Equity-Based Compensation

9 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Restricted Stock Units

The change in unvested RSUs is as follows:


	Number of RSUs	Weighted-Average Grant-Date Fair Value Per RSU
Balance as of March 31, 2025	1,024,007	$	42.28
Granted	69,234	$	59.71
Vested	(13,728)	$	48.64
Forfeited	(10,809)	$	(37.29)
Balance as of December 31, 2025	1,068,704	$	43.37

Performance-Based Restricted Stock Units

The change in unvested PRSUs is as follows:


	Number of PRSUs	Weighted-Average Grant-Date Fair Value Per PRSU
Balance as of March 31, 2025	69,870	$	53.67
Granted	10,804	$	57.85
Vested	—	$	—
Forfeited	—	$	—
Balance as of December 31, 2025	80,674	$	54.23

As of December 31, 2025, $42.9 million of unrecognized non-cash compensation expense in respect of equity-based awards remained to be recognized over a weighted-average period of approximately 3.0 years.

Liability Classified Awards

In November 2022, the Company issued a profits interest in SPW to certain employees of the SPW team and concurrently entered into an option agreement which provides that (i) StepStone has the right to acquire the profits interest at the end of any fiscal quarter after June 30, 2027, in exchange for payment of a call price and (ii) the SPW management team, through an entity named CH Equity Partners, LLC, has the right to put the profits interest to StepStone on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price. The applicable call or put price is, in certain circumstances, subject to an earn-out or earn-down. The call or put price will be payable in cash unless the Company elects to pay a portion of the consideration in units of the Partnership, each to be exchangeable into shares of the Company’s Class A common stock, and, in either case, rights under one or more tax receivable agreements.

The Company accounted for the profits interest and option agreement as a single unit of account as a liability classified equity-based award. There are no vesting provisions or service requirements related to the award. The fair value of the liability classified awards is based on the contractual redemption price. The contractual transaction price is calculated based on the adjusted net income of SPW multiplied by an adjusted trading multiple for the Company’s Class A common stock, and then increased or reduced for certain other specified items. A third-party valuation specialist assisted the Company with the fair value estimate for the awards. Certain assumptions used in determining the fair value are inherently subjective; therefore, the ultimate settlement amount for the liability classified awards may differ materially from the current estimate. The significant unobservable inputs required to value the liability classified awards primarily relate to future projected earnings of SPW, a discount rate and an adjusted trading multiple. The Company applied a discount rate of 31% and 34% as of December 31, 2025 and March 31, 2025, respectively, and an adjusted trading multiple of 20.0x as of December 31, 2025 and March 31, 2025, respectively.

The Company recognized $463.7 million and $483.5 million during the three months ended December 31, 2025 and 2024, respectively, and $1,527.4 million and $529.0 million during the nine months ended December 31, 2025 and 2024, respectively, of expense related to liability classified awards within equity-based compensation expense in the condensed consolidated statements of loss. For the three months ended December 31, 2025 and 2024, the Company paid $11.0 million and $2.3 million, respectively, related to the settlement of liability classified awards. For the nine months ended December 31, 2025 and 2024, the Company paid $26.1 million and $3.0 million, respectively, related to the settlement of liability classified awards. As of December 31, 2025 and March 31, 2025, the Company had recognized $2,165.6 million and $663.9 million, respectively, for liability classified awards within accrued compensation and benefits in the condensed consolidated balance sheets.

Employee Stock Purchase Plan

The Company has an ESPP under which eligible employees may purchase shares of Class A common stock of the Company at six-month period intervals for 85% of the lower of the fair market value on either the first or last trading day of the offering period. The offering periods run from April 1 to September 30, and October 1 to March 31 each year. Each eligible employee may purchase up to five thousand dollars worth of shares each six-month offering period, limited to a maximum of 1,000 shares. During the three months ended December 31, 2025 and 2024, no shares were purchased under the ESPP as purchases typically occur in September and March. During the nine months ended December 31, 2025 and 2024, 37,712 shares and 38,096 shares, respectively, were purchased under the ESPP. As of December 31, 2025, the Company has 2,092,481 shares of Class A common stock reserved for future issuances under the ESPP.

StepStone Group Inc. 10-Q