STEP Stepstone Group Inc. - 8-K

Item 3.02. Unregistered Sales of Equity Securities

The information provided under Item 8.01 below is incorporated herein by reference to the extent responsive to Item 3.02.

Item 8.01. Other Events.

On May 29, 2026, StepStone Group Inc., a Delaware corporation (the “Company”) and StepStone Group LP, a Delaware limited partnership (the “Partnership”), completed the third exchange (the “2026 Exchange”) as part of the previously announced transactions to acquire equity interests of StepStone Group Real Estate LP, a Delaware limited partnership (“SRE”), StepStone Group Real Assets LP, a Delaware limited partnership (“SRA”) and StepStone Group Private Debt AG, a private company limited by shares incorporated in the canton of Zurich (“SPD”, and collectively with SRE and SRA, the “Asset Class Entities”, and each, an “Asset Class Entity”) pursuant to (i) the Transaction Agreement (as may be amended from time to time, the “SRE Transaction Agreement”), dated as of February 7, 2024, by and among SRE and the other parties thereto, (ii) the Transaction Agreement (as may be amended from time to time, the “SRA Transaction Agreement”), dated as of February 7, 2024, by and among SRA and the other parties thereto, and (iii) the Transaction Agreement (as may be amended from time to time, the “SPD Transaction Agreement”), dated as of February 7, 2024, by and among SPD, SC Partner LP, a Cayman Islands exempted limited partnership (the “SPD Seller”) and the other parties thereto.

The portion of the equity interests acquired in the 2026 Exchange was approximately 5% of each Asset Class Entity. As a result of the 2026 Exchange, the Partnership now owns approximately 65% of the outstanding equity interests of SRE, 65% of the outstanding equity interests of SRA and 65% of the outstanding equity interests of SPD. The amount of consideration delivered was calculated using exchange ratios based on a formula establishing an assumed value of each Asset Class Entity based on its estimated adjusted net income, relative to an adjusted trading multiple for the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), relative to the Company’s estimated adjusted net income. The aggregate consideration paid by the Company and the Partnership in the 2026 Exchange, inclusive of adjustments arising under the Transaction Agreements, was (i) approximately $10 million in cash (or approximately $11 million before giving effect to adjustments), (ii) 972,685 shares of Class A Common Stock, and (iii) 2,438,273 Class D Units of the Partnership (the “Class D Units”).

The Class A Common Stock and Class D Units issued at the closing of the 2026 Exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or other applicable securities laws, in reliance upon the exemption set forth in Section 4(a)(2) under the Securities Act. The Class A Common Stock issued to SPD Seller at the closing of the 2026 Exchange are subject to certain transfer restrictions set forth in the SPD Transaction Agreement. One share of Class A Common Stock will be issuable upon exchange of each Class D Unit and such issuances will be made in reliance upon the exemption set forth in Sections 3(a)(9) and/or 4(a)(2) under the Securities Act.