 2023), severance costs ($0.3 million in fiscal 2023 and $1.6 million in fiscal 2022), loss on change in fair value for contingent consideration obligation ($17.2 million in fiscal 2024, $9.4 million in fiscal 2023, and $9.6 million in fiscal 2022), compensation paid to certain employees as part of an acquisition earn-out ($2.2 million in fiscal 2024, $2.3 million in fiscal 2023, and $0.8 million in fiscal 2022), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), loss on sale of subsidiary ($0.8 million in fiscal 2024) and other non-core operating income and expenses.
−Removed: (4) Represents corporate income taxes at a blended statutory rate of 22.3%, 22.3% and 22.5% applied to pre-tax ANI for fiscal 2024, 2023 and 2022, respectively.
−Removed: The 22.3% rate for fiscal 2024 and fiscal 2023 is based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 1.3%.
−Removed: The 22.5% rate for fiscal 2022 is based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 1.5%.
−Removed: The decline in the blended statutory rate for fiscal 2023 compared to fiscal 2022 was due to updates in our state apportionment.
−Removed: (5) Includes carried interest-related compensation expense related to the portion of net carried interest allocation revenue attributable to equity holders of the Company’s consolidated subsidiaries that are not 100% owned ($3.8 million in fiscal 2024, $11.4 million in fiscal 2023, and $1.8 million in fiscal 2022).
−Removed: (6) Excludes the impact of consolidating the Consolidated Funds.
−Removed: (7) Excludes amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($(0.3) million in fiscal 2024, $0.2 million in fiscal 2023, and $3.6 million in fiscal 2022) gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), and loss on sale of subsidiary ($0.8 million in fiscal 2024).
+Added: (3) Includes (income) expense related to transaction costs ($1.0 million in fiscal 2025, $4.9 million in fiscal 2024, and $6.9 million in fiscal 2023), lease remeasurement adjustments ($(0.1) million in fiscal 2024 and $(2.7) million in fiscal 2023), accelerated depreciation of leasehold improvements for changes in lease terms ($1.9 million in fiscal 2024 and $1.5 million in fiscal 2023), severance costs ($0.3 million in fiscal 2023), loss on change in fair value for contingent consideration obligation ($16.1 million in fiscal 2025, $17.2 million in fiscal 2024, and $9.4 million in fiscal 2023), compensation paid to certain employees as part of an acquisition earn-out ($0.4 million in fiscal 2025, $2.2 million in fiscal 2024, and $2.3 million in fiscal 2023), loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds ($32.5 million in fiscal 2025), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), loss on sale of subsidiary ($0.8 million in fiscal 2024) and other non-core operating income and expenses.
+Added: (4) Represents corporate income taxes at a blended statutory rate of 22.3% applied to pre-tax ANI for fiscal 2025, fiscal 2024, and fiscal 2023.
+Added: The 22.3% rate is based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 1.3%.
+Added: (5) Excludes the impact of consolidating the Consolidated Funds and includes deferred incentive fees which are not included in GAAP revenues.
+Added: (6) Excludes amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($0.3 million in fiscal 2025, $(0.3) million in fiscal 2024, and $0.2 million in fiscal 2023), loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds ($32.5 million in fiscal 2025), gain associated with amounts received as part of negotiations with a third party related to certain corporate matters ($5.3 million in fiscal 2024), and loss on sale of subsidiary ($0.8 million in fiscal 2024).
Investment Performance
34 unchanged sentences
Overall performance includes all investments StepStone recommends and subsequently tracks, including advisory co-investments and infrastructure investments made prior to January 1, 2015, the performance summary of Courtland, for which the track record dates back to September 1994.
−Removed: Overall performance excludes (i) all client-direct investments, (ii) investments for which StepStone does not provide monitoring and reporting services to the client that made the investment, (iii) syndicated loan portfolio totaling $0.5 billion, and (iv) investments made by legacy private equity acquired businesses.
+Added: Overall performance excludes (i) all client-direct investments, (ii) investments that do not have client data monitored in SPI reporting, (iii) syndicated loan portfolio totaling $0.2 billion, and (iv) investments made by legacy private equity acquired businesses.
USD returns for StepStone recommended investments are calculated on a constant currency adjusted USD reporting basis converting non-USD investment cash flows and NAVs to USD using the foreign currency exchange rate corresponding to each client’s first cash flow date.
47 unchanged sentences
Investment returns are calculated on a constant currency adjusted reporting basis converting non-USD investment cash flows and NAVs to USD using the foreign currency exchange rate corresponding to each client’s first cash flow date.
−Removed: (2) Private equity includes 2,591 investments totaling $185.2 billion of capital commitments and excludes (i) two advisory co-investments, totaling $100.0 million of capital commitments, (ii) 265 client-directed private equity investments, totaling $30.8 billion of capital commitments, and (iii) investments for which StepStone does not provide monitoring and reporting services to the client that made the investment.
+Added: (2) Private equity includes 2,890 investments totaling $210.0 billion of capital commitments and excludes (i) two advisory co-investments, totaling $100.0 million of capital commitments, (ii) 236 client-directed private equity investments, totaling $32.3 billion of capital commitments, and (iii) investments that do not have client data monitored in SPI Reporting.
Private equity includes buyout, venture capital, growth equity, fund-of-funds, and energy focused strategies.
−Removed: StepStone’s venture capital and growth equity strategy is composed of a) venture capital and growth equity focused commingled funds and separately managed accounts (the “StepStone VC Platform”) and b) underlying venture capital and growth equity investments within StepStone’s broader private equity funds.
+Added: StepStone’s venture capital and growth equity strategy is composed of a) venture capital and growth equity focused commingled funds and separately managed accounts (the “StepStone VC Platform”) and b) underlying venture capital and growth equity investments within StepStone’s broader private equity accounts (“StepStone PE Accounts”).
(3) Net IRR and Net TVM are presented solely for illustrative purposes and do not represent actual returns received by any investor in any of the StepStone Funds represented above and are net of fees and expenses charged by both the underlying investment and hypothetical StepStone fees.
27 unchanged sentences
Historical performance contribution will be maintained up until the ‘liquidation’ date.
−Removed: (5) Real estate includes 481 investments totaling $78.2 billion of capital commitments and excludes (i) 87 client-directed real estate investments, totaling $13.7 billion of capital commitments, (ii) 12 secondary/co-investment core/core+ or credit investments, totaling $720.0 million of capital commitments, (iii) four advisory fund investments totaling $463.6 million of capital commitments, and (iv) investments for which StepStone does not provide monitoring and reporting services to the client that made the investment.
−Removed: (6) Infrastructure includes 271 investments totaling $54.1 billion of capital commitments and excludes (i) 11 infrastructure investments made by the Partnership prior to the formation of the infrastructure subsidiary in 2013 or made prior to StepStone’s acquisition of Courtland Partners, Ltd.
−Removed: on April 1, 2018 (the “Courtland acquisition”), totaling $501.9 million of capital commitments, (ii) 34 client-directed infrastructure investments, totaling $5.9 billion of capital commitments, and (iii) investments for which StepStone does not provide monitoring and reporting services to the client that made the investment.
+Added: (5) Real estate includes 481 investments totaling $84.6 billion of capital commitments and excludes (i) 90 client-directed real estate investments, totaling $14.6 billion of capital commitments, (ii) 18 secondary/co-investment core/core+ or credit investments, totaling $1.1 billion of capital commitments, (iii) four advisory fund investments totaling $463.6 million of capital commitments, and (iv) investments that do not have client data monitored in SPI Reporting.
+Added: (6) Infrastructure includes 298 investments totaling $63.4 billion of capital commitments and excludes (i) eight infrastructure investments made by the Partnership prior to the formation of the infrastructure subsidiary in 2013 or made prior to StepStone’s acquisition of Courtland Partners, Ltd.
+Added: on April 1, 2018 (the “Courtland acquisition”), totaling $501.9 million of capital commitments, (ii) 40 client-directed infrastructure investments, totaling $9.2 billion of capital commitments, and (iii) investments that do not have client data monitored in SPI Reporting.
(7) Co-investments include venture capital and growth equity direct investments for private equity.
(8) Private debt includes 1,033 investments totaling $54.6 billion of capital commitments and excludes (i) 43 client-directed debt investments, totaling $3.2 billion of capital commitments, (ii) 49 real estate credit investments that were recommended by Courtland Partners, Ltd.
−Removed: prior to the Courtland acquisition, totaling $5.1 billion of capital commitments), and (iii) investments for which StepStone does not provide monitoring and reporting services to the client that made the investment.
+Added: prior to the Courtland acquisition, totaling $5.1 billion of capital commitments), and (iii) investments that do not have client data monitored in SPI Reporting.
(9) Other includes mezzanine debt, collateralized loan obligations, leasing, regulatory capital, trade finance, intellectual property/royalty, real estate debt and infrastructure debt.
7 unchanged sentences
We use cash flow from operations and distributions from our investments in the StepStone Funds to pay compensation and related expenses, general and administrative expenses, income taxes, debt service, capital expenditures, dividends to our stockholders and distributions to holders of Partnership units, and to make investments in the StepStone Funds.
−Removed: We believe we will have sufficient cash to meet our obligations for the next 12 months.
+Added: We believe we will have sufficient cash flows to meet our liquidity and capital resources requirements for the next 12 months.
The accompanying consolidated cash flows include the Consolidated Funds, which activities primarily consist of raising capital from third-party investors, purchasing investments, making payment for the operating costs of the fund, generating cash flows from realized income allocations of investments and sales of investments, and making distributions to investors.
5 unchanged sentences
Net cash used in investing activities (43,475) (47,347) (30,807)
−Removed: Net cash used in financing activities (57,978) (108,021) (70,439)
+Added: Net cash provided by (used in) financing activities 87,481 (57,978) (108,021)
Effect of exchange rate changes (1,442) (3,402) (287)
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash $ 52,795 $ 12,068 $ (66,414)
+Added: Net increase in cash, cash equivalents and restricted cash $ 107,492 $ 52,795 $ 12,068
Operating Activities
1 unchanged sentence
For fiscal 2025, 2024 and 2023, respectively, these amounts primarily consisted of the following:
−Removed: • net income, after adjustments for non-cash items (including unrealized carried interest allocations, unrealized performance fee-related compensation, unrealized investment income and acquisition-related contingent consideration), of $243.9 million, $214.5 million and $222.9 million;
+Added: • net income, after adjustments for non-cash items (including unrealized mark-to-market changes in the fair value of the profits interests issued in the private wealth subsidiary, unrealized carried interest allocations, unrealized performance fee-related compensation, unrealized investment (income) loss and fair value adjustment for acquisition-related contingent consideration), of $419.3 million, $243.9 million and $214.5 million;
• net change in operating assets and liabilities of $(19.8) million, $18.8 million and $(32.6) million;
+Added: • payments made for acquisition-related contingent consideration of $51.5 million, $0 million and $0 million;
• adjustments for unrealized investment income from Consolidated Funds of $62.2 million, $26.1 million and $9.3 million;
• net purchases of investments of Consolidated Funds of $221.0 million, $75.1 million and $21.3 million;
−Removed: • net change in operating assets and liabilities of Consolidated Funds of $0.1 million, $(0.2) million and $0 million.
+Added: • net change in operating assets and liabilities of Consolidated Funds of $32 thousand, $0.1 million and $(0.2) million.
Investing Activities
1 unchanged sentence
• net contributions to investments of $42.8 million, $19.0 million and $16.4 million;
−Removed: • net contributions to investments in legacy Greenspring entities of $8.8 million, $8.8 million and $11.6 million;
+Added: • net (contributions to) distributions from investments in legacy Greenspring entities of $4.4 million, $(8.8) million and $(8.8) million;
• purchases of fixed assets of $5.1 million, $19.6 million and $5.6 million.
−Removed: • cash payments for acquisitions, net of cash acquired, of $0 million, $0 million and $181.5 million.
Financing Activities
−Removed: Financing activities used $58.0 million, $108.0 million and $70.4 million for fiscal 2024, 2023 and 2022, respectively, and primarily consisted of the following:
−Removed: • sale of non-controlling interests of $3.0 million, $0 million and $0 million;
−Removed: • proceeds from capital contributions from non-controlling interests $0 million, $0.2 million and $0.1 million;
−Removed: • net borrowings on revolving credit facility (including payment of deferred financing costs) of $50.0 million, $35.0 million and $62.6 million;
+Added: Financing activities provided (used) $87.5 million, $(58.0) million and $(108.0) million for fiscal 2025, 2024 and 2023, respectively, and primarily consisted of the following:
+Added: • net borrowings (repayments) on revolving credit facility of $(50.0) million, $50.0 million and $35.0 million;
+Added: • proceeds from issuance of notes payable of $175.0 million, $0 million and $0 million;
+Added: • deferred financing costs of $5.4 million;
+Added: $0 million and $0 million;
• purchase of non-controlling interests of $5.4 million, $0 million and $0 million;
−Removed: • payment of deferred offering costs of $0 million, $0 million and $1.7 million;
+Added: • sale of non-controlling interests of $0 million, $3.0 million and $0 million;
+Added: • redemption of redeemable non-controlling interests of $13.0 million, $0 million and $0 million;
+Added: • proceeds from capital contributions from non-controlling interests $8.8 million, $43 thousand and $0.2 million;
• distributions to non-controlling interests of $129.3 million, $97.3 million and $109.5 million;
1 unchanged sentence
• distributions to non-controlling interests in legacy Greenspring entities of $32.0 million, $9.0 million and $11.1 million;
+Added: • payments made for acquisition-related contingent consideration of $17.8 million, $0 million and $0 million;
• dividends paid to common stockholders of $75.8 million, $68.5 million and $50.0 million;
• payments for employee taxes related to the net settlement of RSUs of $1.5 million, $0.7 million and $2.7 million;
+Added: • proceeds from issuance of Class A common stock under ESPP of $2.5 million, $0 million and $0 million;
• payments to related parties under the Tax Receivable Agreements of $9.8 million, $10.3 million and $6.0 million;
+Added: • net repayments on fund credit facility of $40 thousand, $0 million and $0 million;
• contributions from redeemable non-controlling interests in Consolidated Funds of $240.3 million, $62.3 million and $22.8 million;
+Added: • redemptions of redeemable non-controlling interests in Consolidated Funds of $18.7 million, $0 million and $0 million.
+Added: Debt Obligations
Revolving Credit Facility
−Removed: We are party to a credit agreement, as amended in April 2023, with various lenders (the “Credit Agreement”) that was arranged by JPMorgan Chase Bank, N.A., as administrative agent, and provides for a $225.0 million multicurrency Revolver with a five-year maturity.
−Removed: As of March 31, 2024, we had $148.8 million outstanding on the Revolver, net of debt issuance costs.
+Added: We are party to a credit agreement, as amended and restated in May 2024 (the “Credit Agreement”), which, among other things, increased the aggregate principal amount of the commitments thereunder to $300.0 million from $225.0 million and extended the maturity date of the revolving facility to May 2029.
+Added: The Credit Agreement was arranged by JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other lenders party thereto and provides for a $300.0 million multicurrency Revolver.
Borrowings under the Revolver bear interest at a variable rate per annum.
We may designate each borrowing as (i) in the case of any borrowing in U.S.
−Removed: dollars, a base rate loan or a Term SOFR rate loan, (ii) in the case of any borrowing denominated in Euros, a EURIBOR rate loan, (iii) in the case of any borrowing denominated in British Pounds Sterling, a Sterling Overnight Index Average (“SONIA”) loan, (iv) in the case of any borrowing denominated in Swiss Francs, a Swiss Average Rate Overnight (“SARON”) loan, and (v) in the case of any borrowing denominated in Australian dollars, an AUD rate loan.
+Added: dollars, a base rate loan or a Term Secured Overnight Financing Rate (“SOFR”) rate loan, (ii) in the case of any borrowing denominated in Euros, a EURIBOR rate loan, (iii) in the case of any borrowing denominated in British Pounds Sterling, a Sterling Overnight Index Average (“SONIA”) loan, (iv) in the case of any borrowing denominated in Swiss Francs, a Swiss Average Rate Overnight (“SARON”) loan, and (v) in the case of any borrowing denominated in Australian dollars, an AUD rate loan.
Borrowings bear interest equal to (i) in the case of base rate loans, 1.00% plus the greatest of (a) the Prime Rate, (b) the New York Federal Reserve Bank Rate plus 0.50% and (c) the 1 month Term SOFR, plus 1.10%, (ii) in the case of a Term SOFR rate loan, the Term SOFR rate plus 2.10%, (iii) in the case of a EURIBOR rate loan, the EURIBOR rate multiplied by the Statutory Reserve Rate (as defined in the Credit Agreement) plus 2.00%, (iv) in the case of a SONIA loan, the Sterling Overnight Index Average plus 2.03%, (v) in the case of a SARON loan, the Swiss Average Rate Overnight plus 2.00%, and (vi) in the case of an AUD rate loan, the AUD Screen Rate (as defined in the Credit Agreement) multiplied by the Statutory Reserve Rate plus 2.20%, in certain cases subject to applicable interest rate floors.
2 unchanged sentences
Any outstanding principal amounts, together with any accrued interest thereon, shall be due and payable on the maturity date.
−Removed: The maturity date for the Revolver is September 20, 2026.
+Added: The maturity date for the Revolver is May 16, 2029.
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%.
+Added: We can use available funding capacity under the Revolver to satisfy letters of credit in amounts up to $10.0 million.
+Added: Amounts used to satisfy the letters of credit reduce the available capacity under the Revolver.
+Added: As of March 31, 2025, we had outstanding letters of credit totaling $6.5 million.
+Added: On October 22, 2024, we issued $175.0 million aggregate principal amount of our 5.52% Series A senior notes due October 22, 2029, pursuant to the Note Purchase Agreement, dated as of October 22, 2024, in a private placement exempt from registration under the Securities Act.
+Added: Interest on the Notes is payable semi-annually in arrears on April 22 and October 22 of each year, commencing on April 22, 2025.
+Added: Interest on the Notes accrues from and including October 22, 2024.
+Added: The Notes will mature on October 22, 2029.
+Added: We may, at our option, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding at a redemption price equal to 100% of the principal amount thereof plus any applicable “make-whole amount” and accrued and unpaid interest to the redemption date.
+Added: So long as no default or event of default shall have occurred and be continuing under the Note Purchase Agreement, no make-whole amount will be due if the Notes are paid on or after April 22, 2029.
+Added: Debt Obligations of Consolidated Funds
+Added: Certain Consolidated Funds may maintain revolving credit facilities that are secured by fund assets to fund investments on a short-term basis.
+Added: The debt obligations of the Consolidated Funds are non-recourse to us.
+Added: In December 2024, one of our consolidated investment funds entered into a credit agreement with Northern Trust Global Service SE (the “Fund Credit Facility”).
+Added: The Fund Credit Facility provides for a multi-currency revolving credit facility of up to $125.0 million.
+Added: Amounts drawn under the facility must be repaid within 180 days.
+Added: As of March 31, 2025, there were no outstanding borrowings on the Fund Credit Facility.
+Added: Borrowings under the Fund Credit Facility bear interest at a variable rate per annum.
+Added: Borrowings in USD will bear interest at the applicable federal funds target rate (upper range) plus a margin of 250 basis points.
+Added: Borrowings in GBP will bear interest at the Bank of England base rate plus a margin of 250 basis points.
+Added: Borrowings in EUR will bear interest at the European Central Bank main refinancing rate plus a margin of 250 basis points.
+Added: Debt Covenants
Under the terms of the Credit Agreement, certain of our assets serve as pledged collateral.
5 unchanged sentences
make certain investments;
−Removed: pay dividends or make distributions;
+Added: pay dividends or make distributions in certain circumstances;
engage in new or different lines of business;
−Removed: and engage in transactions with affiliates.
+Added: and engage in certain transactions with affiliates.
The Credit Agreement also contains financial covenants requiring us to maintain a total net leverage ratio, and a minimum total of fee-earning assets under management.
−Removed: As of March 31, 2024, we were in compliance with the total net leverage ratio and minimum fee-earning assets under management covenants.
−Removed: We can use available funding capacity under the Revolver to satisfy letters of credit in amounts up to $10.0 million.
−Removed: Amounts used to satisfy the letters of credit reduce the available capacity under the Revolver.
−Removed: As of March 31, 2024, we had outstanding letters of credit totaling $6.5 million.
−Removed: On May 16, 2024, the Partnership (the “Borrower”), our subsidiary, entered into an amended and restated credit agreement, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other lenders party thereto (the “A&R Credit Agreement”).
−Removed: The A&R Credit Agreement amends and restates the certain Credit Agreement, dated as of September 20, 2021, by and among us, as initial borrower, the Borrower, as subsequent borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other lenders party thereto, as amended by Amendment No.
−Removed: 1 to the credit agreement, dated as of April 17, 2023.
−Removed: The A&R Credit Agreement provides for certain modifications to the Credit Agreement, including increasing the aggregate principal amount of the commitments thereunder to $300 million (as such amount may be later increased from time to time in accordance with the terms of the A&R Credit Agreement), extending the maturity date of the revolving facility to 2029, and certain other changes as set forth therein.
+Added: The Note Purchase Agreement contains certain covenants, including those requiring us to (a) maintain a total net leverage ratio, (b) maintain a minimum total of fee-earning assets under management, (c) cause at least 80% of all management fees payable by material subsidiaries to us to be collected each period without deferral, waiver or reduction, (d) limit the amount of secured indebtedness to be incurred by us, and (e) other customary covenants.
+Added: The Note Purchase Agreement also provides for customary events of default, which, if any occur and is continuing, could permit or require the entire unpaid principal amount of any or all Notes, plus all accrued and unpaid interest thereon and any applicable “make-whole amount” to become or to be declared due and payable immediately.
+Added: Under the terms of the Fund Credit Facility, certain of the assets of the Consolidated Funds serve as pledged collateral.
+Added: In addition, the Fund Credit Facility contains covenants that, among other things:
+Added: limit the ability of the fund to incur indebtedness;
+Added: create, incur or allow liens;
+Added: and other customary covenants.
+Added: 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.
+Added: As of March 31, 2025, we were in compliance with the covenants under our various debt agreements.
Equity Transactions
−Removed: In September 2023, we issued 105,598 shares of Class A common stock to certain limited partners of the Partnership in exchange for 105,598 Class B units pursuant to the Class B Exchange Agreement.
+Added: In June 2024, we issued 1,731,807 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,731,807 Class B units of the Partnership pursuant to the Class B Exchange Agreement.
A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
−Removed: On the same date, we also issued 551,954 shares of Class A common stock to certain limited partners of the Partnership in exchange for 551,954 Class C units pursuant to the Class C Exchange Agreement and a corresponding number of Class A units of the Partnership were issued to us.
−Removed: In March 2024, we issued 1,283,584 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,283,584 Class B units pursuant to the Class B Exchange Agreement.
+Added: We also issued 71,766 shares of Class A common stock to certain limited partners of the Partnership in exchange for 71,766 Class C units of the Partnership pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the partnership were issued to us.
+Added: In September 2024, we conducted an underwritten public offering of 4,099,997 shares of Class A common stock at a public offering price of $50.00 per share.
+Added: We used all of the net proceeds from the offering, after underwriting discounts and commissions and expenses, to purchase (i) 300,000 shares of our Class A common stock from certain selling stockholders, (ii) 3,094,981 Class B units of the Partnership from certain holders thereof, including certain of our directors and executive officers, and (iii) 705,016 Class C units of the Partnership from certain holders thereof.
+Added: 3,094,981 shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and 3,799,997 Class A units of the Partnership were issued to us.
+Added: Also in September 2024, we issued 312,112 shares of Class A common stock to certain limited partners of the Partnership in exchange for 312,112 Class B units of the Partnership pursuant to the Class B Exchange Agreement.
A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
−Removed: On the same date, we also issued 109,919 shares of Class A common stock to certain limited partners of the Partnership in exchange for 109,919 Class C units pursuant to the Class C Exchange Agreement and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 34,027 shares of Class A common stock to certain limited partners of the Partnership in exchange for 34,027 Class C units of the Partnership pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the partnership were issued to us.
+Added: In December 2024, we issued 2,354,788 shares of Class A common stock to certain limited partners of the Partnership in exchange for 2,354,788 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.
+Added: A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 75,642 shares of Class A common stock to certain limited partners of the Partnership in exchange for 75,642 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 729,449 shares of Class A common stock to certain limited partners of the Partnership in exchange for 729,449 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
+Added: In March 2025, we issued 470,300 shares of Class A common stock to certain limited partners of the Partnership in exchange for 470,300 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.
+Added: A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us.
+Added: We also issued 171,905 shares of Class A common stock to certain limited partners of the Partnership in exchange for 171,905 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
Future Sources and Uses of Liquidity
1 unchanged sentence
We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents, and our ability to obtain future financing.
−Removed: Dividend and Distribution Policy
On May 22, 2025, we announced a quarterly cash dividend of $0.24 per share of Class A common stock and a supplemental cash dividend of $0.40 per share of Class A common stock, both payable on June 30, 2025 to holders of record as of the close of business on June 13, 2025.
5 unchanged sentences
Dividend Payment Date Dividend Per Share of Class A Common Stock
−Removed: First quarter July 15, 2021 $ 0.07
+Added: First quarter June 30, 2022 $ 0.20
Second quarter September 15, 2022 0.20
3 unchanged sentences
First quarter June 30, 2023 $ 0.20
+Added: Supplemental 2
+Added: June 30, 2023 0.25
Second quarter September 15, 2023 0.21
11 unchanged sentences
(1) Dividends paid, as reported in this table, relate to the preceding quarterly period in which they were earned.
−Removed: (2) The supplemental cash dividend relates to earnings in respect of our full fiscal year 2023.
+Added: (2) The supplemental cash dividend relates to earnings in respect of our full fiscal years 2023 and 2024, respectively.
We may pay additional dividends to holders of our Class A common stock in the future.
3 unchanged sentences
Tax Receivable Agreements
−Removed: We have entered into an Exchanges Tax Receivable Agreement with the Class B limited partners and Class C limited partners, and a Reorganization Tax Receivable Agreement with certain pre-IPO institutional investors (collectively, the “Tax Receivable Agreements”).
+Added: We have entered into an Exchanges Tax Receivable Agreement with the Class B limited partners, Class C limited partners, and Class D limited partners and a Reorganization Tax Receivable Agreement with certain pre-IPO institutional investors (collectively, the “Tax Receivable Agreements”).
The Tax Receivable Agreements provide for payment by SSG to these partners and pre-IPO institutional investors of the Partnership of 85% of the amount of the net cash tax savings, if any, that SSG realizes (or, under certain circumstances, is deemed to realize) as a result of increases in tax basis (and utilization of certain other tax benefits) resulting from (i) SSG’s acquisition of such partner’s and institutional investor’s Partnership units and (ii) in the case of the Exchanges Tax Receivable Agreement, any payments SSG makes under the Exchanges Tax Receivable Agreement (including tax benefits related to imputed interest).
−Removed: SSG will retain the benefit of the remaining 15% of these net cash tax savings under both Tax Receivable Agreements.
+Added: SSG will retain the benefit of the remaining 15% of these net cash tax savings under the Tax Receivable Agreements.
Capital Requirements of Regulated Entities
4 unchanged sentences
As of March 31, 2025, we were required to maintain approximately $25.1 million in net capital at these subsidiaries and were in compliance with all regulatory minimum net capital requirements.
+Added: Option Agreement Payment
+Added: In November 2022, we entered into arrangements with the SPW management team (the “Private Wealth Transaction”) under which certain members of the SPW team received a profits interest in SPW and concurrently entered into an option agreement which provides that (i) we have the right to acquire the profits interest at the end of any fiscal quarter after June 30, 2027 in exchange for payment of a call price and (ii) the SPW management team, through an entity named CH Equity Partners, LLC, has the right to put the profits interest to us on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price.
+Added: The applicable call or put price is, in certain circumstances, subject to an earn-out or earn-down.
+Added: The call or put price will be payable in cash unless we elect to pay up to 75% of the consideration in units of the Partnership, each to be exchangeable into shares of our Class A common stock, and, in either case, rights under one or more tax receivable agreements.
+Added: As of March 31, 2025, based on the fair value of the liability classified awards, the estimated minimum and maximum amount of cash that would be potentially payable to settle the liability under the Private Wealth Transaction was $165.3 million and $661.1 million, respectively.
+Added: The assumptions used in the fair value analysis are inherently subjective;
+Added: therefore, the ultimate settlement amount for the liability classified awards may differ materially from the current estimate.
Contractual Obligations and Commitments
4 unchanged sentences
$ 150,170 $ 17,028 $ 29,332 $ 31,502 $ 72,308
−Removed: Contingent earn-out payments (2)
−Removed: 53,449 53,449 — — —
Debt obligations (2)
10 unchanged sentences
The table only includes guaranteed minimum lease payments under these agreements, including leases signed but not yet commenced at the period end, and does not project other lease-related payments.
−Removed: (2) In September 2021, we completed the acquisition of 100% of Greenspring.
−Removed: The transaction agreement provides for the payment of an earn-out of up to $75 million that is payable in 2025 subject to the achievement of certain management fee revenue targets for calendar year 2024.
−Removed: Future cash payments represent the fair values as of March 31, 2024.
−Removed: See note 6 to our consolidated financial statements included elsewhere in this annual report for more information on contingent consideration liabilities.
−Removed: (3) Debt obligations presented in the table relate to the Revolver, which has a maturity date of September 20, 2026.
−Removed: The balance outstanding under the Revolver as of March 31, 2024 has been presented as an obligation payable in the years
−Removed: 1-3 column as there are no scheduled or required principal payments on the Revolver until the maturity date on September 20, 2026.
−Removed: (4) Interest on debt obligations consists of projected future interest payments for amounts drawn on the Revolver using interest rates in effect as of March 31, 2024, which has been calculated assuming no additional principal payments will be made and the outstanding balance will be held until its final maturity date.
−Removed: These projected interest payments may differ in the future based on the balance outstanding on the Revolver, as well as changes in market interest rates.
+Added: (2) Debt obligations presented in the table relate to the Revolver and Notes, which have maturity dates of May 16, 2029 and October 22, 2029, respectively.
+Added: The balance outstanding under the Revolver as of March 31, 2025 has been presented as an obligation payable in the years 3-5 column as there are no scheduled or required principal payments on the Revolver until the maturity date on May 16, 2029.
+Added: The balance outstanding under the Notes as of March 31, 2025 has been presented as an obligation payable in the years 3-5 column as there are no scheduled or required principal payments on the Notes until the maturity date on October 22, 2029.
+Added: (3) Interest on debt obligations consists of projected future interest payments for amounts drawn on the Revolver using interest rates in effect as of March 31, 2025 and semi-annual interest payments for the aggregate principal amount of the Notes using the coupon rate of 5.52%, which has been calculated assuming no additional principal payments will be made and the outstanding balance will be held until its final maturity date.
+Added: These projected interest payments may differ in the future based on the balances outstanding on the Revolver and Notes, respectively, as well as changes in market interest rates for the Revolver.
(4) Capital commitments represent our obligations to provide general partner capital funding to the StepStone Funds.
57 unchanged sentences
Management fees are reflected net of certain professional and administrative services and distribution and servicing fees paid to third parties for which we are acting as an agent.
−Removed: Management fees include income-based incentive fees, which are based on net investment income of certain funds that are regulated as a business development company (“BDC”).
−Removed: Capital gains-based incentive fees from BDC funds are recognized as performance fees.
+Added: Management fees include income-based incentive fees, which are based on net investment income of certain funds.
Performance Fees
19 unchanged sentences
We do not hold any direct economic interests in the legacy Greenspring general partner entities and thus are not entitled to any carried interest allocation from the legacy funds.
−Removed: All of the carried interest allocations in respect of the legacy Greenspring funds are payable to employees who are considered affiliates to us and are therefore reflected as legacy Greenspring performance fee-related compensation in the consolidated statements of income.
+Added: All of the carried interest allocations in respect of the legacy Greenspring funds are payable to employees who are considered affiliates to us and are therefore reflected as legacy Greenspring performance fee-related compensation in the consolidated statements of income (loss).
We recognize revenue attributable to carried interest allocations from a fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date.
24 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.
−Removed: We consider our cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, revolving credit facility, and contingent consideration balance to be financial instruments.
+Added: We consider our cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, notes payable, revolving credit facility, and contingent consideration balance to be financial instruments.
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.
−Removed: See note 6 to our consolidated financial statements for additional details regarding the fair value of our contingent consideration balance and note 9 for additional details regarding the fair value of our revolving credit facility balance.
+Added: See note 6 to our consolidated financial statements for additional details regarding the fair value of our contingent consideration balance and note 9 for additional details regarding the fair value of our notes payable and revolving credit facility balances.
Equity-Based Compensation
−Removed: We account for grants of equity-based awards, including RSUs, to certain employees and directors at fair value as of the grant date.
−Removed: We recognize non-cash compensation expense attributable to these grants on a straight-line basis over the requisite service period, which is generally the vesting period.
−Removed: Expense related to grants of equity-based awards is recognized as equity-based compensation expense in the consolidated statements of income.
−Removed: The fair value of RSUs is determined by the closing stock price on the grant date.
+Added: We account for grants of equity-based awards, including service-based RSUs and performance-based RSUs (“PRSUs”), to certain employees and directors at fair value as of the grant date.
+Added: We recognize non-cash compensation expense attributable to these grants on a straight-line basis over the requisite service and performance period, which is generally the vesting period.
+Added: 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.
+Added: Expense related to grants of equity-based awards is recognized as equity-based compensation expense in the consolidated statements of income (loss).
+Added: The fair value of RSUs and PRSUs is determined by the closing stock price on the grant date.
Forfeitures of equity-based awards are recognized as they occur.
Awards classified as liabilities are remeasured at the end of each reporting period until settlement.
+Added: 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 to our consolidated financial statements for additional information regarding our accounting for equity-based awards.
4 unchanged sentences
Carry awards to employees and other participants are accounted for as a component of compensation and benefits expense in conjunction with our recognition of the related realized and unrealized carried interest allocation revenue and, until paid, is recorded as accrued carried interest-related compensation in the consolidated balance sheets.
−Removed: Performance fee-related compensation also includes the portion of carried interest-related compensation expense attributable to equity holders of our consolidated subsidiaries that are not 100% owned by us.
Upon a reversal of carried interest allocation revenue, the related compensation expense, if any, is also reversed.
2 unchanged sentences
The incentive fee-related compensation accrual is based on a number of factors, including the cumulative activity for the period and the distribution of the net proceeds in accordance with the applicable governing agreement.
+Added: On April 1, 2024, certain of our non-wholly owned subsidiaries underwent transactions to effect unitization of the outstanding limited partnership interests, including the class of interests relating to awards of carried interest allocations granted to employees, to combine into a single class of limited partnership interests and redesignated into units.
+Added: The class of interests relating to awards of carried interest allocations granted to employees were previously presented as carried interest-related compensation expense.
SSG is a corporation for U.S.
9 unchanged sentences
income taxes.
−Removed: Additionally, certain subsidiaries are subject to local jurisdiction taxes at the entity level, which are reflected within income tax expense in the consolidated statements of income.
+Added: Additionally, certain subsidiaries are subject to local jurisdiction taxes at the entity level, which are reflected within income tax expense in the consolidated statements of income (loss).
As a result, the Partnership does not record U.S.
14 unchanged sentences
If upon performance of an assessment pursuant to this subtopic, management determines that uncertainties in tax positions exist that do not meet the minimum threshold for recognition of the related tax benefit, a liability is recorded in the consolidated financial statements.
−Removed: We recognize interest and penalties, if any, related to unrecognized tax benefits as interest expense and general, administrative and other expenses, respectively, in the consolidated statements of income.
+Added: We recognize interest and penalties, if any, related to unrecognized tax benefits as interest expense and general, administrative and other expenses, respectively, in the consolidated statements of income (loss).
See note 11 to our consolidated financial statements for more information.
4 unchanged sentences
Tax Receivable Agreements
−Removed: The Tax Receivable Agreements provide for payment by SSG to the Class B limited partners, Class C limited partners and pre-IPO institutional investors of the Partnership of 85% of the amount of the net cash tax savings, if any, that SSG realizes (or, under certain circumstances, is deemed to realize) as a result of increases in tax basis (and utilization of certain other tax benefits) resulting from (i) SSG’s acquisition of such partners’ and institutional investors’ Partnership units and (ii) in the case of the Exchanges Tax Receivable Agreement, any payments SSG makes under the Exchanges Tax Receivable Agreement (including tax benefits related to imputed interest).
−Removed: SSG will retain the benefit of the remaining 15% of these net cash tax savings under both Tax Receivable Agreements.
−Removed: In connection with the Greenspring acquisition, the sellers receiving Class C units of the Partnership became parties to the Exchanges Tax Receivable Agreement and in connection with the closings under the Transaction Agreements for SRE and SRA, the sellers receiving Class D units of the Partnership will become parties to the Exchanges Tax Receivable Agreement.
−Removed: See notes 14 and 15 to our consolidated financial statements for more information.
+Added: The Tax Receivable Agreements provide for payment by SSG to the Class B limited partners, Class C limited partners, Class D limited partners and pre-IPO institutional investors of the Partnership of 85% of the amount of the net cash tax savings, if any, that SSG realizes (or, under certain circumstances, is deemed to realize) as a result of increases in tax basis (and utilization of certain other tax benefits) resulting from (i) SSG’s acquisition of such partners’ and institutional investors’ Partnership units and (ii) in the case of the Exchanges Tax Receivable Agreement, any payments SSG makes under the Exchanges Tax Receivable Agreement (including tax benefits related to imputed interest).
+Added: SSG will retain the benefit of the remaining 15% of these net cash tax savings under the Tax Receivable Agreements.
+Added: In connection with the Greenspring acquisition, the sellers receiving Class C units of the Partnership became parties to the Exchanges Tax Receivable Agreement and in connection with the closings under the Transaction Agreements for SRA and SRE, the sellers receiving Class D units of the Partnership became parties to the Exchanges Tax Receivable Agreement.
+Added: See note 14 to our consolidated financial statements for more information.
Recent Accounting Developments
1 unchanged sentence
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.