SCHEDULE: StepStone Group: Major Shareholder Group Updates Stake

An amendment to Schedule 13D reveals a decrease in the aggregate beneficial ownership percentage of StepStone Group Inc. by a key investor group due to dilution and recent share sales.

Summary

• This filing is Amendment No. 3 to a Schedule 13D for StepStone Group Inc. (Issuer).
• It updates the beneficial ownership of Class A common stock by a group of reporting persons: ARG Private Equity, LLC, ARGO Holdings, LLC, Sanford Energy, Inc., George B. Kaiser, and Robert A. Waldo.
• The primary reason for this amendment is to reflect dilution caused by the Issuer's issuance of additional shares from time to time since the date of the filing of Amendment No. 2.
• The aggregate beneficial ownership for the group is 7,277,188 shares, representing 8.4% of the Class A Common Stock outstanding.
• This percentage is based on 79,124,247 shares of Class A Common Stock issued and outstanding as of November 4, 2025, as reported in the Issuer's 10-Q filed on November 6, 2025.
• Sanford Energy, Inc., a member of the reporting group, sold a total of 240,848 shares of Class A Common Stock in open market transactions between December 24, 2025, and January 6, 2025 (with some dates listed as 2025 in the filing).

Sentiment

Score: 5

Explanation: This is a routine Schedule 13D amendment updating beneficial ownership percentages for a significant investor group. The decrease in percentage ownership is attributed to dilution from the issuer's share issuances and recent sales by one entity within the group. It does not provide new operational or financial performance data for the company, thus maintaining a neutral sentiment regarding the company's prospects based solely on this filing.

Negatives

• The reporting group's aggregate beneficial ownership percentage has decreased from previous filings due to dilution from the Issuer's share issuances.
• Sanford Energy, Inc., a member of the reporting group, sold 240,848 shares of Class A Common Stock in open market transactions between December 24, 2025, and January 6, 2025, which could indicate a reduction in conviction or portfolio rebalancing.

Future Outlook

NA

Industry Context

NA

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons have been a party to a 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 during the last five years.

Related Party Transactions

• The filing references existing agreements as exhibits, including a Joint Filing Agreement, Lock-Up Agreement, Tenth Amended and Restated Limited Partnership Agreement of StepStone Group LP, Tax Receivable Agreement (Exchanges), Exchange Agreement, and Second Amended and Restated Registration Rights Agreement. No new related party transactions are disclosed.

Stakeholder Impact

• Shareholders: The decrease in percentage ownership by a significant investor group, coupled with recent sales by one entity, could be interpreted by other shareholders as a slight reduction in conviction or a move to rebalance portfolios. However, the group still retains a substantial stake.
• Company Management: This filing provides transparency regarding changes in major shareholder positions, which is relevant for investor relations and understanding the shareholder base.

Key Dates

Keywords

StepStone Group, Schedule 13D, beneficial ownership, Class A common stock, institutional investor, shareholding, equity, SEC filing, ARG Private Equity, ARGO Holdings, Sanford Energy, George B. Kaiser, Robert A. Waldo