STEP 10-K & 10-Q changes, risk factors and insider trading

While interest rates havewere at historically been low inlevels recentfor years,an variousextended economic factors have recently resulted in a significant increase inperiod, interest rates and the rate of inflation,inflation have since increased significantly. Although rates have declined from peak levels, interest rates have remained relatively elevated and these economic factors may also reduce credit availability, all of which may adversely affect the ability of the StepStone Funds to achieve attractive rates of return and adversely affect the value of our carried interest. ForIn instance,prior in fiscal 2023,periods, we have recorded asignificant $122 million losslosses on unrealized carried interest allocationsallocations, (netwhich ofillustrate the reversalsensitivity of realized carried interest allocations) with respect to ourchanges historicin operations, as well as a $452 million loss on Legacy Greenspring carriedvaluations, interest allocations.rates, Inand fiscalcredit 2024, we recorded a $75 million loss on Legacy Greenspring carried interest allocations.conditions.

Clients make capital commitments to StepStone Funds with commitment-based structures, and we are entitled to call capital at any time during prescribed periods that can extend for several years into the future. We depend on clients fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their obligations when due. Any client that does not fund a capital call may be subject to penalties, potentially including forfeiting a significant amount of its existing investment in that fund. However, if a client has invested little or no capital, for instance early in the life of a fund, then the forfeiture penalty may not be a significant deterrent to default. FailureFailures toor funddelays in funding capital calls may occur more frequently in the future, as a result of recent increases in interest rates, decreases in equity values and dislocations in the banking sector, or in the event of a continued economic slowdown. For example, in March 2023, Silicon Valley Bank was closed by state regulators and placed under receivership by the U.S. Federal Deposit Insurance Corporation, which temporarily delayed certain clients fulfilling capital calls to the StepStone Funds. In addition, changes to asset allocation policies or new laws or regulations resulting from declines in public equity markets may restrict or prohibit investors from investing in new or successor StepStone Funds or funding existing commitments. If clients fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and performance of those funds could be materially and adversely affected.

When clients retain us to manage assets on their behalf, they specify certain guidelines regarding investment allocation and strategy that we are required to observe in the management of their portfolios. Our failure to comply with these guidelines and other limitations could result in clients terminating their investment management agreement with us, as these agreements generally are terminable without cause on 30 to 90 days’ notice. Clients could also sue us for breach of contract and seek to recover damages from us. In addition, such guidelines may restrict our ability to pursue allocations or strategies that we believe would generate favorable investment returns, which could result in underperformance of, or losses to, a client account. Even when we comply with all applicable investment guidelines, a client may be dissatisfied with its investment performance or our services or fees,fees and may terminate their SMAs or advisory accounts or be unwilling to commit new capital to the StepStone Funds or advisory accounts. Any of these events could cause a reduction to AUM and consequently cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations.

Our investment management activities may involve investments in relatively high-risk, illiquid assets, and we may lose, or our clients may lose, some or all of the amounts invested in these activities or fail to realize any profits from these activities for a considerable period of time.

The investments made by the StepStone Funds and recommended by our advisory services include high-risk, illiquid assets. We have mademade, and expect to continue to makemake, principal investments alongside our clients, as the general partner, in existing and future StepStone Funds. The StepStone Funds invest capital in private markets funds that make investments in equity or debt securities that are not publicly traded. Even where such securities are publicly traded, many of these funds may be prohibited by contract or applicable securities laws from selling such investments for a period of time. Accordingly, the private markets funds in which we and our clients invest capital may not be able to sell investments when they desire and therefore may not be able to realize the full value of such investments. Particularly in the case of securities, such funds will generally not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. Furthermore, large holdings of publicly traded equity securities can often be disposed of only over a substantial period of time, exposing the investment returns to risks of downward movement in market prices during the disposition period. Investing in private markets funds is risky, and we may lose some or the entire amount of our investment or the investment made by the StepStone Funds. Poor investment performance could lead clients to terminate their agreements with us and/or result in negative reputational effects, either of which could materially and adversely affect our business, financial condition and results of operations.

StepStone and the StepStone Funds and their portfolio companies and other investments maintain substantially all of their respective cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and their respective deposits or investments at certain of these institutions could exceed insured limits, where applicable. Furthermore, many of the foregoing’s respective cash and cash equivalents could be held by a single financial institution or a few institutions. In addition, StepStone and the StepStone Funds and their portfolio companies and other investments may not be able to identity all potential solvency or stress concerns with respect to a financial institution or to transfer assets from one financial institution to another in a timely manner in the event a financial institution comes under stress or fails. For example, in March 2023, Silicon Valley Bank was closed by state regulators and placed under receivership by the U.S. Federal Deposit Insurance Corporation, which temporarily delayed certain clients fulfilling capital calls to the StepStone Funds. In the event of failure of any such financial institutions, we cannot assure you that we, the StepStone Funds or any of their investments could access uninsured funds promptly or at all. Furthermore, a StepStone Fund could be unable to call capital from the investors until it sets up a new deposit account at a different institution, which could be a time-consuming process and could be prohibited under the fund’s then-existing credit facilities.

We collect, process and store rapidly increasing volumes of highly sensitive data, including our proprietary business information and intellectual property, information relating to third party managers and their investment opportunities which we consider, and personally identifiable information of our employees, our clients and others, in our data centers and on our networks, including in our client portal, and with our vendors, service providers and government agencies. SPI Reporting includes funds, direct investments and co-investments that we monitor and report on for the StepStone Funds and advisory accounts.accounts, and our client portal contains confidential client information. The secure processing, maintenance and transmission of this information are critical to our operations. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee or other personally identifiable or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us and significant reputational harm. Such events could damage our business relationships and adversely affect our business, financial condition and results of operations.

The frequency and sophistication of the cybersecurity threats and incidents we face continue to increase.increase, including as a result of the advancement of AI, which malicious actors can use to create new, more sophisticated and more frequent attacks and to facilitate impersonation of personnel and third parties. As a result, we face a heightened risk of a cybersecurity incident or disruption with respect to sensitive information resulting from an attack by computer hackers, foreign governments or cyber terrorists. Our reputation and our ability to operate and expand our business depend on computer hardware and software systems, including our proprietary data and technology platformsplatforms, our client portal, and other data processing systems, which can be vulnerable to security breaches or other cyber incidents. Our funds’ portfolio companies rely on similar systems and face similar risks, and such funds may invest in strategic assets having a national or regional profile or in infrastructure assets that face a greater risk of attack. Cybersecurity incidents may be an intentional attack, such as a phishing, vishing or social engineering attack, hacker attack, ransomware,ransomware or cyber extortion, virus or worm, or an unintentional event and could involve bad actors gaining unauthorized access to our information systems or those of our service providers for purposes of misappropriating assets, disclosing or modifying sensitive or confidential information, corrupting data or causing operational disruption. Cyber-criminals can attempt to redirect payments required to be paid at the closings of our investments to unauthorized accounts, which we or the services providers we retain, such as paying agents and escrow agents, may not be able to detect or protect against. In recent years, there has been a significant increase in ransomware and other hacking attempts by cyber-criminals.cyber-criminals, including of our service providers. The rapid evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making such attacks and other cybersecurity incidents more difficult to detect, contain, and mitigate.mitigate, including through the use of AI-facilitated impersonation and AI-related cyber events that are more automated, targeted and coordinated. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by our service providers.

We have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cybersecurity incidents. However, these measures, as well as our increased awareness of the nature and extent of a risk of a cybersecurity incident, do not guarantee that a cyber-incident will not occur or that our financial results or operations will not be adversely affected by such an incident. Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources. We devote significant levels of funding and resources to comply with evolving cybersecurity regulations, including the SEC rules applicable to public companiescompanies, the SEC’s amendments to Regulation S-P with which we were required to comply by December 2025 (which impose operationally challenging notification requirements, deadlines and additional written policy and oversight expectations), as well as those rules proposed by the SEC with respect to investment advisers, and to monitor and enhance our information security procedures and controls. We maintain insurance intended to cover certain cybersecurity events, but such insurance may not cover all risks and losses that we experience.

We also face cybersecurity risks associated with sensitive information provided to third parties. We rely on third-party service providers for certain aspects of our business, including for certain information systems and technology, as well as administration ofof, and legal services for, the StepStone Funds. Additionally, each of the jurisdictions in which we operate may require us to provide sensitive information to government agencies, including biographical, financial and tax information relating to our personnel or investments. The information systems of government agencies have previously been compromised and we believe they continue to be targets for cyber-criminals. Third-party service providers and their vendors are also susceptible toto, and have experienced, cyber and security threats and incidents. Any interruption or deterioration in the performance of these government agencies or third-party service providers, intentional or unintentional information security incidents caused by their personnel, failures of their information systems and technology or cyber and security breaches couldcould, and have, put our sensitive information at risk or result in the shutdown of a service provider, and indemnification by, or insurance coverage of, such service providers may not be sufficient to cover any damage or loss, which could impair the quality of the funds’ operations and harm our reputation, thereby adversely affecting our business, financial condition and results of operations. We may also need to expend additional resources to adapt our cybersecurity program to the evolving security landscape and to investigate and remediate vulnerabilities or other identified risks.

The result of these adverse incidents can include the inability to provide services to our clients, damage to our client or third party manager relationships, other disruptions of our business, corruption or modifications to our data, fraudulent transfers or requests for transfers of money, liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation.litigation, which could adversely affect our business, financial condition or results of operations.

Risk related to emerging and changing technology,technology and corresponding regulations, including artificial intelligence,AI, could impact our results of operations or financial condition.

Risks related to artificial intelligence,AI, including our use of third-party products incorporating artificial intelligence, include the generation of factually incorrect or biased results, also known as hallucinations, data security vulnerabilities, potential IP infringement, mishandling of confidential, proprietary, or private information, and potentially problematic third-party license terms. The legal and regulatory landscape governing the use of AI is rapidly evolving in multiple jurisdictions, including the United States, the European Union and the United Kingdom. In addition,the United States, the SEC has proposedestablished newa task force and is evaluating the need for rules onand theregulations. useFuture ofrules artificialor intelligenceguidance, byas investmentwell advisersas that,evolving ifexamination enacted,and enforcement priorities, could add toincrease the compliance risks and burdenscosts ofassociated with using this technology. In the European Union, the EU Artificial Intelligence Act introduces a risk-based regulatory framework for AI systems that may affect our operations or those of our service providers. Non-compliance with these evolving AI regulations could subject us to regulatory enforcement actions, fines, reputational harm and increased compliance costs.

Investments of the StepStone Funds in certain jurisdictions may be subject to heightened risks relative to investments in other jurisdictions,risks, which may adversely affect our business, financial condition and results of operations.

A portion of the investments of the StepStone Funds and advisory accounts include private markets funds that are located in, or invest in portfolio companies located in, countries that are subject to heightened risks. Such investments may involve risks related to (i) currency exchange matters, including exchange rate fluctuations with respect to the foreign currency in which the investments are denominated, and costs associated with conversion of investment proceeds and income from one currency to another; (ii) regulations pertaining to investments and investment managers in such countries; (iii) differences in the capital markets of such countries, including, in some cases, the absence of uniform accounting, auditing, financial reporting and legal standards, practices and disclosure requirements and less government supervision and regulation; (iv) certain economic, social and political risks, including exchange control regulations and restrictions on foreign investments and repatriation of capital, and the risks of political, economic or social instabilityinstability, or armed conflicts; and (v) the possible imposition of taxes with respect to such investments or confiscatory taxation. These risks could adversely affect the investment performance of the StepStone Funds and advisory accounts, which would adversely affect our business, financial condition and results of operations.

The substantial growth of our business has placed, and if it continues, will continue to place, significant demands on our infrastructure, our investment team and other employees, and will increase our expenses. We will need to continue to invest in our human resources and our infrastructure as a result of the increasingly complex investment management industry, increasing sophistication of clients and our expansion into new jurisdictions. In addition, our newer private wealth platform has and will require ongoing development of new infrastructure. Legal and regulatory developments, including increasing levels of regulation outside of the United States, also contribute to the increasing level of our expenses. The future growth of our business will depend, among other things, on our ability to maintain the appropriate infrastructure and staffing levels to sufficiently address our growth and may require us to incur significant additional expenses and commit additional senior management and operational resources. We may face significant challenges in maintaining adequate financial and operational controls as well as implementing new or updated information and financial systems and procedures. Training, managing and appropriately sizing our work force and other components of our business on a timely and cost-effective basis also poses challenges. In addition, our efforts to retain or attract qualified investment or operational professionals may result in significant additional expenses.

Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. In addition, certain aspects of our cost structure, such as costs for compensation, occupancy and equipment rentals, communication and information technology services, and depreciation and amortization will be largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue related to growing our business or entering into new lines of business. In addition, changes in rules and regulations that reduce risks in certain lines of business may increase competition in those markets, reducing our ability to earn sufficient fees. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our business, financial condition and results of operations could be materially and adversely affected.

As of March 31, 2025,2026, based on the fair value of the liability classified awards, the estimated minimum and maximum amount of cash that would be potentially payable to settle the liability in the event of a call or put was $165.3$564.4 million and $661.1$2,257.6 million, respectively. TheCertain assumptions used in determining the fair value analysis are inherently subjective; therefore, the ultimate settlement amount for the liability classified awards may differ materially from the current estimate.

The global financial markets and business climate have recently deteriorated and may continue to deteriorate, including due to continued rising interest rates, ongoing high inflation, reduced availability of credit, regional and international bank failures, changes in laws and regulation, trade policies, such as tariffs or other protectionist measures and retaliatory measures, terrorism or political uncertainty, war (including the ongoing Russia-Ukraine and Middle East conflicts), and potential recession. For example, while inflation in the U.S. has stabilized, it remains higher than pandemic levels and could increase. In addition, heightened competition for workers, supply chain issuesissues, tariffs and rising energy and commodity prices have contributed to increasing wages and other inputs, which may put pressure on the profit margins of portfolio companies within our private market funds. Additionally, volatility and disruption in the equity and credit marketsmarkets, including the concentration of public-market valuations in a limited number of sectors such as AI-related companies or those companies whose strategies are more directly and negatively affected by AI, can adversely affect the portfolio companies in which private markets funds invest and adversely affect the investment performance of the StepStone Funds and advisory accounts.

The extent and impact of any sanctions imposed in connection with geopolitical conflicts may also cause additional financial market volatility and impact the global economy. For example, sanctions related to Russia’s invasion of Ukraine or potential measures targeting other regions can disrupt global trade and supply chains. Additionally, recently the U.S. has instituted new economic and trade sanctions against China, in response to which China issued countermeasures against U.S. companies. The restrictions on investment in and trade with China may have a negative effect on some of our portfolio companies along with creating weakness in the global economy. The recent escalations of conflicts in the Middle East have the potential to negatively affect supply chains beyond oil and gas, also affecting many derivative and byproducts such as fertilizer, helium, sulfur, etc., negatively impacting portfolio companies in various industries. In addition, heightened geopolitical tensions in the Taiwan Strait and other regions could result in significant disruption to global supply chains, particularly with respect to semiconductors and other business-critical products, which could adversely affect portfolio company operations and valuations.

A major public health crisis, such as COVID-19 pandemic or a similar pandemic,crisis could again severely disrupt the global financial markets and business climate and adversely affect our business, financial condition and results of operations.

A major public health crisis can have unpredictable and adverse impacts on global, national and local economies. Disruptions to commercial activity (such as the imposition of quarantines or travel restrictions) or, more generally, a failure to contain or effectively manage a public health crisis, has, and may in the future, adversely impact our business activity and that of the StepStone Funds. For example, such disruptions have adversely affected, and in the future could again adversely affect, our ability to effectively identify, monitor, make or dispose of investments. Additionally, while restrictions have generally been lifted globally, and the World Health Organization has declared the end of the COVID-19 global health emergency, the COVID-19 pandemic contributed, and any future public health crisis could contribute,contribute to extreme volatility in financial markets. Such volatility could adversely affect the business of StepStone and the StepStone Funds and the portfolio companies in which they invest, all of which could have material and adverse effect on our performance.

We operate in a heavily regulatedan industry subject to numerous regulations and any failure to comply with the government regulations to which we are subject could adversely affect us.

The SEC has increasedcontinued its regulation andclose scrutiny of the asset management and private equity industries in recent years,industries, focusing on the private equity industry’s fees, allocationexpense of expenses to funds, allocation of fundallocations, investment opportunities,allocations, disclosuresclient to clients, the allocation ofdisclosures, broken-deal expenses, the management of conflicts of interest disclosures,interest, valuation practices and other fiduciary obligations. The SEC has also recently fined financial services firms, including investment advisers, for insufficient monitoring of off-channel communications. The lack of readily ascertainable market prices for many of the investments made by the StepStone Funds or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC. The SEC has also focused on the “retailization” of private equity. Although it supports expanding retail investor access to private equity and other private markets products, it has emphasized that such access should occur through regulated structures and with enhanced safeguards for less sophisticated investors. As we continue to grow our distribution of funds targeted at private wealth investors we may face increased regulatory and compliance risk.

In May 2024, the SEC adopted amendments to Regulation S-P (the privacy regulations applicable to financial institutions, including investment advisers) that will expandexpanded the scope of the regulation and mandate notification to clients and customers in the event of privacy breaches. These amendments, with which we were required to comply by December 2025, impose operationally challenging notification requirements and deadlines, and require additional written policies and oversight procedures. The SEC has also adopted disclosure rules related to cybersecurity applicable to public companies. In addition, the SEC and FinCEN have recently jointly adopted a new rule that will requirerequiring investment advisers to adopt formal anti-money laundering and customer identification programsprograms. byIn June 2025, the endU.S. Department of 2025.Justice adopted a rule restricting certain bulk sensitive personal data transfers and access involving countries of concern, which may further increase our compliance obligations. Bringing our firm into compliance with these new rules (and any others adopted by the SEC or other governmental authorities), could result in a significant increase in the compliance risks and regulatory burden of operating our business.

As noted in “Business—Regulatory Environment—Foreign Regulation,” we provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United States. We continue to assess the impact of evolving regulatory developments outside of the United States on our business including, but not limited to, the revised EU regime for alternative investment fund managers, the new EU anti-money laundering and counter-terrorist financing regime, EU rules relating to digital operational resilience for the financial sector (including the EU Digital Operational Resilience Act (“DORA”)), the U.K. Data (Use and Access) Act 2025, and the new EU framework for the collation and publication of sustainability information in annual reporting. These and other evolving privacy, cybersecurity and AI regimes may increase our compliance burden and affect our distribution and operations.

Our private wealth investment platform is subject to additional regulatory requirements that could adversely impact its profitability. We have been expanding our offerings to individual investors, including through our private wealth platform, and intend to continue doing so. Expanding our product offerings to individual investors may subject us to increased litigation, regulatory enforcement and compliance risks, given that individual investors are generally afforded greater regulatory protections than institutional investors, may have less sophistication or experience with private markets investments, and may be more likely to bring claims or complaints. The operational complexity, administration and accounting requirements associated with servicing individual investors, including in non-U.S. jurisdictions, may also be greater than those for institutional investors. Certain U.S. funds we offer to private wealth investors are registered investment companies or business development companies under the Investment Company Act (the “Registered Funds”) and we expect that additional funds we offer will also be Registered Funds under the Investment Company Act or applicable laws in other jurisdictions. The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of our Registered Funds. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose stringent governance and board independence requirements. In addition, we depend on third parties to assist us in complying with regulatory obligations with respect to our Registered Funds. With respect to non-traded products offered to individual investors, we may be subject to risk arising from increased participation in share repurchase programs or tender offers, which could adversely affect fund liquidity and our ability to manage such products effectively.

Ongoing political developments could adversely impact our investment management and investment advisory businesses. The financial services industry is currently experiencing an uncertain political and regulatory environment, under the newly appointedcurrent U.S. presidential administration. While there is currently a regulatory freeze on rulemaking pending review by newly appointed agency heads, the currentThe administration has signaled its intent to revisit and potentially roll back certain regulatory initiatives enacted under the previous administration while simultaneously increasing scrutiny on areas such as foreign investment, national security, and the use of emerging technologies. The current administration and the current leadership of the SEC have indicated that they intend to modify or repeal certain regulations perceived as burdensome to private fund advisers, particularly those related to sustainability investing and cybersecurity. However, the administration has also proposed new rules aimed at increasing transparency and accountability, such as expanded disclosure requirements for private fund advisers and enhanced oversight of investment practices involving artificial intelligence and digital assets. The SEC and other regulatory bodies are expected to propose additional changes in the future. Any such changes, including with modifications, whether enacted under current or future leadership, could have a significant effect on private funds and private fund advisers and their operations, including increasing compliance burdens and regulatory costs, restrictions on the ability to receive expense, indemnification and other cost reimbursements, and heightened risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage. Additionally, there is a growing focus on digital asset regulation, with new rules expected to impact the use of cryptocurrencies and blockchain technologies in private fund operations. Any of the foregoing could lead to further regulatory uncertainty, result in changes to our operations and could materially impact our funds and/or their investments (including the funds in which the StepStone Funds and our clients invests) and/or us, including by causing us to incur additional expenses.

Recently, theThe United States has imposed tariffs on various products imported into the United States. These tariffs have resulted in, and may continue to trigger, retaliatory actions by affected countries, including the imposition of tariffs on the United States by other countries. Trade policy has been a central focus, with renewed scrutiny on trade relationships with China and efforts to renegotiate or withdraw from key agreements such as the United States-Mexico-Canada Agreement (USMCA). This shift has included the potential for additional tariffs, including on Mexican, Canadian and Chinese goods, targeted sanctions, and restrictions on investments linked to industries deemed critical to U.S. national security. Certain foreign governments, such as China, Canada and Mexico, have instituted or are considering imposing trade sanctions on certain U.S. goods and denying U.S. companies access to critical raw materials. Governmental actions related to the imposition of tariffs, sanctions or other trade barriers or changes to international trade agreements or policies, such as USMCA, could increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States. Additionally, there may be potential future U.S. measures targeting supply chain dependencies on China, including additional restrictions on technology exports and proposed incentives to relocate manufacturing to the United States or allied nations. If we do not adequately monitor and adapt sufficiently to changes in policy and the regulations to which we are or may become subject, we could be subject to enforcement actions, which may materially and adversely affect our businesses, financial condition and results of operations.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in jurisdictions in which we operate, including those related to the Base Erosion and Profit Shifting (“BEPS”) Project of the Organisation for Economic Co-Operation and Development (“OECD”), the European Commission’s state aid investigations and other initiatives. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, or the taxation of partnerships and other passthrough entities. In addition, the Group of Twenty, the OECD, the U.S. Congress and Treasury Department and other government agencies in jurisdictions where we and our affiliates do business have focused on issues related to the taxation of multinational corporations, including, but not limited to, transfer pricing, country-by-country reporting and base erosion. The OECD also recentlyhas finalized guidelines under the Pillar Two framework that recommend certain multinational enterprises be subject to a minimum 15% tax rate, effective from 2024.2024, and many jurisdictions have enacted, or are in the process of enacting, rules intended to implement these standards. In January 2026, the OECD Inclusive Framework released a “Side-by-Side Package,” which is intended to facilitate coordination of the Pillar Two global minimum tax with existing U.S. and other domestic tax regimes and includes, among other items, a permanent simplified effective tax rate safe harbor, an extension of the transitional country-by-country reporting safe harbor and a substance-based tax incentive safe harbor. In addition, all member states of the European Union have enacted Pillar Two rules. The United States has not adopted domestic Pillar Two rules, and the current U.S. administration has signaled opposition to aspects of Pillar Two, including the “undertaxed profits rule” (“UTPR”), which some foreign jurisdictions may apply in a manner that could increase the tax burden and compliance requirements of U.S.-parented groups. Foreign jurisdictions’ implementation of the UTPR could raise compliance complications for us and our operating entities and investments. This minimum tax and several of the proposed measures are potentially relevant to some of our operating entities and investments and could have an adverse tax impact on our funds, investors and/or our funds’ portfolio companies. As a result, the tax laws in the United States and other countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could have an adverse effect on our worldwide tax liabilities, business, financial condition and results of operations. Some member countries have been moving forward on the BEPS agenda but, because timing of implementation and the specific measures adopted will vary among participating states, significant uncertainty remains regarding the impact of BEPS proposals. If implemented, these proposals could result in a loss of tax treaty benefits and increased taxes on income from our operations and/or investments. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our stockholders, and increase the complexity, burden and cost of tax compliance.

In addition, we are subject to the UK Economic Crime and Corporate Transparency Act 2023 (“ECCTA”), which makes fundamental changes to the UK’s approach to tackling financial crime. Most significantly, ECCTA introduces new law governing the attribution of criminal liability to corporate entities, which came into force on December 26, 2023, and a new corporate offense of failure to prevent fraud, which will comecame into force on September 1, 2025. Guidance relating to the offense of failure to prevent fraud was published on November 6, 2024. Our compliance policies and procedures will need to be reviewed and updated in order to ensure we have appropriate systems and controls in place to cover these changes to the law. If appropriate systems and controls are not properly implemented, or if we fail to comply with any of the regulations that we are subject to, we could be subject to enforcement actions, which may materially and adversely affect our business prospects, financial condition and results of operations.

We provide investment advisory and other services and raise funds in a number of countries and jurisdictions outside the United States. In a number of these countries and jurisdictions, which include the UK, the EU, the EEA, Switzerland, Japan, Korea, Canada, Brazil,Colombia, Chile, Mexico, Saudi Arabia, and Singapore, our operations, and in some cases our personnel, are subject to regulatory oversight and affirmative requirements. These requirements variously relate to registration, licenses for our personnel, periodic inspections, the provision and filing of periodic reports, and obtaining certifications and other approvals. In the EU, we are subject to the EU Alternative Investment Fund Managers Directive (“AIFMD”) and the Undertakings for Collective Investment in Transferable Securities Directive (“UCITS”) under which we are subject to regulatory requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our personnel and reporting obligations. Switzerland and the individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements. In certain other jurisdictions, we are subject to various securities and other laws relating to fundraising and other matters. As we expand into additional countries and jurisdictions, we may become subject to additional regulatory oversight and related compliance obligations. Failure to maintain compliance with applicable laws and regulations could result in regulatory intervention, adversely affect our business or ability to provide services to our clients and harm our reputation. In certain jurisdictions, including emerging markets jurisdictions, StepStone believes it operates appropriately under exceptions to applicable financial regulations. If, however, a regulator disagrees with our approach or interpretations, we could be subject to sanctions or fines and related reputational harm, or be limited in our ability to access such markets.

In recent years, certain investors have placed increasing importance on sustainability implications of investments made by private equitymarkets and other fundsinvestments to which they commit capital. Certain investors have also demonstrated increased activismadvocacy with respect to existing investments, including by urging asset managers to take certain actions that could adversely affect the value of an investment, or refrain from taking certain actions that could improve the value of an investment. At times, clients have conditioned future capital commitments on the taking or refraining from taking of such actions. Such clients’ focus and activismadvocacy related to sustainability and similar matters may constrain investment opportunities we evaluate for them. In addition, institutional clients may decide to not commit capital to future fundraises as a result of their assessment of our approach to and consideration of the sustainability-related cost of investments made by us. Conversely, certain investors have raised concerns as to whether the incorporation of sustainability-related factors in the investment and portfolio management process may be inconsistent with the fiduciary duty to maximize returns for investors. Anti-“ESG” sentiment has gained momentum across the United States, with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. For example, (i) boycott bills target financial institutions that “boycott” or “discriminate against” companies in certain industries and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions; and (ii) ESG investment prohibitions require that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors. If fund investors subject to such legislation viewed our funds or sustainability practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, even though such view or perception may not be accurate, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely affect our revenues. In addition, a failure to successfully manage sustainability-related expectations may adversely affect our reputation or erode stakeholder trust.

Sustainability and corporate responsibility matters have also been the subject of increased focus by regulators, including in the EU, the UK and the U.S. For example, the European Commission has adopted regulations as part of a package of legislative measures arising from its Action Plan on Sustainable Finance, which include, without limitation: (a) The Disclosure Regulation EU 2019/2088 regarding the introduction of transparency and disclosure obligations for investors, funds and asset managers in relation to sustainability, which took effect beginning on March 10, 2021 and (b) The Taxonomy Regulation EU 2020/852 regarding the introduction of EU-wide taxonomy of environmentally sustainable activities, which entered into force on July 12, 2020. These and other proposals have resulted in the Non-Financial Disclosure Regulation, EU Taxonomy Regulation and the EU Sustainable Finance Disclosure Regulation. These legislative developments require additional disclosures to clients with respect to sustainability and corporate responsibility factors, which may increase our compliance obligations and expenses, and could lead clients to not commit or recommit capital in our funds. Our EU-based business, as well as any global product sales into the EU, is subject to these requirements. In November 2023, the UK Financial Conduct Authority (“FCA”) published final rules on its Sustainable Disclosure Requirements (“SDR”), introducing new rules and guidance for asset managers to make mandatory disclosures at both the manager and product levels, which aim to address potential greenwashing risks through the introduction of sustainable investment labels, disclosure requirements and restrictions on the use of sustainability-related terms in product naming and marketing, as well as through the introduction of disclosures consistent with the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (“TCFD”). The FCA has stated that it intends to further expand the SDR and labelling rules in the future. Further, the UK is expected to create UK Sustainability Disclosure Standards (“UK SDS”) based on the sustainable disclosure standards developed by the International Sustainability Standards Board (“ISSB”). In the likely event that divergent sustainable investing disclosure obligations arise between the U.S., UK and the EU, this may also present an increased compliance risk if we are required to comply with different regulatory standards. In the U.S., the SEC adopted climate-related disclosure rules for public companies; however, such rules have been subject to litigation, and the SEC has elected to end its defense of such rules and stayed their implementation. Furthermore, the SEC recently indicated that it has initiated steps to rescind the rules. Additionally, California passedenacted legislationSB relating253 and SB 261, which impose climate reporting requirements, including requirements related to greenhouse gas emissions,emissions and climate-related financial risk,risk. Certain provisions of these California statutes have been the subject of judicial challenge, including an injunction issued with respect to SB 261, and climate-relatedthe emissionsultimate claimsscope and otherenforceability of these requirements remain uncertain. Other states have proposed similar legislation, although the current U.S. presidential administration has identified deregulation of greenhouse gas emissions as a priority, including at the state level.

Additionally, a lack of harmonization globally in relation to sustainability and corporate responsibility-related legal and regulatory reformreform, combined with ongoing revisions in many of the regulations noted above, leads to a risk of fragmentation in group level priorities across global jurisdictions. This may create conflicts across our global business which could risk inhibiting our future implementation of, and compliance with, rapidly developing standards and requirements. In addition, our brand and reputation are associated with our public commitments to various corporate ESG initiatives, including our goals for sustainability. Any failure or perceived failure to achieve our disclosed commitments could harm our reputation and adversely affect our client relationships or our recruitment and retention efforts. Moreover, positions we take or do not take on social issues may be unpopular with some of our employees or with our clients or potential clients, which may in the future impact our ability to attract or retain employees or clients. While we strive to implement sustainability practices, there can be no assurance that we will be able to identify all sustainability and corporate responsibility issues or will be able to successfully implement our sustainability and corporate responsibility policies. In addition, the use of sustainability and corporate responsibility metrics in the investment process could be subjective and they are not subject to uniform standards, and, as such, there is no guarantee that we will be able to accurately assess and measure the sustainability and corporate responsibility risks and compliance of its investments and potential investments. Sustainability-based exclusionary criteria could result in a StepStone Fund foregoing opportunities to make certain investments when it might otherwise be advantageous to do so, and/or selling certain investments due to their sustainability and corporate responsibility characteristics when it might be disadvantageous to do so. Devoting additional resources to sustainability and corporate responsibility matters could increase the amount of expenses we or our investments are required to bear. For example, collecting, measuring, and reporting sustainability and corporate responsibility information and metrics can be costly, difficult and time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal and other risks. If we do not successfully manage expectations across these varied stakeholder interests, it could erode stakeholder trust, impact our reputation, and constrain our investment opportunities. Given increased U.S. and European legal and regulatory focus on sustainability and corporate responsibility matters, failure to comply with applicable legal and regulatory changes may attract increased regulatory scrutiny of our business, and could result in fines and/or other sanctions being levied against us.

We arewere currentlypreviously a “controlled company” within the meaning of the Nasdaq Global Select Market listing standards and, as a result, qualifywe qualified for, and relyrelied on, exemptions from certain corporate governance requirements. YouAs of September 18, 2025, we are no longer a “controlled company” under Nasdaq rules and are required to comply with Nasdaq’s applicable corporate governance requirements no later than September 18, 2026. Unless and until we are fully compliant with such requirements, you will not have the same protections afforded to stockholders of companies that are subject to such requirements for as long as we qualify for such exemptions.requirements.

We relydo onnot andcurrently intend to continue to rely on some orsatisfy all of theseNasdaq’s exemptions.corporate Asgovernance arequirements result,applicable to non-controlled companies, and, accordingly, we must take actions to achieve compliance by September 18, 2026. We currently do not have a majority of independent directors, our compensation committee does not consist entirely of independent directorsdirectors, and our directors will not be nominated or selected entirely by independent directors. Accordingly, unless and until we have fully implemented changes necessary to comply with Nasdaq’s corporate governance requirements, you will not have the same protections afforded to stockholders of companies that are subject toto, and compliant with, all of the corporate governance requirements of the Nasdaq Global Select Market, until we are no longer a controlled company and phase-in periods for compliance with non-controlled company governance provisions under Nasdaq rules have expired.Market.

The Partnership is expected to continue to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income will be allocated to partners, including SSG. Pursuant to the StepStone Limited Partnership Agreement, the Partnership will make tax distributions to its partners, including SSG, which generally will be pro rata based on the ownership of Partnership units, calculated using an assumed tax rate, to help each of the partners to pay taxes on that partner’s allocable share of the Partnership’s net taxable income. Under applicable tax rules, the Partnership is required to allocate net taxable income disproportionately to its partners in certain circumstances. Because tax distributions will be determined based on the partner who is allocated the largest amount of taxable income on a per unit basis and on an assumed tax rate that is the highest possible rate applicable to any partner, but will be made pro rata based on ownership of Partnership units, the Partnership will be required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that it would have paid if it were taxed on its net income at the assumed rate. In addition, changes to the deductibility of compensation under Section 162(m), including rules that may expand the scope of covered employees and aggregation across affiliated groups, could reduce deductible compensation and increase taxable income allocable to the Partnership and SSG, which could increase the amount of required tax distributions.

Section 162(m) of the Code disallows the deduction by any publicly held corporation of applicable employee compensation paid with respect to any covered employee to the extent that such compensation for the taxable year exceeds $1,000,000. A “covered employee” means any employee of the taxpayer if the employee (a) is the principal executive officer (“PEO”) or principal financial officer (“PFO”) of the taxpayer at any time during the taxable year, or was an individual acting in such a capacity, (b) was among the three highest compensated officers for the taxable year (other than the PEO and PFO) required to be disclosed in the proxy statement, (c) was among the five next highest compensated employees for the taxable year beginning with taxable years beginning after December 31, 2026, or (d) was a covered employee of the taxpayer (or any predecessor) for any preceding taxable year beginning after December 31, 2016 (other than as a result of clause (c) above). Pursuant to the regulations with respect to Section 162(m) of the Code issued by the IRS, SSG will not be permitted to deduct its distributive share of compensation expense allocated to it, to the extent that such distributive share plus the amount of any compensation paid directly by SSG exceeds $1,000,000 with respect to a covered employee, even if the Partnership, rather than SSG, pays the compensation to SSG’s covered employees. In addition, for tax years beginning after December 31, 2025, changes to affiliated group aggregation rules may increase the number of individuals whose compensation is subject to the $1,000,000 limitation, which could increase the amount of compensation expense that is non-deductible to SSG. Accordingly, to the extent that SSG is disallowed a deduction for its distributive share of compensation expense under Section 162(m) of the Code, it may result in additional U.S. federal income tax liability for SSG and/or reduce cash available for distribution to SSG’s stockholders or for the payment of other expenses and obligations of SSG.

A change of control of our company, including the effect of a “Sunset,”company could result in an assignment of our investment advisory agreements.

Under the Investment Advisers Act, each of the investment advisory agreements for the funds and other accounts we manage must provide that it may not be assigned without the consent of the particular fund or other client. An assignment may occur under the Investment Advisers Act if, among other things, the Partnership undergoes a change of control. AfterAs a “Sunset” becomes effective (which the Company currently anticipates will occur onof September 18, 2025),2025, the Class B common stock will have one vote per share instead of five votes per share, and the Stockholders Agreement will expire, meaning that the Class B stockholders will no longer havehas the right to control the appointment of directors or to direct the vote on all matters that are submitted to our stockholders for a vote. If a third party acquired a sufficient number of shares to be able, alone or with others, to control the appointment of directors and other matters submitted to our stockholders for a vote, there could be deemed a change of control of the Partnership, and thus an assignment. If such an assignment occurs, we cannot be certain that the Partnership will be able to obtain the necessary consents from our funds and other clients, which could cause us to lose the management fees and performance fees we earn from such funds and other clients.

The Sunset Holders, who areCertain members of our senior leadership team, beneficially owned approximately 27.1% of the outstanding Partnership units as of March 31, 2025. Because theyteam hold theirsignificant economic interest in the Partnership directly, theand membersas ofa ourresult, senior leadership teamthey may have interests that do not align with, or conflict with, those of the holders of Class A common stock or with us. For example, members of our senior leadership team will have different tax positions from Class A common stockholders, which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when to terminate either Tax Receivable Agreement and accelerate the obligations thereunder. In addition, the structuring of future transactions and investments may take into consideration the partners’ tax considerations even where no similar benefit would accrue to us.

SeveralWe have a dual class structure, with shares of Class A common stock and Class B common stock outstanding. Although our Class B common stock currently has one vote per share, and therefore does not provide its holders with a disproportionate voting multiple relative to our Class A common stock, certain stockholder advisory firms and largefirms, institutional investors opposeand theother usemarket participants may nonetheless disfavor, or have policies that discourage investment in, companies with multiple classes of multiplecommon class structures.stock. As a result, the dual class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure and may result in large institutional investors not purchasing shares of our Class A common stock. Any actions or publications by stockholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.

We currently pay dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be limited by our holding company structure and applicable provisions of Delaware law. In addition, any repurchases of our Class A common stock are discretionary and may be limited by applicable legal requirements and other considerations.

The price of our Class A common stock has been volatile, and we have a relatively limited trading history. During fiscal 2025,2026, the closing price of our Class A common stock ranged from a low of $34.55, and to a high closing price of $69.32. The closing price of our Class A common stock ranged from a low of $42.46, and to a high closing price of $59.56$76.27. The closing price of our Class A common stock ranged from a low of $45.91, and to a high of $56.31, from April 1, 2026 through May 21,20, 2025.2026. The price of our Class A common stock may continue to be volatile in the future. The factors described in this “Risk Factors” section may have a significant impact on the market price of our Class A common stock.

Provisions in our amended and restated certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and bylaws include provisions that:

•provide that our directors can be removed (i) for cause only as long as our board of directors is classified and (ii) following such time as our board of directors is no longer classified, with or without cause, but only upon the affirmative vote of holders of at least 66 2⁄3% of the voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors;

We are a global firm and believe that our multi-asset class expertise, local knowledge, business relationships, proprietary data and technology, and presence are all critical to securing a competitive edge in the private markets. We deploy a local staffing model, operating from 2831 cities across 1619 countries on five continents. Our offices are staffed by investment professionals who bring valuable regional insights and language proficiency to enhance existing client relationships and build new client relationships. Since our inception in 2007, we have invested and continue to invest heavily in our platforms to drive growth and expand our investment solutions capabilities and service offerings, including through opportunistic transactions that have helped accelerate the growth of our team and capabilities. As of March 31, 2025,2026, we had approximatelyover 1,1301,310 total employees, including overapproximately 375420 investment professionals and approximately 750890 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.

•Portfolio analytics and reporting. We provide clients with tailored reporting packages, including customized performance benchmarks as well as associated compliance, administrative and tax capabilities. Mandates for portfolio analytics and reporting services typically include licensed access to our proprietary performance monitoring software, SPI Reporting. We provided portfolio analytics and reporting on nearlyover $780$900 billion of client commitments through SPI Reporting as of March 31, 2025.2026.

We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy, fluctuations in foreign currency exchange rates, banking system volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, Europe and the Middle East, and assess the impact on financial markets and on our business. Our results and the overall industry results have beenbeen, and may continue to bebe, 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. Further, fund managers have been unable or less able to exit existing investments profitably. Such conditions have resulted in, and may continue to result in, delayed or decreased performance fee revenues. It is currently not possible to predict the ultimate effects of these events on the financial markets, the overall economy and our consolidated financial statements. See “Risk Factors—Risks Related to Our Industry—Difficult or volatile market and political conditions can adversely affect our business by reducing the market value of the assets we manage, causing our clients to reduce their investments in private markets, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital” and “Risk Factors—Banking system volatility may adversely affect the results and financial condition of the StepStone Funds or StepStone generally.”

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”) inof the Partnership with terms substantially similar to the Partnership’s existing Class C units,Partnership, in the case of SRA and SRE, or shares of Class A common stock,stock of SSG, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests). Each Transaction Agreement also provides that beginning after the fifth annual exchange, future exchanges may be accelerated into one final exchange in certain circumstances.

The portion of the equity interests expected to be acquired in each annual exchange is set forth in an exchange schedule attached to each Transaction Agreement and is approximately 5% of each Asset Class Entity on each contemplated annual exchange date. The amount of consideration to be delivered will beis calculated using exchange ratios determinedannually eachderived year based onfrom a formula establishingthat establishes an assumed value of each Asset Class Entity based on its estimated adjusted net income, relative to an adjusted trading multiple for our Class A common stock relativewith respect to our estimated adjusted net income. The Transaction Agreement specifies a minimum adjusted trading multiple for the exchange to take place,place. inIf whichthis casethreshold ifis not met for a particular year, the exchange wouldfor that year will be skipped and combined with a future exchange in a subsequent yearyear, if and whenprovided the minimum adjusted trading multiple wasis met.met at that time.

On May 31, 2024, we completed the first annual exchange (the “2024 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024. As a result of the 2024 Exchange, the Partnership now ownsowned approximately 54% of the outstanding equity interests of SRA, 56% of the outstanding equity interests of SRE and 54% of the outstanding equity interests of SPD. The aggregate consideration paid by us in the 2024 Exchange was approximately (i) $13 million in cash, (ii) 513,394 shares of Class A common stock and (iii) 2,239,185 Class D units of the Partnership.

We expect the secondthird annual exchange under the Transaction Agreements to occur on or about May 31,29, 2025.2026. In connection with such exchange, we expect to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD, in exchange for cash and either Class A common stock or Class D units of the Partnership.

In June 2024,2025, we issued 1,731,807152,768 shares of Class A common stock to certain limited partners of the Partnership in exchange for 1,731,807152,768 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. On the same date, weWe also issued 71,76618,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 71,76618,000 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions. A corresponding number of Class A units of the Partnership were issued to us. We also issued 864,640 shares of Class A common stock to certain limited partners of the Partnership in exchange for 864,640 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

In DecemberSeptember 2024,2025, we issued 2,354,788370,470 shares of Class A common stock to certain limited partners of the Partnership in exchange for 2,354,788370,470 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. We also issued 75,64216,658 shares of Class A common stock to certain limited partners of the Partnership in exchange for 75,64216,658 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us. We also issued 729,449135,697 shares of Class A common stock to certain limited partners of the Partnership in exchange for 729,449135,697 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

In MarchDecember 2025, we issued 470,300116,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 470,300116,000 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. We also issued 171,905892,169 shares of Class A common stock to certain limited partners of the Partnership in exchange for 171,905892,169 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.

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

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

(3)Each share of Class B common stock is entitled to fiveone vote and votes priortogether towith a Sunset (as defined below). After a Sunset becomes effective, each share of ourthe Class BA common stock willas thena entitlesingle itsclass, holderexcept toas oneset vote.forth in SSG’s amended and restated certificate of incorporation or as required by law. The economic rights of our Class B common stock are limited to the right to be redeemed at par value.

•Management fees from SMAs are generally based on a contractual rate applied to committed capital or net invested capital. These fees will vary over the life of the contract due to changes in the fee basis or contractual rate changes or thresholds, built-in declines in applicable contractual rates, and/or changes in net invested capital balances. The weighted-average management fee rate from SMAs was approximately 0.39% and 0.38% of average FEAUM in fiscal 20242025 and 2025,2026, respectively.

Legacy Greenspring carried interest allocations include the allocation of carried interest to legacy Greenspring general partner entities from limited partners in certain legacy Greenspring funds in which the legacy Greenspring general partner entities hold an equity interest. The legacy Greenspring general partner entities are entitled to a carried interest allocation (typically 5% to 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. We account for the investment balances in the legacy Greenspring funds, including carried interest allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member. Accordingly, legacy Greenspring carried interest allocations are not deemed to be within the scope of ASC 606. We do not have any direct economic interests in the legacy Greenspring general partner entities and thus are not entitled to any carried interest allocation from the legacy Greenspring funds. All of the carried interest allocations in respect of such legacy Greenspring funds are payable to employees who are considered affiliates to us and are therefore reflected as legacy Greenspring performance fee-related compensation in the consolidated statements of income.income (loss).

General, administrative and other includes occupancy, travel and related costs, insurance, legal and other professional fees, depreciation, amortization of intangible assets, system-related costs, and other general costs associated with operating our business. Beginning in the quarter ended December 31, 2022, general,General, administrative and other includes costs associated with the Consolidated Funds. Expenses of the Consolidated Funds have no impact on net income or loss attributable to us to the extent such expenses are borne by third-party investors.

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

Non-controllingNCI interests (“NCI”) reflectreflects the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. Non-controlling interests are presented as separate components in our consolidated statements of income (loss) to clearly distinguish between our interests and the economic interests of third parties and employees in those entities. Net income (loss) attributable to SSG, as reported in the consolidated statements of income,income (loss), is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.

Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees.employees, and the economic interests in certain Consolidated Funds that are not held by us but are held by the third-party investors in the funds. Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the redeemable Consolidated Funds which are not held by us, but are held by the third-party investors in the funds. Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

The activity of the Consolidated Funds is reflected within the consolidated financial statement line items as indicated by reference thereto. The impact of the Consolidated Funds decrease revenues reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us. The net economic ownership interests of our Consolidated Funds held by third parties are reflected in our consolidated financial statements as either non-controlling interests in subsidiaries or redeemable non-controlling interests in Consolidated Funds inwhen ourthe consolidatedequity financialof statements.the fund is redeemable. We generally deconsolidate funds when we are no longer deemed to have a controlling financial interest in the entity. The performance of our Consolidated Funds is not necessarily consistent with, or representative of, the combined performance trends of all of our funds.

(1)Reflects amounts attributable to consolidated VIEs for which we did not acquire any direct economic interests. See notes 2, 3 and 5 to our consolidated financial statements included elsewhere in this annual report.

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

Total revenuesexpenses increased $779.2$1,575.3 millionmillion, or 109%, to $711.6$3,017.0 million for fiscal 20242026 as compared to fiscal 2023,2025. dueThe tooverall positiveincrease carriedresulted interestfrom allocationsincreases in theequity-based currentcompensation, yearperformance asfee-related comparedcompensation, tocash-based a reversal of carried interest allocations in the prior year period, a lower reversal ofcompensation, legacy Greenspring carriedperformance interestfee-related allocations in the current period as compared to the prior year,compensation, and highergeneral, managementadministrative and advisoryother fees, net and incentive fees,expenses, in each case, as described below.

IncentiveCash-based feescompensation increased $15.7$82.3 million, or 162%,25%, to $25.3$414.1 million for fiscal 20242026 as compared to fiscal 2023,2025, reflectingdue positiveto investment16% performancehigher average headcount, increased compensation levels from merit increases and higher realizationincome-based activity.incentive fee compensation in the current year period as compared to the prior year period.

Equity-based compensation increased $626.8 million to $669.1 million for fiscal 2025 as compared to fiscal 2024. The increase was primarily attributable to a $629.0 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, as well as $3.5 million related to the full year impact of restricted stock units (“RSUs”) awarded to certain employees and directors in the prior year period and additional grants of RSUs granted in the current year period and no comparable expense for these grants in the prior year period. These increases were partially offset by a decrease of $5.5 million in expense due to the final vesting of RSUs issued in connection with our IPO.

Investment income increased $7.6$25.7 million, or 103%,170%, to $15.1$40.8 million for fiscal 20252026 as compared to fiscal 2024,2025, primarily reflecting overall changes in the valuations of the underlying investments in the StepStone Funds.

We are a global private markets investment firm focused on providing customized investment solutions and advisory and data services to our clients. Our clients include some of the world’s largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent endowments, foundations, family offices and private wealth clients, which include high-net-worth and mass affluent individuals. We partner with our clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real estate asset classes. These portfolios utilize several types of synergistic investment strategies with third-party fund managers, including commitments to funds (“primaries”), acquiring stakes in existing funds on the secondary market (“secondaries”) and investing directly into companies (“co-investments”). As of DecemberJune 31,30, 2025,2026, we were responsible for approximately $811$913 billion of total capital, including $220$245 billion of AUM and $591$668 billion of AUA.

We are a global firm and believe that our multi-asset class expertise, local knowledge, business relationships, proprietary data and technology, and presence are all critical to securing a competitive edge in the private markets. We deploy a local staffing model, operating from 31 cities across 19 countries on five continents. Our offices are staffed by investment professionals who bring valuable regional insights and language proficiency to enhance existing client relationships and build new client relationships. Since our inception in 2007, we have invested and continue to invest heavily in our platforms to drive growth and expand our investment solutions capabilities and service offerings, including through opportunistic transactions that have helped accelerate the growth of our team and capabilities. As of DecemberJune 31,30, 2025,2026, we had over 1,2751,355 total employees, including overapproximately 420425 investment professionals and overapproximately 850925 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.

•Separately managed accounts (“SMAs”). Owned by one client and managed according to their specific preferences, SMAs integrate a combination of primaries, secondaries and co-investments across one or more asset classes. SMAs are meant to address clients’ specific portfolio objectives with respect to return, risk tolerance, diversification and liquidity. SMAs, including directly managed assets, comprised $130$140 billion of our AUM as of DecemberJune 31,30, 2025.2026.

•Focused commingled funds. Owned by multiple clients, our focused commingled funds deploy capital in specific asset classes with defined investment strategies. Focused commingled funds comprised $73$89 billion of our AUM as of DecemberJune 31,30, 2025.2026.

•Advisory and data services. These services include one or more of the following for our clients: (i) recurring support of portfolio construction and design; (ii) discrete or project-based due diligence, advice and investment recommendations; (iii) detailed review of existing private markets investments, including portfolio-level repositioning recommendations where appropriate; (iv) consulting on investment pacing, policies, strategic plans, and asset allocation to investment boards and committees; and (v) licensed access to our proprietary data and technology platforms, including StepStone Private Markets Intelligence (“SPI”) Research and our other proprietary tools. Advisory relationships comprised $591$668 billion of our AUA and $16 billion of our AUM as of DecemberJune 31,30, 2025.2026.

•Portfolio analytics and reporting. We provide clients with tailored reporting packages, including customized performance benchmarks as well as associated compliance, administrative and tax capabilities. Mandates for portfolio analytics and reporting services typically include licensed access to our proprietary performance monitoring software, SPI Reporting. We provided portfolio analytics and reporting on over $871$938 billion of client commitments through SPI Reporting as of DecemberJune 31,30, 2025.2026.

In the second half of 2025,2026, financial markets have continued to experience significant volatility in response to theand uncertainty ofdriven theby, economicamong impactother fromfactors, U.S. trade policy developmentsdevelopments, elevated inflation, elevated interest rates and interest rate uncertainty, fluctuations in foreign currency exchange rates, and geopolitical developments, including the announcementongoing Russia-Ukraine conflict and implementationdevelopments of increases on tariffs charged byin the U.S.Middle onEast. certainAlthough importsinflation andremains above the weakeningFederal ofReserve's thelong-term U.S. dollar against several major foreign currencies. Despite elevated levels of inflation, slowingtarget, global growth has moderated, and elevatedinterest long-termrates rates,remain elevated, U.S. unemployment has remained low,relatively low and the U.S. economy has continued to growexpand throughoutin calendar year 2025.2026.

We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy, fluctuations in foreign currency exchange rates, banking system and credit market volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, Europe and the Middle East, and assess the impact on financial markets and on our business. Our results and the overall industry results have been, and may continue to be, adversely affected by slowdownsslower, inuneven or more challenging fundraising activity and the pace of capital deployment, which have resulted in, and may continue to result in, delayed or decreased management fees. Further, fund managers have been unable or less able to exit existing investments profitably. Such conditions have resulted in, and may continue to result in, delayed or decreased performance fee revenues. It is currently not possible to predict the ultimate effects of these events on the financial markets, the overall economy and our condensed consolidated financial statements. See “Risk Factors—Risks Related to Our Industry—Difficult or volatile market and political conditions can adversely affect our business by reducing the market value of the assets we manage, causing our clients to reduce their investments in private markets, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital” and “Risk Factors—Banking system volatility may adversely affect the results and financial condition of the StepStone Funds or StepStone generally” included in our annual report on Form 10-K for the fiscal year ended March 31, 2025.2026.

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

On May 30,29, 2025,2026, we completed the secondthird annual exchange (the “20252026 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024. As a result of the 20252026 Exchange, the Partnership now owns approximately 60%65% of the outstanding equity interests of SRA, 60%65% of the outstanding equity interests of SRE and 59%65% of the outstanding equity interests of SPD. The aggregate consideration paid by us in the 20252026 Exchange was approximately (i) $10 million in cash, (ii) 756,105972,685 shares of Class A common stock and (iii) 2,438,4032,438,273 Class D units of the Partnership.

The diagram below illustrates our organizational structure as of DecemberJune 31,30, 2025.2026.

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

Prior to September 18, 2025, holders of our Class B common stock controlled a majority of the voting power of our outstanding common stock because (i) each share of our Class B common stock entitled its holder to five votes on all matters to be voted on by stockholders generally, until the earliest to occur of certain ownership changes or September 18, 2025 as set forth in our then current Amended and Restated Certificate of Incorporation (the “Sunset”) and (ii) under our Amended and Restated Stockholders Agreement, dated as of September 20, 2021 (the “Stockholders Agreement”), certain Class A stockholders, Class B stockholders and Class C unitholders in the Partnership agreed to vote all of their shares of voting stock together with and inas accordancedirected withby the Class B Committee (as defined in the Stockholders Agreement). As a result, prior to theSeptember Sunset,18, 2025, we qualified as a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market LLC (“Nasdaq”). Under these rules, a listed company of which more than 50% of the voting power with respect to the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. Consistent with this, until the occurrence of the Sunset, we elected not to comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board entirely by independent directors and (iii) the compensation committee be composed entirely of independent directors.

However, since the occurrence of the Sunset and expiration of the Stockholders Agreement on September 18, 2025, each share of Class A common stock and Class B common stock is entitled to one vote, and we no longer qualify as a “controlled company” within the meaning of the Nasdaq rules. UnderAs thea Nasdaqresult, rules,we theare Company may continuerequired to relycome oninto exemptionscompliance fromwith certainNasdaq’s corporate governance requirements duringapplicable ato onenon-controlled yearcompanies “phase-in”as period.described above no later than September 18, 2026. Until the Company fully complies with these requirements, stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements under the Nasdaq rules. The Company has taken allthe action necessary to comply with the Nasdaq rules that apply to non-controlled companies, including transitioning our board of directors to being composed of a majority of independent directors by September 18, 2026. As described under “Composition of our Board of Directors” in the Company’s definitive Proxy Statement filed with the SEC on July 21, 2026 for its 2026 Annual Meeting of Stockholders (the end“Annual Meeting”), the Company has nominated seven directors for election at the Annual Meeting, four of whom we have determined to be independent, and, if all seven director nominees are elected, the majority of the permittedCompany’s “phase-in” period following lossboard of controlleddirectors companywill statusbe undercomposed of independent directors as of the date of the Annual Meeting, in compliance with the Nasdaq rules).rules. Additionally, aseach of Septemberthe 18,compensation 2025,committee and the Compensation Committeenominating and Nominatingcorporate andgovernance Corporate Governance Committeecommittee of our board of directors each consist of a majority of independent directors. On or before September 18, 2026, we plan for these committees to beis composed entirely of independent directors, andin forcompliance a majority of our board of directors to consist of independent directors. Until the Company is fully subject to these requirements, stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements underwith the Nasdaq rules.

•Management fees from SMAs are generally based on a contractual rate applied to committed capital or net invested capital. These fees will vary over the life of the contract due to changes in the fee basis or contractual rate changes or thresholds, built-in declines in applicable contractual rates, and/or changes in net invested capital balances. The weighted-average management fee rate from SMAs was approximately 0.39% and 0.38%0.37% of average FEAUM for both the twelve months ended DecemberJune 31,30, 20242025 and 2025.2026, respectively.

•Management fees from focused commingled funds are generally based on a specified fee rate applied against client capital commitments during a defined investment or commitment period. Thereafter, management fees are typically calculated based on a contractual rate applied against net invested capital, or a stepped-down fee rate applied against the initial commitment. The weighted-average management fee rate from focused commingled funds was approximately 1.03% and 1.01%1.02% of average FEAUM for the twelve months ended DecemberJune 31,30, 20242025 and 2025, respectively,2026, and primarily reflected the timing of new funds and growth in our private wealth funds which earn higher fee rates.

•The weighted-average management fee rate across SMAs and focused commingled funds was approximately 0.64% and 0.63%0.65% of average FEAUM for the twelve months ended DecemberJune 31,30, 20242025 and 2025,2026, respectively, and primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.

We earn two types of performance fee revenues: incentive fees and carried interest allocations, as described below. As of DecemberJune 31,30, 2025,2026, we had over $105$120 billion of performance fee-eligible capital (excluding certain legacy Greenspring funds) across over 225250 programs.

Carried interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. Carried interest is subject to reversal to the extent that the amount received to date exceeds the amount due to us based on cumulative results. As such, a liability is accrued for the potential clawback obligations if amounts previously distributed to us would require repayment to a fund if such fund were to be liquidated based on the current fair value of their underlying investments as of the reporting date. Actual repayment obligations generally do not become realized until the end of a fund’s life. As of DecemberJune 31,30, 20252026 and March 31, 2025,2026, no material amounts for potential clawback obligations had been accrued.

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

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

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by the Partnership. The Partnership is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by the Partnership flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the Partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to local or non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity levellevel, which are reflected within income tax expense in the condensed consolidated statements of income. As a result, the Partnership does not record U.S. federal and state income taxes on income generated by the Partnership or its subsidiaries, except for certain local and foreign income taxes discussed above.

Non-controllingNCI interests (“NCI”) reflectreflects the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. Non-controlling interests are presented as separate components in our condensed consolidated statements of income (loss) to clearly distinguish between our interests and the economic interests of third parties and employees in those entities. Net income (loss) attributable to SSG, as reported in the condensed consolidated statements of income (loss), is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.

Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees.employees, and the economic interests in certain Consolidated Funds that are not held by us but are held by the third-party investors in the funds. Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the redeemable Consolidated Funds which are not held by us, but are held by the third-party investors in the funds. Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.

Our AUM is calculated as the sum of (i) the net asset value (“NAV”) of client portfolio assets, including the StepStone Funds and (ii) the unfunded commitments of clients to the underlying investments and the StepStone Funds. Our AUM reflects the investment valuations in respect of the underlying investments of our funds and accounts on a three-month lag, adjusted for new client account activity through the period end. Our AUM does not include post-period investment valuation or cash activity. AUM as of DecemberJune 31,30, 20252026 reflects final data for the prior period (SeptemberMarch 30,31, 20252026), adjusted for net new client account activity through DecemberJune 31,30, 2025.2026. NAV data for underlying investments is as of SeptemberMarch 30,31, 2025,2026, as reported by underlying managers up to the business day occurring on or after 100 days following SeptemberMarch 30,31, 2025.2026. When NAV data is not available by the business day occurring on or after 100 days following SeptemberMarch 30,31, 2025,2026, such NAVs are adjusted for cash activity following the last available reported NAV.

Our AUA is calculated as the sum of (i) the NAV of client portfolio assets for which we do not have full discretion and (ii) the unfunded commitments of clients to the underlying investments. Our AUA reflects the investment valuations in respect of the underlying investments of our client accounts on a three-month lag, adjusted for new client account activity through the period end. Our AUA does not include post-period investment valuation or cash activity. AUA as of DecemberJune 31,30, 20252026 reflects final data for the prior period (SeptemberMarch 30,31, 20252026), adjusted for net new client account activity through DecemberJune 31,30, 2025.2026. NAV data for underlying investments is as of SeptemberMarch 30,31, 2025,2026, as reported by underlying managers up to the business day occurring on or after 100 days following SeptemberMarch 30,31, 2025.2026. When NAV data is not available by the business day occurring on or after 100 days following SeptemberMarch 30,31, 2025,2026, such NAVs are adjusted for cash activity following the last available reported NAV.

The activity of the Consolidated Funds is reflected within the condensed consolidated financial statement line items as indicated by reference thereto. The impact of the Consolidated Funds decrease revenues reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us. The net economic ownership interests of our Consolidated Funds held by third parties are reflected in our condensed consolidated financial statements as either non-controlling interests in subsidiaries or redeemable non-controlling interests in Consolidated Funds inwhen ourthe condensedequity consolidatedof financialthe statements.fund is redeemable. We generally deconsolidate funds when we are no longer deemed to have a controlling financial interest in the entity. The performance of our Consolidated Funds is not necessarily consistent with, or representative of, the combined performance trends of all of our funds.

During the three months ended DecemberJune 31,30, 2025,2026, we deconsolidated an investment fund that was previously consolidated insix ouradditional resultsStepStone Funds as it was determined that we no longer heldhold a controlling financial interest.interest in these funds.

Total revenues increased $247.5$14.6 million, or 73%,4%, to $586.5$378.9 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024.2025. The overall increase was driven by higher incentive fees, higher management and advisory fees, net, andpartially higheroffset by lower carried interest allocations, partially offset by a reversal oflower legacy Greenspring carried interest allocationsallocations, inand thelower currentincentive period as compared to positive legacy Greenspring carried interest allocations in the prior year period,fees, in each case, as described below.

Management and advisory fees, net increased $49.1$58.0 million, or 26%,27%, to $239.9$269.2 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024.2025. The increase was driven by new client activity,activity 24%resulting in 20% growth in average FEAUM across the platform and a higher income-basedaverage incentivefee fees.rate driven by a mix shift towards commingled funds. The three months ended DecemberJune 31,30, 20252026 included retroactive fees of $1.1 million from the closings of StepStone’s infrastructure secondariessecondaries, infrastructure co-investment and multi-strategy global venture capital funds. The three months ended DecemberJune 31,30, 20242025 included retroactive fees of $9.7$2.9 million from the closings of StepStone’s Real Estate Partners V, Tactical Growth Fund IVV and Infrastructureinfrastructure Co-Investment Partners 2022secondaries funds.

Realized carried interest allocation revenues increased $22.4$4.2 million, or 92%,17%, to $46.7$28.6 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024,2025, reflecting higher realization activity within our private equity funds. Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues. Excluding the reversal of $46.7$28.6 million, unrealized carried interest allocation revenues increaseddecreased $31.1$40.7 million, or 26%,36%, to $148.7$72.5 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024.2025. The increasedecrease in unrealized carried interest allocations for the three months ended DecemberJune 31,30, 20252026 primarily reflected a higherlower net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity and infrastructure funds.

Legacy Greenspring carried interest allocation revenues increaseddecreased $43.7$2.5 million, or 335%,6%, to $56.7$37.2 million for the ninethree months ended DecemberJune 31,30, 20252026 as compared to the ninethree months ended DecemberJune 31,30, 20242025 as a result of higherlower net unrealized appreciation in the fair value of certain underlying fund investments in the current year period as compared to the prior year period. The ninethree months ended DecemberJune 31,30, 20252026 reflect gross realized carried interest allocations of $18.4$0.6 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $38.3$36.5 million. The ninethree months ended DecemberJune 31,30, 20242025 reflect gross realized carried interest allocations of $56.8$4.9 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $(43.8)$34.8 million.

Total expenses increased $109.7$160.4 million, or 16%,38%, to $807.8$583.7 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024.2025. The overall increase resulted from increases in performance fee-relatedequity-based compensation, cash-based compensation, and general, administrative and other expenses, and performance fee-related compensation, partially offset by decreases inlower legacy Greenspring performance fee-related compensation and equity-based compensation, in each case, as described below.

Cash-based compensation increased $21.9$21.2 million, or 26%,22%, to $107.1$117.2 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024,2025, due to 18%16% higher average headcount, increased compensation levels from merit increases and higher income-based incentive fee compensation in the current year period as compared to the prior year period.

Equity-based compensation decreasedincreased $17.6$128.6 million, or 4%,68%, to $468.8$317.3 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024.2025. The decreaseincrease was primarily attributable to a $19.8$126.1 million decreaseincrease in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, partiallya offset$1.1 bymillion increases in expensesincrease for restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”) granted in the current year period with no comparable expense for these grants in the prior year period, and an increase of $1.1 million for the acceleration of RSU expense in the current year period with no comparable expense in the prior year period. WeFuture expect that thereperiods may be additionalexperience significant increasesfluctuations in equity-based compensation inresulting futurefrom periods due to further increaseschanges in the fair value of liability classified awards, which is driven by the performance of SPW. SPW generated profitability in fiscal 20252026 and in fiscal 20262027 to date, and we expect that there will be an increase in the profitability generated by SPW in the future which would increase the fair value of the associated liability for the profits interest issued in SPW. As of DecemberJune 31,30, 20252026 and March 31, 2025,2026, we had recognized $2,165.6$2,552.9 million and $663.9$2,265.8 million, respectively, for liability classified awards within accrued compensation and benefits in the condensed consolidated balance sheets.

Total performance fee-related compensation expense increased $116.1$2.5 million, or 155%,4%, to $191.3$58.5 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024,2025, primarily reflecting the increase in realized carried interest allocation and incentive fee revenues. Realized performance fee-related compensation increased $96.7$2.2 million, or 380%,18%, to $122.2$13.9 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024,2025, primarily reflecting higher realization activity and higher incentive fees from SPRING.activity.

Legacy Greenspring performance fee-related compensation expense decreased $18.3$2.5 millionmillion, or 6%, to $(10.1)$37.2 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024.2025. The three months ended DecemberJune 31,30, 20252026 reflect gross realized performance fee-related compensation expense of $0.3$0.6 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(10.3)$36.5 million. The three months ended DecemberJune 31,30, 20242025 reflect gross realized performance fee-related compensation expense of $38.3$4.9 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(30.1)$34.8 million.

General, administrative and other expenses increased $4.6$10.6 million, or 3%,25%, to $138.8$53.5 million for the ninethree months ended DecemberJune 31,30, 20252026 as compared to the ninethree months ended DecemberJune 31,30, 2024.2025. The overall increase primarily reflected $4.2$3.8 million in professionalplatform fees, $4.0$1.8 million in travel and associated costs for investment evaluation and client service, $3.3 million in marketing and conference expenses, $2.6$1.5 million in information and technology expense,expenses, $2.1 million in platform fees, $1.3$1.4 million in occupancy costs and other general operating expenses, partially offset by a $16.1 million lower expense for change in fair value for contingent consideration obligation as compared to the prior period.expenses.

Investment income increased $8.8$0.3 million, or 824%,3%, to $9.8$10.8 million for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 2024,2025, primarily reflecting overall changes in the valuations of the underlying investments in StepStone Funds.