StepStone Group Inc. 8-K

What Happened

• On May 29, 2026, StepStone Group Inc. and StepStone Group LP completed the third exchange (the "2026 Exchange") under previously announced transaction agreements to acquire equity in StepStone Group Real Estate LP (SRE), StepStone Group Real Assets LP (SRA) and StepStone Group Private Debt AG (SPD).
• The 2026 Exchange added approximately 5% of the outstanding equity in each Asset Class Entity. After the exchange the Partnership owns approximately 65% of SRE, 65% of SRA and 65% of SPD.
• Consideration paid (inclusive of adjustments) was about $10 million in cash (approximately $11 million pre-adjustments), 972,685 shares of Class A common stock and 2,438,273 Class D units of the Partnership. The consideration amounts were calculated using exchange ratios based on formulas tying estimated adjusted net income and an adjusted trading multiple to the Company’s figures.

Key Details

• Date of completion: May 29, 2026; 8-K filed June 1, 2026.
• Post-exchange ownership: ~65% in each of SRE, SRA, SPD.
• Consideration: ~$10M cash, 972,685 Class A shares, 2,438,273 Class D Units.
• Securities: Class A shares and Class D Units issued at closing were not registered under the Securities Act (relying on Section 4(a)(2)); Class A shares issued to the SPD seller have transfer restrictions; each Class D Unit is exchangeable for one Class A share (issuable under exemptions).

Why It Matters

• This exchange increases StepStone’s controlling stakes in its real estate, real assets and private debt businesses to roughly 65% each, consolidating ownership of those asset-class entities.
• The transaction involved cash and issuance of nearly 1.0M Class A shares plus 2.44M convertible Class D Units, which represent potential future issuance of up to the same number of Class A shares upon exchange — a concrete source of dilution to monitor.
• The issued securities were exempt from registration and some shares are subject to transfer restrictions, which affects liquidity and resale for the sellers but not public registration status.