What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-05-23 compared with 2024-05-24 · 345 added, 295 removed, 1250 unchanged (34% of the section changed)

33 unchanged sentences

Description of the Matter The Company has investments in funds of $183.7 million and accrued carried interest allocations of $1,495.7 million as of March 31, 2025.

As discussed in Notes 2 and 5 to the consolidated financial statements, a significant input to the measurement of the Company’s investments in funds and accrued carried interest allocations is management’s estimate of the fair value of the underlying investments held by the StepStone Funds, specifically co-investment funds which invest in portfolio companies that are valued using significant unobservable inputs.

Auditing management’s determination of the fair value of the co-investment fund investments that are valued using significant unobservable inputs involved a high degree of auditor subjectivity because these investments exhibit higher estimation uncertainty.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s investment valuation process for the co-investment fund investments.

This included management’s review controls over the assessment of the valuation techniques and significant unobservable inputs used to estimate the fair value of the co-investment fund investments and management’s review of the completeness and accuracy of the data used in these estimates.

Our audit procedures included, among others, evaluating, on a sample basis, the valuation techniques and significant unobservable inputs used by the Company in valuing the co-investment fund investments and testing, on a sample basis, the mathematical accuracy of the related valuation models.

For example, for a sample of co-investment fund investments, we performed procedures to evaluate the significant unobservable inputs such as the selected earnings before interest, taxes, depreciation and amortization multiples or revenue multiples that were derived from comparable companies.

As discussed in Notes 2 and 5 to the consolidated financial statements, a significant input to the measurement of the Company’s investments in funds and accrued carried interest allocations is management’s estimate of the fair value of investments held by the StepStone Funds, specifically investments that are valued using significant unobservable inputs classified as Level III within the fair value hierarchy.

Auditing management’s determination of the fair value of Level III investments involved a high degree of auditor subjectivity because these investments exhibit higher estimation uncertainty.

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

This included management’s review controls over the assessment of the valuation techniques and significant unobservable inputs used to estimate the fair value and management’s review of the completeness and accuracy of the data used in these estimates.

Our audit procedures included, among others, evaluating, on a sample basis, the valuation techniques and significant unobservable inputs used by the Company and testing the mathematical accuracy of the related valuation models.

For example, for a sample of Level III fund investments, we performed procedures to evaluate the significant unobservable inputs such as the selected earnings before interest, taxes, depreciation and amortization multiples or revenue multiples that were derived from comparable companies.

These procedures included assessing management’s determination of the comparable companies, and, where applicable, comparing the selected multiples to market observed transactions of such companies.

We searched for and evaluated information that corroborated or contradicted the significant unobservable inputs.

We considered and evaluated information that corroborated or contradicted the significant unobservable inputs or concluded fair value.

We also evaluated subsequent events and transactions and considered whether they corroborated or contradicted the year-end valuations.

In addition, we involved more senior, more experienced audit team members to perform audit procedures.

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

/s/ Ernst & Young LLP

70 unchanged sentences

Additional paid-in capital 421,057 310,293

Retained earnings 13,768 160,430

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

Accumulated other comprehensive income 728 304

70 unchanged sentences

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

Legacy Greenspring investment income (loss) (1)

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 )

Income tax expense 27,576 3,821 28,300

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

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

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

( 1,185 ) ( 9,087 ) ( 44,075 )

26 unchanged sentences

Comprehensive income attributable to non-controlling interests in subsidiaries 79,840 36,912 34,856

Comprehensive income (loss) attributable to non-controlling interests in legacy Greenspring entities ( 9,087 ) ( 44,075 ) 32,586

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

Comprehensive income (loss) attributable to non-controlling interests in the Partnership ( 125,615 ) 59,805 ( 19,925 )

9 unchanged sentences

Balance at March 31, 2022 $ 61 $ 48 $ 587,243 $ 229,615 $ 658 $ 32,063 $ 194,480 $ 780,162 $ 1,824,330

Net income — — — 193,885 — 26,608 32,586 231,202 484,281

Other comprehensive income — — — — 449 838 — 407 1,694

Net income (loss) — — — ( 18,398 ) — 35,194 ( 44,075 ) ( 19,772 ) ( 47,051 )

Other comprehensive loss — — — — ( 196 ) ( 338 ) — ( 153 ) ( 687 )

Contributed capital — — — — — 142 13,387 37 13,566

1 unchanged sentence

Distributions — — — — — ( 31,070 ) ( 11,134 ) ( 78,439 ) ( 120,643 )

Purchase of non-controlling interests — — ( 657 ) — — ( 1,502 ) — ( 887 ) ( 3,046 )

Dividends declared — — — ( 50,787 ) — — — — ( 50,787 )

Vesting of RSUs 1 — ( 1 ) — — — — — —

Class A common stock issued for Greenspring acquisition 13 — 267,842 — — — — 290,743 558,598

Class C Partnership units issued for Greenspring acquisition — — 64,847 — — — — 70,392 135,239

Exchange of Class B units for Class A common stock and redemption of corresponding Class B common shares 9 ( 9 ) ( 9 ) — — — — — ( 9 )

Initial consolidation of legacy Greenspring general partner entities — — — — — — 158,142 — 158,142

Deferred offering costs — — ( 357 ) — — — — ( 296 ) ( 653 )

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

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

Equity reallocation between controlling and non-controlling interests — — 19,546 — ( 1 ) 1 — ( 19,546 ) —

10 unchanged sentences

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

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

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

1 unchanged sentence

— — 132,560 — — — — — 132,560

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

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

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

4 unchanged sentences

(in thousands)

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

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

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

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

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

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

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

3 unchanged sentences

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

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

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

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

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

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

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

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

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

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

1 unchanged sentence

— — 5,950 — — — — — 5,950

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

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

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

11 unchanged sentences

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

Unrealized legacy Greenspring carried interest allocations and investment (income) loss 149,293 577,484 ( 119,698 )

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

Unrealized performance fee-related compensation 94,272 74,694 ( 119,039 )

6 unchanged sentences

Loss on sale of subsidiary — 812 —

Payments for acquisition-related contingent consideration ( 51,456 ) — —

Other non-cash activities 103 579 40

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

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

Unrealized investment income of Consolidated Funds ( 62,192 ) ( 26,147 ) ( 9,312 )

18 unchanged sentences

Distributions received from investments in legacy Greenspring entities 24,035 3,688 4,563

Cash paid for Greenspring acquisition, net of cash acquired — — ( 181,529 )

Purchases of property and equipment ( 5,100 ) ( 19,607 ) ( 5,627 )

9 unchanged sentences

Proceeds from capital contributions from non-controlling interests $ 8,776 $ 43 $ 179

Purchase of non-controlling interests ( 5,398 ) — —

Redemption of redeemable non-controlling interests ( 12,968 ) — —

Proceeds from sale of non-controlling interests — 3,045 —

Proceeds from revolving credit facility 125,000 50,000 35,000

Proceeds from issuance of Class A common stock of shares under ESPP 2,521 — —

Proceeds from issuance of notes payable 175,000 — —

Deferred financing costs ( 5,401 ) — —

Purchase of non-controlling interests — — ( 3,046 )

Payment of deferred offering costs — — ( 1,732 )

Payments on revolving credit facility ( 175,000 ) — —

2 unchanged sentences

Distributions to non-controlling interests in legacy Greenspring entities ( 31,971 ) ( 8,989 ) ( 11,134 )

Payments for acquisition-related contingent consideration ( 17,769 ) — —

Dividends paid to common stockholders ( 75,840 ) ( 68,474 ) ( 49,973 )

3 unchanged sentences

Cash flows from financing activities of Consolidated Funds:

Proceeds from borrowings on fund credit facility 7,872 — —

Payments on fund credit facility ( 7,912 ) — —

Contributions from redeemable non-controlling interests in Consolidated Funds 240,256 62,255 22,754

Net cash used in financing activities ( 57,978 ) ( 108,021 ) ( 70,439 )

Redemptions of redeemable non-controlling interests in Consolidated Funds ( 18,713 ) — —

Net cash provided by (used in) financing activities 87,481 ( 57,978 ) ( 108,021 )

Effect of foreign currency exchange rate changes ( 1,442 ) ( 3,402 ) ( 287 )

Net increase (decrease) in cash, cash equivalents and restricted cash 52,795 12,068 ( 66,414 )

Net increase in cash, cash equivalents and restricted cash 107,492 52,795 12,068

Cash, cash equivalents and restricted cash at beginning of period 182,312 129,517 117,449

9 unchanged sentences

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

Class A common stock issued for Greenspring acquisition — — 558,598

Class C Partnership units issued for Greenspring acquisition — — 135,239

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

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

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

Reconciliation of cash, cash equivalents and restricted cash:

8 unchanged sentences

StepStone Group Inc.

(“SSG”) was incorporated in the state of Delaware on November 20, 2019.

The company was formed for the purpose of conducting the business of StepStone Group LP (the “Partnership”) as a publicly-traded entity.

(“SSG”) was incorporated in the state of Delaware on November 20, 2019 and, following its initial public offering in 2020, acts as a holding company for StepStone Group LP (the “Partnership”).

SSG is the sole managing member of StepStone Group Holdings LLC (the “General Partner”), the general partner of the Partnership.

5 unchanged sentences

The Company, through its subsidiaries, acts as the investment advisor and general partner or managing member to separately managed accounts (“SMAs”) and focused commingled funds (collectively, the “StepStone Funds”).

SSG is holding company whose principal asset is a controlling financial interest in the Partnership through its ownership of all of the Partnership’s Class A units and 100 % of the membership interests in the General Partner of the Partnership.

SSG is a holding company whose principal asset is a controlling financial interest in the Partnership through its ownership of all of the Partnership’s Class A units and 100 % of the membership interests in the General Partner of the Partnership.

SSG acts as the sole managing member of the General Partner of the Partnership and, as a result, indirectly operates and controls all of the Partnership’s business and affairs.

As a result, SSG consolidates the financial results of the Partnership and reports non-controlling interests related to the Class B and Class C units of the Partnership which are not owned by SSG.

As a result, SSG consolidates the financial results of the Partnership and reports non-controlling interests related to the Class B, Class C and Class D units of the Partnership which are not owned by SSG.

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

1 unchanged sentence

As of March 31, 2025, SSG held approximately 64.6 % of the economic interest in the Partnership.

As the Partnership’s limited partners exchange their Class B and Class C units into SSG’s Class A common stock in the future, SSG’s economic interest in the Partnership will increase relative to that of the Class B and Class C unitholders.

As the Partnership’s limited partners exchange their Class B, Class C and Class D units into SSG’s Class A common stock in the future, SSG’s economic interest in the Partnership will increase relative to that of the Class B, Class C and Class D unitholders.

Summary of Significant Accounting Policies

36 unchanged sentences

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

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

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

accordingly, the Company consolidates these entities.

3 unchanged sentences

In connection with the acquisition of Greenspring Associates Inc.

and certain of its affiliates (“Greenspring”) that was completed on September 20, 2021 (“Greenspring Acquisition”), the Company, indirectly through its subsidiaries, became the sole and/or managing member of certain entities, each of which is the general partner of an investment fund (“legacy Greenspring general partner entities”).

and certain of its affiliates (“Greenspring”) that was completed on September 20, 2021 (the “Greenspring acquisition”), the Company, indirectly through its subsidiaries, became the sole and/or managing member of certain entities, each of which is the general partner of an investment fund (“legacy Greenspring general partner entities”).

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

8 unchanged sentences

Non-controlling interests are presented as separate components of stockholders’ equity on the Company’s consolidated balance sheets to clearly distinguish between the Company’s interests and the economic interests of third parties and employees in those entities.

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

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

See note 14 for more information on ownership interests in the Company.

2 unchanged sentences

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

Non-controlling interests in subsidiaries represent the economic interests in SRA, SRE, and SPD (the variable interest entities included in the Company’s consolidated financial statements) held by third parties and employees in those entities.

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.

Non-controlling interests in the Partnership represent the economic interests related to the Class B and Class C units of the Partnership which are not owned by SSG.

Non-controlling interests in the Partnership represent the economic interests related to the Class B, Class C and Class D units of the Partnership which are not owned by SSG.

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.

2 unchanged sentences

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

Redeemable non-controlling interests in subsidiaries represent the redeemable economic interests in SRA, SRE, and SPD held by third parties and employees in those entities that were established in connection with the Transaction Agreements as described in note 14.

Redeemable non-controlling interests in subsidiaries represent the redeemable economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees in those entities that were established in connection with the Transaction Agreements as described in note 14.

Redeemable 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.

11 unchanged sentences

Current Events

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.

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.

The Company is 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 assess the impact on financial markets and the Company’s business.

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

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

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

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

on certain imports.

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

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

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

35 unchanged sentences

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

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

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

See note 6 for additional details regarding the fair value of the Company’s contingent consideration obligation balance and see note 9 for additional details regarding the fair value of the Company’s revolving credit facility balance.

StepStone Group Inc.

13 unchanged sentences

The Company has retained the specialized investment company accounting for the Consolidated Funds under GAAP.

Investments of the Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in fair value is recognized in the consolidated statements of income.

Investments of the Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in fair value is recognized in the consolidated statements of income (loss).

In addition, the Consolidated Funds do not consolidate their majority-owned and controlled investments in underlying portfolio companies.

9 unchanged sentences

The Company’s lease terms may include options to extend or terminate the lease, which are included in the measurement of ROU assets and lease liabilities when it is reasonably certain that the Company will exercise those options.

Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term in general, administrative and other expenses in the consolidated statements of income.

Minimum lease payments for leases with an initial term of twelve months or less are not recorded in the consolidated balance sheets.

5 unchanged sentences

Property and equipment primarily consist of leasehold improvements, furniture, equipment, computer hardware and software and are stated at cost, less accumulated depreciation and amortization, with the net carrying amount included in other assets and receivables in the consolidated balance sheets.

Property and equipment are depreciated over their estimated useful lives using the straight-line method, and the corresponding depreciation expense is included in general, administrative and other expenses in the consolidated statements of income.

Property and equipment are depreciated over a period of five to seven years .

8 unchanged sentences

dollar denominated entities are included in other comprehensive income (loss) within the consolidated financial statements until realized.

Gains and losses resulting from foreign-currency transactions denominated in a currency other than an entity’s functional currency are reported in other income (loss) in the consolidated statements of income.

These transaction gains (losses) totaled $( 0.4 ) million, $( 1.4 ) million and $( 1.6 ) million for the years ended March 31, 2025, 2024 and 2023, respectively.

4 unchanged sentences

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

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

Intangibles and Goodwill

26 unchanged sentences

asset management services, advisory services and/or the arrangement of administrative services.

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”).

Capital gains-based incentive fees from BDC funds are recognized as performance fees.

There have been no capital-gains based incentive fees recognized to date.

Management fees include income-based incentive fees, which are based on net investment income of certain funds.

The Company recognizes revenues from asset management services and advisory services when control of the promised services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services.

22 unchanged sentences

For reimbursable employee travel costs, the Company concluded it controls the services provided by its employees and, therefore, is acting as principal.

Accordingly, the Company records the reimbursement for these costs incurred on a gross basis – that is, as revenue in management and advisory fees, net and expense in general, administrative and other expenses in the consolidated statements of income.

For reimbursable costs incurred in connection with satisfying its performance obligations for administration services, the Company concluded it does not control the services provided by other third parties and, therefore, is acting as agent.

24 unchanged sentences

The Company does not hold any direct economic interests in the legacy Greenspring general partner entities and thus is not entitled to any carried interest allocation from the legacy funds.

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

StepStone Group Inc.

12 unchanged sentences

Compensation and Benefits

Cash-based compensation expense primarily includes salaries, bonuses, employee benefits and employer-related payroll taxes.

Cash-based compensation expense primarily includes salaries, bonuses, employee benefits, cash-based incentive awards and employer-related payroll taxes.

Bonuses are accrued over the service period in which they are earned.

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

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

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

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

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

The Company accounts for grants of equity-based awards, including restricted stock units (“RSUs”), to certain employees and directors at fair value as of the grant date.

The Company recognizes non-cash compensation expense attributable to these grants on a straight-line basis over the requisite service period, which is generally the vesting period.

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

The fair value of RSUs is determined by the closing stock price on the grant date.

The Company accounts for grants of equity-based awards, including service-based restricted stock units (“RSUs”) and performance-based RSUs (or “PRSUs”), to certain employees and directors at fair value as of the grant date.

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

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

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

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.

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

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

6 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.

Carried interest-related compensation expense also includes the portion of net carried interest allocation revenue attributable to equity holders of the Company’s consolidated subsidiaries that are not 100% owned.

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 in accordance with the applicable governing agreement.

On April 1, 2024, certain of the Company’s 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.

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.

23 unchanged sentences

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

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

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.

Fiscal 2025 reflects a non-operating loss associated with payment made in connection with a secondary transaction executed by one of our private wealth funds of $ 32.5 million.

SSG is a corporation for U.S.

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income taxes.

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.

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.

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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.

The Company recognizes 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.

See note 11 for more information.

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Tax Receivable Agreements

SSG has entered into an Exchanges Tax Receivable Agreement (the “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”).

SSG has entered into an Exchanges Tax Receivable Agreement (the “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 such 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).

SSG will retain the benefit of the remaining 15 % of these net cash tax savings under both Tax Receivable Agreements.

See notes 14 and 15 for more information.

SSG will retain the benefit of the remaining 15 % of these net cash tax savings under the Tax Receivable Agreements.

See note 14 for more information.

Accumulated Other Comprehensive Income

5 unchanged sentences

Accumulated other comprehensive income

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

The Company’s chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes a consolidated approach to assess the performance of and allocate resources to the business.

Accordingly, management has concluded that the Company consists of a single operating segment and single reportable segment for accounting and financial reporting purposes.

StepStone Group Inc.

1 unchanged sentence

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

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

Accordingly, management has concluded that the Company consists of a single operating segment and single reportable segment for accounting and financial reporting purposes.

See note 17 for more information.

Concentrations of Risk

11 unchanged sentences

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

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which amends current guidance to provide optional practical expedients and exceptions, if certain criteria are met, for applying GAAP to contracts, hedging relationships and other transactions that are affected by the reference rate reform.

The expedients and exceptions in this update apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”).

Initially the update did not apply to contract modifications or hedging relationships entered into after December 31, 2022, but in December 2022, the FASB issued ASU 2022-06, which defers the sunset date for applying reference rate reform relief in ASC 848 to December 31, 2024.

This guidance is effective for adoption anytime after March 12, 2020, but must be adopted prior to December 31, 2024.

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

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

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

The Company is currently evaluating the impact to its financial statements and related disclosures.

The Company adopted this guidance on April 1, 2024.

See note 17 for further information on segment reporting.

StepStone Group Inc.

4 unchanged sentences

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

The Company is currently evaluating the impact to its financial statements and related disclosures.

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

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

Disaggregation of Income Statement Expenses, which amends current guidance to add requirements for disaggregation of certain costs and expenses included within relevant expense captions.

The update also requires the separate disclosure of total selling costs.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

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

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

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_______________________________

(1) Includes BDC income-based incentive fees of $ 1.4 million, $ 0 million and $ 0 million for the years ended March 31, 2024, 2023 and 2022, respectively.

(1) Includes income-based incentive fees of $ 8.0 million, $ 1.4 million and $ 0 million for the years ended March 31, 2025, 2024 and 2023, respectively.

Year Ended March 31,

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Total carried interest allocations $ 301,200 $ 176,309 $ ( 122,253 )

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Year Ended March 31,

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(1) The years ended March 31, 2025, 2024, and 2023 reflect the net effect of gross realized carried interest allocations of $ 63.1 million, $ 59.7 million, and $ 74.7 million, respectively, and the reversal of such amounts in unrealized carried interest allocations for such periods.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

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

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

The decrease in carried interest allocations and legacy Greenspring carried interest allocations for the year ended March 31, 2023 as compared to the year ended March 31, 2022 was primarily attributable to net unrealized depreciation in the fair value of certain underlying fund investments.

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

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

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

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For the years ended March 31, 2025, 2024 and 2023, no individual client represented 10% or more of the Company’s net management and advisory fees.

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

For the years ended March 31, 2023 and 2022, the Company had revenues attributable to the United States that represented 10% or more of the Company’s net management and advisory fees.

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

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

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

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Variable Interest Entities

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As of March 31, 2025 and 2024, no material amounts previously distributed have been accrued for clawback liabilities.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Unconsolidated VIEs

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Equity Method Investments

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(2) Reflects investments in funds of $ 133.5 million and $ 147.0 million and carried interest allocations of $ 495.7 million and $ 484.2 million as of March 31, 2025 and 2024, respectively.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

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

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Legacy Greenspring carried interest allocations 74,341 ( 75,157 ) ( 452,163 )

Legacy Greenspring investment income (loss) ( 9,087 ) ( 44,075 ) 32,586

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

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

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

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

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

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

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

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

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

As of March 31, 2024 and 2023, the Company’s investments in two SMAs each individually represented 10% or more of the total accrued carried interest allocations balance, and in the aggregate represented approximately 26 % and 24 %, respectively, of the total accrued carried interest allocations balance as of those dates.

As of March 31, 2024 and 2023, the Company’s investments in three and two, respectively, commingled funds each individually represented 10% or more of the total legacy Greenspring accrued carried interest allocations balance, and in the aggregate represented approximately 36 % and 24 %, respectively, of the total legacy Greenspring accrued carried interest allocations balances as of those dates.

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

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Of the total accrued carried interest allocations balance as of March 31, 2025 and 2024, $ 758.0 million and $ 719.5 million, respectively, were payable to affiliates and are included in accrued carried interest-related compensation in the consolidated balance sheets.

Of the total legacy Greenspring investments in funds and accrued carried interest allocations balance as of March 31, 2024 and 2023, $ 484.2 million and $ 618.0 million, respectively, were payable to employees who are considered affiliates of the Company and is included in legacy Greenspring accrued carried interest-related compensation in the consolidated balance sheets and $ 147.0 million and $ 152.7 million, respectively, are reflected as non-controlling interests in legacy Greenspring entities in the consolidated balance sheets.

Of the total legacy Greenspring investments in funds and accrued carried interest allocations balance as of March 31, 2025 and 2024, $ 495.7 million and $ 484.2 million, respectively, were payable to employees who are considered affiliates of the Company and are included in legacy Greenspring accrued carried interest-related compensation in the consolidated balance sheets and $ 133.5 million and $ 147.0 million, respectively, are reflected as non-controlling interests in legacy Greenspring entities in the consolidated balance sheets.

The Company evaluates each of its equity method investments to determine if any are considered significant as defined by the SEC.

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Summarized financial information for the Company’s equity method investments reflected below represents the financial position as of March 31, 2025 and 2024, and the results of operations for the years ended March 31, 2025, 2024 and 2023, which are reported on a three-month lag.

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Investments held by the Consolidated Funds are summarized below:

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2025 2024 2023

Investments of Consolidated Funds:

Investment Income of Consolidated Funds:

Net realized gains on investments $ 3,181 $ 2,325 $ 3

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62,193 26,147 9,312

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Total investment income of Consolidated Funds $ 65,374 $ 28,472 $ 9,315

Fair Value Measurements

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Level I Level II Level III Total

Contingent consideration obligations

Contingent consideration obligation

$ — $ — $ — $ —

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Level I Level II Level III Total

Contingent consideration obligations

Contingent consideration obligation

$ — $ — $ 53,449 $ 53,449

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

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

Year Ended March 31,

Contingent consideration obligations 2024 2023

Contingent consideration obligation 2025 2024

Balance, beginning of year:

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15,776 16,809

Balance, end of year:

( 69,225 ) ( 146 )

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

Balance, end of year:

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

$ 15,776 $ 16,809

Contingent Consideration

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

The assumptions used in the analysis are inherently subjective;

therefore, the ultimate amount of the contingent consideration obligations may differ materially from the current estimate.

The significant unobservable inputs required to value the contingent consideration obligations primarily relate to the future expected revenues and the discount rate applied to the expected future revenues and payments of obligations, which was 7 % as of March 31, 2024.

The contingent consideration obligations are included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

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

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

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

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

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

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

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

Financial Instruments of Consolidated Funds

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Partnership and LLC interests

— — 1,273 1,273

Total assets $ — $ — $ 64,530 $ 64,530

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

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

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As of March 31, 2025 and 2024, investments with a combined fair value of $ 64.5 million and $ 13.7 million, respectively, were classified as Level III investments.

The significant unobservable input used to value these investments classified as Level III are the discounts to recent transaction prices.

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

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

As of March 31,

Partnership and LLC interests

Financial Instruments of Consolidated Funds

Balance, beginning of period:

$ 13,694 $ 6,901

Transfers into Level III 9,289 1,593

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

$ 7,510 $ 1,454

Property and Equipment

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Property and equipment, net $ 29,798 $ 29,558

Depreciation expense related to property and equipment totaled $ 5.2 million, $ 4.0 million and $ 2.5 million for the years ended March 31, 2024, 2023 and 2022, respectively, and is included in general, administrative and other expenses in the consolidated statements of income.

Depreciation expense related to property and equipment totaled $ 4.5 million, $ 5.2 million and $ 4.0 million for the years ended March 31, 2025, 2024 and 2023, respectively, and is included in general, administrative and other expenses in the consolidated statements of income (loss).

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Intangibles and Goodwill

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Client relationships 96,650 96,650

Service agreements — 9,537

Accumulated amortization ( 184,780 ) ( 143,779 )

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Amortization expense related to intangible assets was $ 41.0 million, $ 42.4 million and $ 43.5 million for the years ended March 31, 2025, 2024 and 2023, respectively.

These amounts are included in general, administrative and other expenses in the consolidated statements of income.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

On December 31, 2023, the Company 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 the Company over approximately six years .

GBOS was acquired by the Company 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”).

The GBOS team comprised 42 employees as of December 31, 2023.

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”).

Viridis is expected to continue to perform fund administration services for the Company’s venture funds as well as for its own current and future third-party clients.

The results of GBOS’s operations have been included in the consolidated financial statements through December 31, 2023.

In the year ended March 31, 2024, the Company recorded a net charge in the amount of $ 0.8 million related to the sale of GBOS, including service agreements intangibles related to GBOS of $ 7.4 million, which is included in other income (loss) in the consolidated statements of income.

These amounts are included in general, administrative and other expenses in the consolidated statements of income (loss).

At March 31, 2025, the expected future amortization of finite-lived intangible assets is as follows:

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Debt Obligations

The Company is 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 the administrative agent, and provides for a $ 225.0 million multicurrency revolving credit facility (the “Revolver”) with a five-year maturity.

As of March 31, 2024, the Company had $ 148.8 million outstanding on the Revolver, net of debt issuance costs.

The Company’s debt obligations consist of the following:

As of March 31,

Series A senior notes $ 175,000 $ —

Revolver 100,000 150,000

Total remaining principal 275,000 150,000

Debt issuance costs ( 5,732 ) ( 1,178 )

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

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

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

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

The Notes will mature on October 22, 2029.

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

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

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

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

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

Revolving Credit Facility

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

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

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

The Company may designate each borrowing as (i) in the case of any borrowing in U.S.

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.

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.

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

The maturity date for the Revolver is September 20, 2026.

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

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

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

The Company can use available funding capacity under the Revolver to satisfy letters of credit in amounts up to $ 10.0 million.

Amounts used to satisfy the letters of credit reduce the available capacity under the Revolver.

As of March 31, 2025, the Company had outstanding letters of credit totaling $ 6.5 million.

Debt Obligations of Consolidated Funds

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

The debt obligations of the Consolidated Funds are non-recourse to the Company.

In December 2024, one of the Company’s consolidated investment funds entered into a credit agreement with Northern Trust Global Service SE (the “Fund Credit Facility”).

The Fund Credit Facility provides for a multi-currency revolving credit facility of up to $ 125.0 million.

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

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

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

Borrowings in USD will bear interest at the applicable federal funds target rate (upper range) plus a margin of 250 basis points.

Borrowings in GBP will bear interest at the Bank of England base rate plus a margin of 250 basis points.

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

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Debt Covenants

The Note Purchase Agreement contains certain covenants, including those requiring the Company 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 the Company to be collected each period without deferral, waiver or reduction, (d) limit the amount of secured indebtedness to be incurred by the Company, and (e) other customary covenants.

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.

Revolving Credit Facility

Under the terms of the Credit Agreement, certain of the Company’s assets serve as pledged collateral.

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make certain investments;

pay dividends or make distributions;

pay dividends or make distributions in certain circumstances;

engage in new or different lines of business;

and engage in transactions with affiliates.

and engage in certain transactions with affiliates.

The Credit Agreement also contains financial covenants requiring the Company to maintain a total net leverage ratio and a minimum total of fee-earning assets under management.

As of March 31, 2024, the Company was in compliance with the total net leverage ratio and minimum fee-earning assets under management covenants.

The Company can use available funding capacity under the Revolver to satisfy letters of credit in amounts up to $ 10.0 million.

Amounts used to satisfy the letters of credit reduce the available capacity under the Revolver.

As of March 31, 2024, the Company had outstanding letters of credit totaling $ 6.5 million.

Fund Credit Facility

Under the terms of the Fund Credit Facility, certain of the assets of the Consolidated Funds serve as pledged collateral.

In addition, the Fund Credit Facility contains covenants that, among other things:

limit the ability of the fund to incur indebtedness;

create, incur or allow liens;

and other customary covenants.

The 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.

As of March 31, 2025, the Company was in compliance with the covenants under its various debt agreements.

Equity-Based Compensation

19 unchanged sentences

The total fair value as of the respective vesting dates of RSUs vested during the years ended March 31, 2025, 2024 and 2023 was $ 48.9 million, $ 24.3 million and $ 16.5 million, respectively.

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

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

Performance-Based Restricted Stock Units

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

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

The performance target may be met in any fiscal year within the five-year performance period, and the vesting date will occur at the end of the fiscal year period in which the target is achieved.

If the performance target is not met by the end of the performance period, the awards will immediately be forfeited.

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

The change in unvested PRSUs is as follows:

Number of PRSUs Weighted-Average Grant-Date Fair Value Per PRSU

Balance as of March 31, 2024 — $ —

Granted 69,870 $ 53.67

Forfeited — $ —

Balance as of March 31, 2025 69,870 $ 53.67

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Unvested Partnership Units

4 unchanged sentences

(i) 0 % during the first three years from the date of issuance, (ii) 30.0 % on the third anniversary of the date of issuance, and (iii) 5.8 % for each fiscal quarter after the third anniversary of the date of issuance (fully vested on the sixth anniversary of the date of issuance, or June 2024).

Upon the final vesting date, all of the Class B2 units will automatically convert into Class B units and unitholders will be entitled to purchase from the Company one share of Class B common stock for each Class B unit at its par value.

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

Upon the final vesting date, all of the Class B2 units were automatically converted into Class B units and unitholders were entitled to purchase from the Company one share of Class B common stock for each Class B unit at its par value.

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

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

As of March 31, 2024, there were 2,566,566 Class B2 units outstanding.

During the year ended March 31, 2024, none of the outstanding Class B2 units were forfeited.

As of March 31, 2024, 149,717 Class B2 units were unvested and 2,416,849 Class B2 units were vested.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

As of March 31, 2024, $ 40.9 million of unrecognized non-cash compensation expense in respect of equity-based awards remained to be recognized over a weighted-average period of approximately 4.3 years.

The Company recognized tax benefits related to equity-based awards of $ 4.5 million, $ 1.8 million and $ 7.4 million for the years ended March 31, 2024, 2023 and 2022, respectively.

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

Liability Classified Awards

4 unchanged sentences

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

For the years ended March 31, 2024 and 2023, the Company recognized $ 19.8 million and $ 8.6 million, respectively, of expense related to the fair value of the liability classified awards within equity-based compensation expense in the consolidated statements of income.

For the year ended March 31, 2024, the Company paid $ 3.1 million related to settlement for liability classified awards.

For the years ended March 31, 2023 and 2022, no amounts were paid related to settlement for liability classified awards.

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

The assumptions used in the analysis are inherently subjective;

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

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

For the years ended March 31, 2025, 2024 and 2023, the Company recognized $ 651.8 million, $ 22.9 million and $ 8.6 million, respectively, of expense related to liability classified awards within equity-based compensation expense in the consolidated statements of income (loss).

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

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

As of March 31, 2025 and 2024, the Company had recognized $ 663.9 million and $ 28.3 million, respectively, for liability classified awards within accrued compensation and benefits in the consolidated balance sheets.

Employee Stock Purchase Plan

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

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

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

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

As of March 31, 2025, the Company has 2,130,193 shares of Class A common stock reserved for future issuances under the ESPP.

Grants of Limited Partnership Interests

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

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

As of March 31, 2025, $ 52.1 million of unrecognized non-cash compensation expense in respect of equity-based awards remained to be recognized over a weighted-average period of approximately 3.6 years.

The Company recognized tax benefits related to equity-based awards of $ 18.4 million, $ 4.5 million and $ 1.8 million for the years ended March 31, 2025, 2024 and 2023, respectively.

The Company’s income (loss) before income tax consisted of the following:

18 unchanged sentences

Total deferred income tax expense (benefit) ( 75,324 ) 9,182 ( 12,491 )

Total income tax expense $ 27,576 $ 3,821 $ 28,300

Total income tax expense (benefit) $ ( 49,208 ) $ 27,576 $ 3,821

A reconciliation of the U.S.

4 unchanged sentences

State and local income tax 0.6 1.1 0.8

Income passed through to limited partners ( 11.8 ) ( 13.6 ) ( 11.9 )

Foreign income tax 4.8 ( 18.5 ) 1.2

Amounts allocated to non-controlling interests 0.6 ( 11.8 ) ( 13.6 )

Foreign taxes ( 5.0 ) 4.8 ( 18.5 )

Valuation allowance ( 0.8 ) ( 0.3 ) 4.7

Return to provision ( 0.3 ) ( 3.7 ) ( 0.1 )

Stock-based compensation 1.7 ( 0.5 ) 0.9

Return to provision adjustment 1.2 ( 0.3 ) ( 3.7 )

Other 2.9 0.1 ( 0.8 )

2 unchanged sentences

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

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

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

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

StepStone Group Inc.

12 unchanged sentences

Net deferred tax assets $ 382,466 $ 184,354

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

This adjustment had a significant impact on the Company’s share of the Partnership’s book equity, resulting in an increase in deferred tax assets of $ 133.7 million, recorded through equity for the year ended March 31, 2024.

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

Additionally, there was an increase in deferred tax assets due to exchanges of Class B and Class C units that occurred during the year ended March 31, 2024, detailed further below.

In connection with the exchanges of Class B units and Class C units of the Partnership for Class A common stock by certain limited partners of the Partnership during fiscal 2024, the Company recorded an overall increase to deferred tax assets as of March 31, 2024 of $ 15.2 million, and a net increase in the valuation allowance of $ 1.3 million.

Additionally, in connection with the exchange transactions, the Company recorded a corresponding Tax Receivable Agreements liability of $ 17.4 million, representing 85 % of the incremental net cash tax savings for the Company due to the exchanging limited partners.

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

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

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

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

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

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

See note 10 for more information.

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

Additionally, the Company recorded a corresponding Tax Receivable Agreements liability of $ 116.7 million, representing 85 % of the incremental net cash tax savings for the Company as a result of these exchanges.

The Company made payments of $ 9.8 million, $ 10.3 million and $ 6.0 million during the years ended March 31, 2025, 2024 and 2023, respectively, under the Tax Receivable Agreements.

As of March 31, 2025, the Company’s total Tax Receivable Agreements liability was $ 313.7 million.

See notes 13 and 14 for more information.

See note 13 for more information.

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

10 unchanged sentences

Balance at March 31, 2024 13,596

Income tax decrease ( 1,210 )

Equity decrease —

Income tax increase 3,900

Equity increase 6,439

36 unchanged sentences

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

The calculation of diluted earnings per share excludes 45,030,959 Class B units and 1,852,212 Class C units of the Partnership outstanding as of March 31, 2024, 46,420,141 Class B units and 2,514,085 Class C units of the Partnership outstanding as of March 31, 2023, and 47,149,673 Class B units and 2,928,824 Class C units of the Partnership outstanding as of March 31, 2022, which are exchangeable into Class A common stock under the if-converted method, as the inclusion of such shares would be anti-dilutive.

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

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

StepStone Group Inc.

1 unchanged sentence

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

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

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

Related Party Transactions

The Company considers its senior executives, employees and equity method investments to be related parties.

A substantial portion of the Company’s management and advisory fees and carried interest allocations is earned from various StepStone Funds that are considered equity method investments.

The Company considers its directors, greater than 5% beneficial owner of any class of the Company’s stock, senior executives, employees and equity method investments to be related parties.

A substantial portion of the Company’s management and advisory fees and carried interest allocations is earned from various StepStone Funds.

The Company earned net management and advisory fees from the StepStone Funds of $ 570.9 million, $ 390.5 million and $ 335.6 million for the years ended March 31, 2025, 2024 and 2023, respectively.

The Company earned incentive fees from the StepStone Funds of $ 22.6 million, $ 9.1 million and $ 3.0 million for the years ended March 31, 2025, 2024 and 2023, respectively.

Carried intere st allocation revenues earned from the StepStone Funds totaled $ 301.2 million, $ 176.3 million and $( 122.3 ) million for the years ended March 31, 2025, 2024 and 2023, respectively.

12 unchanged sentences

Total due to affiliates $ 331,821 $ 212,918

The Company made payments of $ 10.3 million, $ 6.0 million, and $ 0.8 million during the years ended March 31, 2024, 2023 and 2022, respectively, under the Tax Receivable Agreements.

StepStone Group Inc.

1 unchanged sentence

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

The Company made payments of $ 9.8 million, $ 10.3 million, and $ 6.0 million during the years ended March 31, 2025, 2024 and 2023, respectively, under the Tax Receivable Agreements.

Stockholders’ Equity and Redeemable Interests

4 unchanged sentences

Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock.

In connection with the Greenspring Acquisition, the limited partnership agreement of the Partnership was amended to create new Class C limited partnership interests and to admit the new limited partners that received Class C units as consideration for the Greenspring acquisition.

The Class C limited partnership interests of the Partnership have substantially the same rights and obligations as are applicable to the existing holders of Class B units of the Partnership.

The Company has no ownership interest in the Class C units, which are held by certain employees of the Company.

The Company also entered into an agreement with the Class C limited partners of the Partnership (the “Class C Exchange Agreement”) to allow for the exchange of Class C units to shares of Class A common stock of the Company on a one -for-one basis, subject to certain restrictions.

The Class C and Class D (further described below) limited partnership interests of the Partnership have substantially the same rights and obligations as are applicable to the existing holders of Class B units of the Partnership.

The Company has no ownership interest in the Class C and Class D units, which are held by certain employees of the Company.

The Company has entered into agreements with the Class C limited partners of the Partnership (the “Class C Exchange Agreement”) and Class D limited partners of the Partnership (the “Class D Exchange Agreement”) to allow for the exchange of Class C units and Class D units, respectively, to shares of Class A common stock of the Company on a one -for-one basis, subject to certain restrictions, as further described below in respect of the Class D Exchange Agreement.

The following table shows a rollforward of the Company’s shares of common stock outstanding since March 31, 2024:

3 unchanged sentences

Class A common stock issued in exchange for Class C Partnership units 886,451 —

Class A common stock issued in exchange for Class D Partnership units 901,354 —

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

Class A common stock issued for purchase of asset class non-controlling interests 513,394 —

Class A common stock issued under ESPP 69,807 —

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

March 31, 2025 76,761,399 39,656,954

_______________________________

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

The Company has 25,000,000 authorized shares of preferred stock, par value of $ 0.001 per share, and as of March 31, 2025, no shares of preferred stock were issued or outstanding.

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

In March 2024, the Company 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 the elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of Class A common stock of the Company on a one-for-one basis, subject to certain restrictions.

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

On the same date, the Company 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 the Class C Exchange Agreement and a corresponding number of Class A units of the Partnership were issued to the Company.

StepStone Group Inc.

1 unchanged sentence

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

In September 2023, the Company 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 the elective exchange notices submitted pursuant to the Class B Exchange Agreement.

In March 2025, the Company 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 an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of Class A common stock of the Company on a one -for-one basis, subject to certain restrictions.

On the same date, the Company 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 and a corresponding number of Class A units of the Partnership were issued to the Company.

On February 7, 2024, SSG (or its subsidiary, in the case of the agreement with SPD) entered into agreements (the “Transaction Agreements”) with SRA, SRE and SPD (the “Asset Class Entities”), their respective asset class heads as seller representatives, and the seller parties signatory thereto.

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

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

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

In December 2024, the Company 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.

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

The Company also issued 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 the Company.

In September 2024, the Company 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 in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement.

The Company 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 in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to the Company.

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

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

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

In June 2024, the Company 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 the elective exchange notices submitted pursuant to the Class B Exchange Agreement.

The Company 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 the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to the Company.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Purchase of Asset Class Non-Controlling Interests

On February 7, 2024, SSG and the Partnership 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.

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

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

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

3 unchanged sentences

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

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 the Company’s audited financial statements for the fiscal year ending March 31, 2024.

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 audited financial statements of the Company.

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

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

After the notification period 10-days prior to the Initial Reference Date, the individual units subject to the first exchange became irrevocable and the Company separated the carrying value for all of the equity instruments related to the subsequent exchanges to occur after the initial exchange and reclassified these interests into permanent equity at their then carrying value given that settlement of subsequent exchanges is within the Company’s control.

On April 1, 2024, certain of the Company’s subsidiaries underwent transactions to effect unitization of the outstanding classes of limited partnership interests.

The economic rights and obligations of limited partnership interest holders were the same immediately prior to the unitization as immediately after the unitization.

The outstanding classes of limited partnership interests, including the class of interests relating to awards of carried interest allocations granted to employees, were essentially combined into a single class of limited partnership interest and redesignated into units.

The class of interests relating to awards of carried interest allocations granted to employees were previously accounted for as compensation arrangements under ASC 710, Compensation , and presented as carried interest-related compensation expense.

The transaction was considered to be a transaction amongst equity holders, and the Company did not recognize any incremental compensation cost related to settlement of the accrued carried interest-related compensation.

Also on April 1, 2024, the Company exchanged certain ordinary shares in the SPD subsidiary and paid $ 5.4 million to purchase certain preferred shares in SPD with liquidation preference rights in connection with the Transaction Agreements.

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

StepStone Group Inc.

1 unchanged sentence

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

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

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

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

In connection with the transactions contemplated by the SRA Transaction Agreement and SRE Transaction Agreement, SSG and the Partnership entered into a Class D Exchange Agreement at the closing of the 2024 Exchange on May 31, 2024.

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 on a one -for-one basis with shares of the Company’s Class A common stock, par value $ 0.001 .

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.

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

12 unchanged sentences

Dividend Payment Date Dividend Per Share of Class A Common Stock

First quarter July 15, 2021 $ 0.07

First quarter June 30, 2022 $ 0.20

Second quarter September 15, 2022 0.20

3 unchanged sentences

First quarter June 30, 2023 $ 0.20

Supplemental 2

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.

(2) The supplemental cash dividend relates to earnings in respect of our full fiscal year 2023.

(2) The supplemental cash dividend relates to earnings in respect of our full fiscal years 2023 and 2024, respectively.

Redeemable Non-Controlling Interests

3 unchanged sentences

Contributions 240,256 62,255

Redemption of redeemable non-controlling interests ( 18,713 ) —

Net income 53,731 15,838

9 unchanged sentences

Reclassification to permanent equity — ( 976,354 )

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

Ending balance $ 6,327 $ 115,920

Business Combinations

Greenspring Acquisition

On September 20, 2021, the Company completed the acquisition of 100 % of the equity of Greenspring Associates, Inc.

and certain of its affiliates (collectively, “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 (the “Greenspring acquisition”).

The transaction agreement also 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.

The results of Greenspring’s operations have been included in the consolidated financial statements effective September 20, 2021.

The acquisition of Greenspring expanded the Company’s leadership in private markets solutions, providing added scale in venture capital and growth equity, and offering clients expanded access to the global innovation economy.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

The aggregate purchase price for the acquisition of Greenspring and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date were as follows:

Acquisition date fair value of consideration transferred:

Cash consideration $ 186,577

Class A common stock 558,598

Class C units of the Partnership 135,239

Contingent consideration 17,769

Total purchase price $ 898,183

Estimated fair value of assets acquired and liabilities assumed:

Cash and short-term receivables $ 5,725

Legacy Greenspring investments in funds and accrued carried interest allocations (1)

Lease right-of-use assets, net 2,585

Other assets and receivables 2,146

Finite-lived intangible assets—contractual rights:

management contracts 310,944

Finite-lived intangible assets—client relationships 96,650

Finite-lived intangible assets—contractual rights:

service agreements 9,537

Goodwill 573,750

Deferred income taxes ( 95,884 )

Accrued expenses and other liabilities ( 4,685 )

Legacy Greenspring accrued carried interest-related compensation (1)

( 1,045,157 )

Lease liabilities ( 2,585 )

Non-controlling interests in legacy Greenspring entities (1)

Total $ 898,183

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(1) Represents investments in funds and carried interest allocations attributable to consolidated VIEs for which the Company did not acquire any direct economic interests.

Such amounts are attributable to employees and therefore have been reflected as non-controlling interests in legacy Greenspring entities and legacy Greenspring accrued carried interest-related compensation, respectively.

For the year ended March 31, 2022, the Company incurred $ 13.8 million of acquisition-related costs that were expensed as incurred and included in general, administrative and other expenses in the consolidated statements of income.

The Company allocated $ 320.5 million and $ 96.7 million of the purchase price to the fair value of contractual rights and client relationships, respectively, which is being amortized over a weighted-average amortization period of 10.0 years.

The $ 573.8 million of goodwill primarily related to Greenspring’s assembled workforce and business synergies expected to be realized from the transaction.

This goodwill is not deductible for tax purposes.

The amount of revenues and net income of Greenspring (including amounts attributable to legacy Greenspring entities) from the acquisition date of September 20, 2021 to March 31, 2022 were approximately $ 230 million and $ 54 million, respectively.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

The following supplemental unaudited pro forma information assumes the Greenspring acquisition, as well as the Reorganization and IPO, had been consummated as of April 1, 2020:

Year Ended March 31,

Revenues $ 1,866,986

Net income attributable to StepStone Group Inc.

The Company’s fiscal year ends on March 31, and prior to the transaction, Greenspring’s fiscal year ended on December 31.

To comply with SEC rules and regulations for companies with different fiscal year ends, the pro forma combined financial information has been prepared utilizing periods that differ by less than 93 days.

The unaudited pro forma information for the year ended March 31, 2022 combines the Company’s historical audited consolidated statement of income for the year ended March 31, 2022 and Greenspring’s historical unaudited combined statement of income for the 12 months ended March 31, 2022.

The supplemental unaudited pro forma information is based on estimates and assumptions believed reasonable and are not necessarily indicative of the Company’s consolidated results in future periods or the results that actually would have been realized had the Greenspring acquisition been completed to create a combined entity during the periods presented.

The pro forma amounts have been calculated after reflecting the following adjustments that were directly attributable to the Reorganization, IPO, Greenspring acquisition and the related debt issuance used to fund a portion of the cash consideration, as if the transactions were consummated on April 1, 2020:

Reorganization and IPO

• adjustments to include compensation expense associated with the 2.5 million RSUs issued in connection with the IPO;

• adjustments on interest expense to reflect the repayment of outstanding debt using a portion of the IPO proceeds;

• adjustments to include federal and state income taxes for the Company’s share of taxable income generated by the Partnership;

• adjustments to reflect the pro-rata economic ownership attributable to the Company.

Debt Financing

• adjustments to include interest expense related to the Revolver used to fund a portion of the cash consideration.

Greenspring Acquisition

• adjustments to include the impact of additional amortization of acquired intangible assets that would have been charged;

• adjustments to include the issuance of Class A common stock of the Company and Class C units of the Partnership as consideration for the transaction;

• adjustments to reflect the pro-rata economic ownership attributable to the Company;

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

• adjustments to reflect the tax effects of the Greenspring acquisition and including Greenspring in the Company’s results;

• adjustments to include acquisition-related transaction costs in earnings for the year ended March 31, 2021.

Commitments and Contingencies

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As of March 31, 2025, there were no finance leases outstanding.

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

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

Year Ended March 31,

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

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Supplemental cash flow information related to leases was as follows:

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Weighted-average discount rate for operating leases 4.7 % 4.7 % 4.6 %

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

As of March 31, 2025, maturities of operating lease liabilities were as follows:

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As of March 31, 2025, the maximum amount of carried interest allocations (excluding legacy Greenspring carried interest allocations) attributable to the Company subject to contingent repayment was an estimated $ 355.0 million, net of tax, assuming the fair value of all investments was zero, a possibility that the Company views as remote.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Indemnification Arrangements

4 unchanged sentences

Based on past experience, management believes that the risk of loss related to these indemnities is remote.

StepStone Group Inc.

Notes to Consolidated Financial Statements

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

Employee Benefits

1 unchanged sentence

Eligible employees may contribute a percentage of their annual compensation subject to statutory guidelines.

The Company makes non-discretionary contributions to the plans, which amounted to $ 6.0 million, $ 4.6 million and $ 4.3 million for the years ended March 31, 2024, 2023 and 2022, respectively, and are included in cash-based compensation in the consolidated statements of income.

The Company makes non-discretionary contributions to the plans, which amounted to $ 6.6 million, $ 6.0 million and $ 4.6 million for the years ended March 31, 2025, 2024 and 2023, respectively, and are included in cash-based compensation in the consolidated statements of income (loss).

One of the Company’s subsidiaries with non-U.S.

4 unchanged sentences

As of March 31, 2025 and 2024, the underfunded pension obligation, based on the latest actuarial determination, was $ 1.0 million and $ 2.6 million, respectively, and is included in accrued compensation and benefits in the consolidated balance sheets.

Net period benefit cost recognized was $ 1.0 million, $ 0.5 million and $ 1.1 million for the years ended March 31, 2024, 2023 and 2022, respectively, which is included in cash-based compensation in the consolidated statements of income.

Net period benefit cost recognized was $ 1.3 million, $ 1.0 million and $ 0.5 million for the years ended March 31, 2025, 2024 and 2023, respectively, which is included in cash-based compensation in the consolidated statements of income (loss).

Segment Reporting

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

Accordingly, management has concluded that the Company consists of a single operating segment and single reportable segment for accounting and financial reporting purposes.

The Company’s single reportable segment earns substantially all its revenue from management, advisory, and performance fees.

The CODM manages the Company on a consolidated basis and utilizes GAAP net income (loss) as presented in the consolidated statements of income (loss) as the primary financial measure used to assess the performance of and allocate resources to the business.

The CODM regularly reviews the GAAP consolidated statements of income (loss) including the revenue, expense and other captions as presented in the Company’s periodic filings.

There are no other significant expenses or specified revenue and expense categories reviewed by the CODM other than as reflected in the consolidated statements of income (loss).

The CODM reviews segment assets at the consolidated level within the consolidated balance sheets, as there is no difference between segment assets and total consolidated assets.

As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the consolidated financial statements here within.

Subsequent Events

On May 16, 2024, the Partnership (the “Borrower”), a subsidiary of the Company, 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”).

The A&R Credit Agreement amends and restates the certain Credit Agreement, dated as of September 20, 2021, by and among the Company, 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.

1 to the credit agreement, dated as of April 17, 2023.

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.

On May 22, 2025, the Company 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.

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data