SCHEDULE: StepStone Director Thomas Keck Discloses 5.2% Stake

StepStone Group Inc. Director Thomas Keck has filed a Schedule 13D, disclosing beneficial ownership of 5.2% of the company's Class A Common Stock.

Summary

• Thomas Keck, a Director of StepStone Group Inc. and Partner of StepStone Group LP, beneficially owns 4,299,538 shares of Class A Common Stock.
• This ownership represents 5.2% of the 78,563,710 shares of Class A Common Stock issued and outstanding as of September 12, 2025, assuming the exchange of all Class B Units.
• The ownership includes 2,290 direct shares of Class A Common Stock, 100,750 shares of Class A Common Stock and 2,551,124 Class B Units held through a family trust, and 1,645,374 Class B Units owned by Cresta Capital, LLC.
• The Class B Units, along with an equal number of Class B Common Stock shares, are exchangeable for Class A Common Stock on a one-for-one basis or, at the Issuer's election, for cash.
• The Class B Committee, which the Reporting Person was a member of, has disbanded, leading to a change in how beneficial ownership is reported.
• The Reporting Person holds these securities for investment purposes.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and a change in reporting status, not containing information that would significantly alter the company's perceived value or outlook.

Positives

• A key director and partner maintains a significant beneficial ownership stake of 5.2%, indicating strong alignment with shareholder interests.
• The stated purpose of holding securities is for investment, suggesting a long-term perspective.

Risks

• The Reporting Person reserves the right to acquire additional securities, dispose of all or a portion of holdings, or change investment intentions, which could impact market dynamics.
• The Issuer is party to a tax receivable agreement, obligating it to pay 85% of certain tax benefits realized from purchases or exchanges of partnership units to continuing partners, including the Reporting Person, which represents a future financial obligation.

Future Outlook

The Reporting Person may consider acquiring additional securities, disposing of current holdings, or changing investment intentions as part of an ongoing evaluation of investment alternatives. As a director, the Reporting Person may also be involved in discussions related to such matters.

Management Comments

• I acquired, and presently hold, Class A Common Stock, Class B Common Stock and Class B Units for investment purposes.
• I reserve the right to acquire additional securities of the Issuer, dispose of all or a portion of my holdings, or change my intention with respect to any or all investment matters.

Industry Context

This filing is a standard disclosure of beneficial ownership by an insider, common in the financial services and alternative asset management industry. It provides transparency regarding a director's stake in the company, which is generally viewed positively as it aligns management interests with shareholders.

Comparison to Industry Standards

• This filing is a regulatory disclosure of beneficial ownership and does not contain performance metrics or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.

Corporate Governance

Related Party Transactions

• Exchange Agreement: Entitles 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 for cash.
• Registration Rights Agreement: Provides certain holders, including the Reporting Person, with the right to require the Issuer to register Class A Common Stock for resale and customary piggyback rights.
• Tax Receivable Agreement: Obligates the Issuer to pay certain continuing partners, including the Reporting Person, 85% of tax benefits realized from increases in tax basis resulting from purchases or exchanges of partnership units.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant insider's ownership stake and investment intentions, potentially reinforcing confidence due to management alignment.
• Regulatory Authorities: Fulfills SEC disclosure requirements for beneficial ownership, ensuring market transparency.

Next Steps

• The Reporting Person may acquire additional securities of the Issuer in the open markets, privately negotiated transactions, or otherwise.
• The Reporting Person may dispose of all or a portion of his holdings of securities of the Issuer.
• The Reporting Person may formulate a plan or make formal proposals to the Board of Directors or other stockholders regarding investment matters.

Key Dates

Keywords

StepStone Group, Thomas Keck, Schedule 13D, Beneficial Ownership, Class A Common Stock, Investment, Corporate Governance, Director, Private Equity