SCHEDULE: StepStone Co-COO Updates 6.0% Stake, Plans Share Sales

Jose A. Fernandez, Co-Chief Operating Officer and Director of StepStone Group Inc., disclosed a 6.0% beneficial ownership stake and a 10b5-1 plan for future share sales.

Summary

• Jose A. Fernandez, Co-Chief Operating Officer and Director of StepStone Group Inc., reported beneficial ownership of 5,033,311 shares of Class A Common Stock, representing 6.0% of the 78,563,710 shares outstanding as of September 12, 2025.
• This ownership includes 11,210 direct Class A shares, 3,416,601 Class B Units held by a family trust, and 1,605,500 Class B Units held by Santaluz Capital Partners, LLC, all exchangeable for Class A Common Stock on a one-for-one basis.
• The Class B Committee, which previously included Mr. Fernandez and through which he reported beneficial ownership, has disbanded as of the filing date.
• Mr. Fernandez entered into a 10b5-1 Plan in August 2025 to sell up to 211,210 shares of Class A Common Stock, subject to certain minimum price conditions.
• His holdings are primarily for investment purposes, stemming from the Issuer's initial public offering (IPO) in September 2020 and related reorganization transactions.

Sentiment

Score: 6

Explanation: The continued significant beneficial ownership by a key executive is positive, demonstrating alignment with shareholder interests. However, the establishment of a 10b5-1 selling plan introduces a slight negative sentiment due to potential future selling pressure on the stock.

Positives

• Jose A. Fernandez, a key executive and director, maintains a significant beneficial ownership stake of 6.0% in StepStone Group Inc., indicating continued alignment with shareholder interests.
• The primary purpose of his holdings is for investment, suggesting long-term confidence in the company.

Negatives

• Mr. Fernandez has established a 10b5-1 plan to sell up to 211,210 shares of Class A Common Stock, which could introduce selling pressure on the stock.

Future Outlook

Mr. Fernandez may acquire additional securities of the Issuer or dispose of all or a portion of his current holdings, and may formulate plans with respect to such matters as part of his ongoing evaluation of his investment and investment alternatives. The 10b5-1 plan provides for the sale of up to 211,210 shares of Class A Common Stock, subject to minimum price conditions.

Management Comments

• The Reporting Person acquired, and presently holds, Class A Common Stock, Class B Common Stock and Class B Units for investment purposes.

Industry Context

This filing primarily concerns an individual's ownership and trading plan within StepStone Group Inc., a global private markets investment firm. It does not directly provide information on broader industry trends or the competitive landscape.

Corporate Governance

Legal Proceedings

• The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• The Reporting Person has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Related Party Transactions

• Exchange Agreement: Entitles Class B unit holders (including the Reporting Person) to exchange Class B units and Class B common stock for Class A common stock on a one-for-one basis or, at the Issuer's election, for cash.
• Registration Rights Agreement: Provides certain Class A and Class B stockholders with rights to require the Issuer to register shares for resale under the Securities Act of 1933, as amended, and customary piggyback rights.
• Tax Receivable Agreement: Provides for the payment by the Issuer to certain continuing partners of the Partnership (including the Reporting Person) of 85% of the amount of tax benefits realized (or deemed realized) from increases in tax basis due to purchases or exchanges of partnership units.

Stakeholder Impact

• Shareholders: Potential impact from the 10b5-1 plan, which could lead to increased supply of Class A Common Stock in the market.
• Shareholders: Continued significant ownership by a key executive may be viewed positively as alignment of interests.

Next Steps

• Execution of the 10b5-1 Plan for the sale of up to 211,210 shares of Class A Common Stock.
• Potential future acquisitions or dispositions of securities by Mr. Fernandez.
• Ongoing evaluation of investment and investment alternatives by Mr. Fernandez.

Key Dates

Recommendation

The filing indicates a key executive maintains a substantial investment in the company, which is generally a positive signal of confidence and alignment with shareholder interests. However, the simultaneous disclosure of a 10b5-1 plan to sell a portion of his holdings introduces a potential overhang on the stock. Investors should monitor the execution of this plan while acknowledging the executive's continued significant stake, leading to a neutral 'hold' recommendation.

Keywords

StepStone Group, Jose Fernandez, Schedule 13D, beneficial ownership, insider trading, 10b5-1 plan, Class A Common Stock, private equity, asset management