StepStone Group Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
STEP$47.45+10.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0001628280-26-005769
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001628280-26-054818
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 333 previous paragraphs and 327 current paragraphs.
190 unchanged; 90 reworded; 45 added; 44 removed; 9 previous and 2 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (45)
Current report
In 2026, financial markets have continued to experience significant volatility and uncertainty driven by, among other factors, U.S. trade policy developments, elevated inflation, elevated interest rates and interest rate uncertainty, fluctuations in foreign currency exchange rates, and geopolitical developments, including the ongoing Russia-Ukraine conflict and developments in the Middle East. Although inflation remains above the Federal Reserve's long-term target, global growth has moderated, and interest rates remain elevated, U.S. unemployment has remained relatively low and the U.S. economy has continued to expand in 2026.
Current report
The portion of the equity interests expected to be acquired in each annual exchange is set forth in an exchange schedule attached to each Transaction Agreement and is approximately 5% of each Asset Class Entity on each contemplated annual exchange date. The amount of consideration to be delivered is calculated using exchange ratios annually derived from a formula that establishes an assumed value of each Asset Class Entity based on its estimated adjusted net income, relative to an adjusted trading multiple for our Class A common stock with respect to our estimated adjusted net income. The Transaction Agreement specifies a minimum adjusted trading multiple for the exchange to take place. If this threshold is not met for a particular year, which is a possibility for 2027 if the current adjusted trading multiple for the Company’s Class A common stock remains at current levels, the exchange for that year may be skipped and combined with a future exchange in a subsequent year, provided the minimum adjusted trading multiple is met at that time.
Current report
Total revenues increased $14.6 million, or 4%, to $378.9 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The overall increase was driven by higher management and advisory fees, net, partially offset by lower carried interest allocations, lower legacy Greenspring carried interest allocations, and lower incentive fees, in each case, as described below.
Current report
There were no incentive fees for the three months ended June 30, 2026. Incentive fees were $0.2 million for the three months ended June 30, 2025.
Current report
Net income attributable to redeemable non-controlling interests in subsidiaries was $0.4 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively.
Current report
AUM was $245 billion as of June 30, 2026, $233 billion as of March 31, 2026 and $199 billion as of June 30, 2025.
Current report
(7)Reflects the removal of unrealized amounts associated with deferred compensation plan asset adjustments and the impact of consolidation of the Consolidated Funds.
Current report
(4)Private equity buyout performance includes buyout-focused strategies comprising 1,140 investments totaling $171.6 billion of capital commitments, and excludes (i) venture capital and growth equity direct investments, reported separately; (ii) 189 client-directed buyout investments, totaling $33.2 billion of capital commitments; (iii) 93 investments with energy, infrastructure and other non-buyout-focused strategies totaling $9.4 billion of capital commitments; (iv) two advisory co-investments totaling $100 million; and (v) any investments that do not have client data monitored in SPI Reporting.
Current report
Private equity buyout investment returns have replaced private equity investment returns. Private equity buyout investment returns represent StepStone’s buyout focused investment strategies and therefore do not include venture capital and growth equity direct investments, fund-of-funds investments, energy, opportunistic and other non-buyout-focused investment strategies previously reported as part of private equity investment returns. In addition, secondary and co-investment performance was previously presented on an unlevered basis. Private equity Net IRR/Net TVM investment returns for primaries, secondaries and co-investments, as previously presented would have been, for primary investments, secondaries and co-investments 13.2%/1.5x, 13.7%/1.3x, and 15.1%/1.5x, respectively.
Current report
•adjustments for unrealized (income) loss on investments of Consolidated Funds of $10.3 million and $(20.8) million;
Current report
•adjustments for unrealized income from notes payable of Consolidated Funds of $18.1 million and $0 million;
Current report
•net contributions to investments of Consolidated Funds of $614.6 million and $57.7 million; and
Current report
•net cash recognized upon initial consolidation of funds of $27.6 million and $0 million; and
Current report
•distributions to non-controlling interests of $53.9 million and $60.2 million;
Current report
•purchase of non-controlling interests of $9.6 million and $10.3 million;
Current report
•distributions to non-controlling interests in legacy Greenspring entities of $0.7 million and $3.0 million;
Current report
•payments for repurchases of Class A common stock of $19.2 million and $0 million;
Current report
•payment of debt issuance costs on fund credit facilities of $4.9 million and $0 million;
Current report
•distributions to non-controlling interests in Consolidated Funds of $276.3 million and $0 million;
Current report
Debt Obligations of the Company
Current report
Debt obligations of the Consolidated Funds primarily comprise amounts due to holders of debt securities issued by a consolidated collateralized financing entity (“CFE”). These debt obligations are collateralized by the assets held by the CFE and are non-recourse to us. We are not liable for any of the notes payable issued by the CFE, as the creditors of the CFE do not have recourse to our assets outside of the assets held by the CFE. As of June 30, 2026, the collateral of the CFE consisted of cash and cash equivalents and investments in funds which are generally organized as partnership and LLC interests. The notes payable may only be repaid from collateral proceeds of the CFE, which will occur as distributions are received from underlying assets. Notes payable of the Consolidated Funds are collateralized by the assets held by the Consolidated Funds and the assets of one fund may not be used to satisfy the liabilities of another fund.
Current report
As of June 30, 2026, the consolidated CFE has the ability to issue up to $1,480.8 million of additional notes payable.
Current report
In March 2026, our consolidated CFE entered into a credit agreement arranged by Alter Domus LLC, as the administrative agent, and certain other lenders party thereto that provides for a revolving credit facility (the “Liquidity Loan Facility”) of up to $389.7 million. As of June 30, 2026, there were no outstanding borrowings under the Liquidity Loan Facility.
Current report
Borrowings under the Liquidity Loan Facility bear interest at a variable rate per annum at the Term SOFR plus a margin of 270 basis points. The facility also bears an unused commitment fee of 1.00% per annum.
Current report
In June 2026, one of our consolidated investment funds entered into a supplemental credit agreement arranged by Lloyds Bank Corporate Markets PLC, as the agent and security agent, and UBS Switzerland AG, as the lender, establishing an additional revolving credit sub-facility of up to $160.0 million (the “Sub-Facility”). As of June 30, 2026, there were approximately $35.1 million in outstanding borrowings under the Sub-Facility.
Current report
Borrowings under the Sub-Facility bear interest at a variable rate per annum based on the applicable benchmark rate plus a margin of 170 basis points. The Sub-Facility also bears a commitment fee of 0.25% per annum. The interest rate in effect for the Sub-Facility as of June 30, 2026 was 5.35%.
Current report
Borrowings under the Sub-Facility may be repaid in accordance with the terms of the supplemental credit agreement and, subject to certain terms and conditions, may be reborrowed prior to the termination date. Any outstanding principal amounts, together with any accrued interest thereon, shall be due and payable on the termination date. The termination date for the Sub-Facility is 365 days from the effective date, subject to the extension option under the facilities agreement.
Current report
One of our consolidated investment funds is party to a credit agreement, as amended and restated in March 2026, with Goldman Sachs Bank USA that provides for an uncommitted revolving credit facility of up to $37.0 million (“Facility D”). As of June 30, 2026, there were approximately $18.2 million in outstanding borrowings under Facility D.
Current report
Borrowings under Facility D bear interest at a variable rate per annum equal to the Term SOFR plus 310 basis points or the Prime Rate plus 210 basis points. Facility D also requires payment of a quarterly administrative fee equal to 15 basis points of the facility limit. The interest rate in effect for Facility D as of June 30, 2026 was 6.72%.
Current report
Borrowings under Facility D may be repaid at any time during the term of the credit agreement and, subject to the terms of the credit agreement, may be reborrowed. Facility D terminates on the earlier of (i) the date that is 30 days prior to the last date on which capital may be called from investors to repay obligations under the facility or (ii) the date on which the credit agreement is terminated by either the lender or the borrower.
Current report
In May 2026, one of our consolidated investment funds entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent, lead arranger, letter of credit issuer and lender, providing for a revolving credit facility of up to $675.0 million (the “Subscription Facility”). As of June 30, 2026, there were approximately $222.9 million in outstanding borrowings under the Subscription Facility.
Current report
Borrowings under the Subscription Facility bear interest at a variable rate equal to SOFR plus 1.80% per annum. In addition, the Subscription Facility is subject to an unused commitment fee of 0.25% per annum on undrawn commitments and customary fees associated with letters of credit. The weighted-average interest rate in effect under the Subscription Facility as of June 30, 2026 was 5.45%.
Current report
During the availability period, amounts borrowed under the Subscription Facility may be repaid and subsequently reborrowed, subject to the terms and conditions of the credit agreement. Obligations under the Subscription Facility are secured by investor capital commitments and related collateral pledged to the lenders. The Subscription Facility matures on May 4, 2029 and may be extended in accordance with the terms of the credit agreement.
Current report
Fund Credit Facility
Current report
Liquidity Loan Facility
Current report
Under the terms of the Liquidity Loan Facility, certain assets of the Consolidated Funds serve as pledged collateral. In addition, the Liquidity Loan Facility contains covenants that, among other things: limit the ability of the fund to incur indebtedness; create, incur or allow liens; and other customary covenants. The Liquidity Loan Facility also provides for customary events of default, which, if any occur and are continuing, could permit or require the entire unpaid principal amount of any or all loans under the Liquidity Loan Facility, plus all accrued and unpaid interest thereon to become or to be declared due and payable immediately.
Current report
Sub-Facility
Current report
Under the terms of the Sub-Facility, certain assets of the Consolidated Funds serve as pledged collateral. Additionally, the Sub-Facility provides for customary events of default, which, if any occur and are continuing, could permit or require the entire unpaid principal amount of any or all loans under the Sub-Facility, plus all accrued and unpaid interest thereon to become or to be declared due and payable immediately. The Sub-Facility also contains financial covenants requiring the fund to maintain an uncalled capital commitment coverage ratio.
Current report
Facility D
Current report
Under the terms of Facility D, certain assets of the Consolidated Funds serve as pledged collateral. In addition, Facility D contains customary affirmative and negative covenants, including restrictions on creating, incurring or permitting liens on collateral and certain other activities. Facility D also provides for customary events of default, which, if any occur and are continuing, could permit or require the entire unpaid principal amount of any or all loans under Facility D, together with accrued and unpaid interest thereon, including default interest, to become immediately due and payable.
Showing the first 40 of 45 passages. Open the source sections for the rest.
Removed paragraphs (44)
Previous report
In the second half of 2025, financial markets continued to experience significant volatility in response to the uncertainty of the economic impact from U.S. trade policy developments including the announcement and implementation of increases on tariffs charged by the U.S. on certain imports and the weakening of the U.S. dollar against several major foreign currencies. Despite elevated levels of inflation, slowing global growth and elevated long-term rates, unemployment has remained low, and the U.S. economy has continued to grow throughout calendar year 2025.
Previous report
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States, which includes extensive amendments to existing tax laws applicable to businesses. The relevant provisions were included in our income tax provision for the three and nine months ended December 31, 2025 and did not have a significant impact on our condensed consolidated financial statements. We will continue to evaluate the effect of the new legislation but do not expect the legislation to have a significant effect on the condensed consolidated financial statements for the full year ending March 31, 2026.
Previous report
In September 2025, we issued 370,470 shares of Class A common stock to certain limited partners of the Partnership in exchange for 370,470 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. We also issued 16,658 shares of Class A common stock to certain limited partners of the Partnership in exchange for 16,658 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class C Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us. We also issued 135,697 shares of Class A common stock to certain limited partners of the Partnership in exchange for 135,697 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
Previous report
In December 2025, we issued 116,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 116,000 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. We also issued 892,169 shares of Class A common stock to certain limited partners of the Partnership in exchange for 892,169 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
Previous report
Total revenues increased $247.5 million, or 73%, to $586.5 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The overall increase was driven by higher incentive fees, higher management and advisory fees, net, and higher carried interest allocations, partially offset by a reversal of legacy Greenspring carried interest allocations in the current period as compared to positive legacy Greenspring carried interest allocations in the prior year period, in each case, as described below.
Previous report
Incentive fees increased $185.6 million, or 830%, to $208.0 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, largely due to higher incentive fees generated by StepStone’s Private Venture and Growth Fund (“SPRING”).
Previous report
Total revenues increased $607.9 million, or 76%, to $1,405.0 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The overall increase was driven by higher carried interest allocations, higher incentive fees, higher management and advisory fees, net, and higher legacy Greenspring carried interest allocations, in each case, as described below.
Previous report
Management and advisory fees, net increased $113.0 million, or 20%, to $666.6 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The increase was driven by new client activity, 26% growth in average FEAUM across the platform and higher income-based incentive fees. The nine months ended December 31, 2025 included retroactive fees of $3.5 million from the closings of StepStone’s Real Estate Partners V, infrastructure secondaries and multi-strategy global venture capital funds. The nine months ended December 31, 2024 included retroactive fees of $36.8 million from the closings of StepStone’s Secondary Opportunities V, Real Estate Partners V, Infrastructure Co-Investment Partners 2022, Tactical Growth Fund IV and VC Global Partners XI funds.
Previous report
Incentive fees increased $186.7 million, or 708%, to $213.0 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, largely due to higher incentive fees generated by SPRING.
Previous report
Legacy Greenspring carried interest allocation revenues increased $43.7 million, or 335%, to $56.7 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024 as a result of higher net unrealized appreciation in the fair value of certain underlying fund investments in the current year period as compared to the prior year period. The nine months ended December 31, 2025 reflect gross realized carried interest allocations of $18.4 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $38.3 million. The nine months ended December 31, 2024 reflect gross realized carried interest allocations of $56.8 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $(43.8) million.
Previous report
Total expenses increased $1,350.0 million, or 128%, to $2,408.1 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The overall increase resulted from increases in equity-based compensation, performance fee-related compensation, cash-based compensation, legacy Greenspring performance fee-related compensation, and general, administrative and other expenses, in each case, as described below.
Previous report
Equity-based compensation increased $999.1 million, or 184%, to $1,542.0 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The increase was primarily attributable to a $998.4 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, and RSUs and PRSUs granted in the current year period with no comparable expense for these grants in the prior year period. These increases were partially offset by a decrease of $5.0 million in expense due to the final vesting of RSUs issued in connection with our IPO.
Previous report
Total performance fee-related compensation expense increased $245.5 million, or 202%, to $367.0 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting the increase in carried interest allocation and incentive fee revenues. Realized performance fee-related compensation increased $109.8 million, or 199%, to $164.9 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting higher realization activity and higher incentive fees from SPRING.
Previous report
Legacy Greenspring performance fee-related compensation expense increased $43.7 million, or 335%, to $56.7 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The nine months ended December 31, 2025 reflect gross realized performance fee-related compensation expense of $18.4 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $38.3 million. The nine months ended December 31, 2024 reflect gross realized performance fee-related compensation expense of $56.8 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(43.8) million.
Previous report
General, administrative and other expenses increased $4.6 million, or 3%, to $138.8 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The overall increase primarily reflected $4.2 million in professional fees, $4.0 million in travel and associated costs for investment evaluation and client service, $3.3 million in marketing and conference expenses, $2.6 million in information and technology expense, $2.1 million in platform fees, $1.3 million in occupancy costs and other general operating expenses, partially offset by a $16.1 million lower expense for change in fair value for contingent consideration obligation as compared to the prior period.
Previous report
Other loss decreased $1.1 million, or 46%, to $1.3 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily reflecting lower net foreign currency transaction losses in the current year period as compared with the prior year period.
Previous report
Investment income increased $13.4 million, or 235%, to $19.1 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting overall changes in the valuations of the underlying investments in StepStone Funds.
Previous report
Legacy Greenspring investment loss decreased $8.3 million to income of $4.2 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The nine months ended December 31, 2025 reflect gross realized investment income of $2.6 million and unrealized investment income, net of the reversal of realized investment income, of $1.6 million. The nine months ended December 31, 2024 reflected gross realized investment income of $6.8 million and unrealized investment loss, net of the reversal of realized investment income, of $10.9 million.
Previous report
Investment income of Consolidated Funds increased $58.1 million, or 188%, to $89.0 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds.
Previous report
Interest income increased $0.5 million, or 7%, to $8.2 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily due to higher average cash and cash equivalent balances during the current year period as compared with the prior year period, partially offset by the impact of deconsolidation of one of the Consolidated Funds during the current year period. Interest income attributable to Consolidated Funds was $2.3 million in the current year period as compared to $3.2 million in the prior year period.
Previous report
Interest expense increased $4.6 million, or 48%, to $14.1 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The increase was due to higher average outstanding debt balances during the current year period as compared with the prior year period, partially offset by the lower interest rate on the Notes for the current year period.
Previous report
Income tax benefit increased $94.9 million, or 206%, to $140.9 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The increase in income tax benefit was primarily driven by the increase in pre-tax net loss for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024.
Previous report
Net income attributable to non-controlling interests in subsidiaries decreased $2.7 million, or 10%, to $24.6 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The decrease was primarily attributable to a decrease in income generated by our consolidated subsidiaries not wholly-owned by us due to significant retroactive fees in the prior year period that did not reoccur in the current year period and an increase in our economic interests in the Asset Class Entities as a result of the Transaction Agreements resulting in a lower rate of allocation of net income to non-controlling interests in subsidiaries.
Previous report
Net income attributable to redeemable non-controlling interests in subsidiaries was $0.6 million and $0.3 million for the three months ended December 31, 2025 and 2024, respectively, and $1.6 million and $1.0 million for the nine months ended December 31, 2025 and 2024, respectively.
Previous report
AUM was $220 billion as of December 31, 2025, $189 billion as of March 31, 2025 and $179 billion as of December 31, 2024.
Previous report
Nine Months Ended December 31, 2025
Previous report
Adjusted revenues increased $340.5 million, or 51%, to $1,014.3 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting increases in adjusted incentive fees, fee revenues and realized carried interest allocations.
Previous report
(1)The Class B2 units fully vested in June 2024.
Previous report
(7)Reflects the removal of the impact of consolidation of the Consolidated Funds and amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($1.3 million for the nine months ended December 31, 2025).
Previous report
(7)Co-investments include venture capital and growth equity direct investments for private equity.
Previous report
•adjustments for unrealized investment income from Consolidated Funds of $87.5 million and $28.1 million;
Previous report
•net purchases of investments of Consolidated Funds of $225.9 million and $160.5 million; and
Previous report
•net cash derecognized from deconsolidation of fund of $52.4 million and $0 million; and
Previous report
•net repayments on revolving credit facility of $0 million and $150.0 million;
Previous report
•deferred financing costs of $0 million and $5.4 million;
Previous report
•distributions to non-controlling interests of $125.4 million and $96.9 million;
Previous report
•purchase of non-controlling interests of $10.3 million and $5.4 million;
Previous report
•redemption of redeemable non-controlling interests of $0 million and $13.0 million;
Previous report
•distributions to non-controlling interests in legacy Greenspring entities of $4.7 million and $29.6 million;
Previous report
•payments for taxes related to the net settlement of RSUs of $0 million and $1.1 million;
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Reworded paragraphs (90)
Previous wording
We are a global private markets investment firm focused on providing customized investment solutions and advisory and data services to our clients. Our clients include some of the world’s largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent endowments, foundations, family offices and private wealth clients, which include high-net-worth and mass affluent individuals. We partner with our clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real estate asset classes. These portfolios utilize several types of synergistic investment strategies with third-party fund managers, including commitments to funds (“primaries”), acquiring stakes in existing funds on the secondary market (“secondaries”) and investing directly into companies (“co-investments”). As of December 31, 2025, we were responsible for approximately $811 billion of total capital, including $220 billion of AUM and $591 billion of AUA.
Current wording
We are a global private markets investment firm focused on providing customized investment solutions and advisory and data services to our clients. Our clients include some of the world’s largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent endowments, foundations, family offices and private wealth clients, which include high-net-worth and mass affluent individuals. We partner with our clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real estate asset classes. These portfolios utilize several types of synergistic investment strategies with third-party fund managers, including commitments to funds (“primaries”), acquiring stakes in existing funds on the secondary market (“secondaries”) and investing directly into companies (“co-investments”). As of June 30, 2026, we were responsible for approximately $913 billion of total capital, including $245 billion of AUM and $668 billion of AUA.
Previous wording
We are a global firm and believe that our multi-asset class expertise, local knowledge, business relationships, proprietary data and technology, and presence are all critical to securing a competitive edge in the private markets. We deploy a local staffing model, operating from 31 cities across 19 countries on five continents. Our offices are staffed by investment professionals who bring valuable regional insights and language proficiency to enhance existing client relationships and build new client relationships. Since our inception in 2007, we have invested and continue to invest heavily in our platforms to drive growth and expand our investment solutions capabilities and service offerings, including through opportunistic transactions that have helped accelerate the growth of our team and capabilities. As of December 31, 2025, we had over 1,275 total employees, including over 420 investment professionals and over 850 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.
Current wording
We are a global firm and believe that our multi-asset class expertise, local knowledge, business relationships, proprietary data and technology, and presence are all critical to securing a competitive edge in the private markets. We deploy a local staffing model, operating from 31 cities across 19 countries on five continents. Our offices are staffed by investment professionals who bring valuable regional insights and language proficiency to enhance existing client relationships and build new client relationships. Since our inception in 2007, we have invested and continue to invest heavily in our platforms to drive growth and expand our investment solutions capabilities and service offerings, including through opportunistic transactions that have helped accelerate the growth of our team and capabilities. As of June 30, 2026, we had 1,355 total employees, including approximately 425 investment professionals and approximately 925 employees across our operating team and implementation teams dedicated to sourcing, executing, analyzing and monitoring private markets opportunities.
Previous wording
•Separately managed accounts (“SMAs”). Owned by one client and managed according to their specific preferences, SMAs integrate a combination of primaries, secondaries and co-investments across one or more asset classes. SMAs are meant to address clients’ specific portfolio objectives with respect to return, risk tolerance, diversification and liquidity. SMAs, including directly managed assets, comprised $130 billion of our AUM as of December 31, 2025.
Current wording
•Separately managed accounts (“SMAs”). Owned by one client and managed according to their specific preferences, SMAs integrate a combination of primaries, secondaries and co-investments across one or more asset classes. SMAs are meant to address clients’ specific portfolio objectives with respect to return, risk tolerance, diversification and liquidity. SMAs, including directly managed assets, comprised $140 billion of our AUM as of June 30, 2026.
Previous wording
•Focused commingled funds. Owned by multiple clients, our focused commingled funds deploy capital in specific asset classes with defined investment strategies. Focused commingled funds comprised $73 billion of our AUM as of December 31, 2025.
Current wording
•Focused commingled funds. Owned by multiple clients, our focused commingled funds deploy capital in specific asset classes with defined investment strategies. Focused commingled funds comprised $89 billion of our AUM as of June 30, 2026.
Previous wording
•Advisory and data services. These services include one or more of the following for our clients: (i) recurring support of portfolio construction and design; (ii) discrete or project-based due diligence, advice and investment recommendations; (iii) detailed review of existing private markets investments, including portfolio-level repositioning recommendations where appropriate; (iv) consulting on investment pacing, policies, strategic plans, and asset allocation to investment boards and committees; and (v) licensed access to our proprietary data and technology platforms, including StepStone Private Markets Intelligence (“SPI”) Research and our other proprietary tools. Advisory relationships comprised$591 billion of our AUA and $16 billion of our AUM as of December 31, 2025.
Current wording
•Advisory and data services. These services include one or more of the following for our clients: (i) recurring support of portfolio construction and design; (ii) discrete or project-based due diligence, advice and investment recommendations; (iii) detailed review of existing private markets investments, including portfolio-level repositioning recommendations where appropriate; (iv) consulting on investment pacing, policies, strategic plans, and asset allocation to investment boards and committees; and (v) licensed access to our proprietary data and technology platforms, including StepStone Private Markets Intelligence (“SPI”) Research and our other proprietary tools. Advisory relationships comprised$668 billion of our AUA and $16 billion of our AUM as of June 30, 2026.
Previous wording
•Portfolio analytics and reporting. We provide clients with tailored reporting packages, including customized performance benchmarks as well as associated compliance, administrative and tax capabilities. Mandates for portfolio analytics and reporting services typically include licensed access to our proprietary performance monitoring software, SPI Reporting. We provided portfolio analytics and reporting on over $871 billion of client commitments through SPI Reporting as of December 31, 2025.
Current wording
•Portfolio analytics and reporting. We provide clients with tailored reporting packages, including customized performance benchmarks as well as associated compliance, administrative and tax capabilities. Mandates for portfolio analytics and reporting services typically include licensed access to our proprietary performance monitoring software, SPI Reporting. We provided portfolio analytics and reporting on over $938 billion of client commitments through SPI Reporting as of June 30, 2026.
Previous wording
We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy, fluctuations in foreign currency exchange rates, banking system volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, Europe and the Middle East, and assess the impact on financial markets and on our business. Our results and the overall industry results have been, and may continue to be, adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which have resulted in, and may continue to result in, delayed or decreased management fees. Further, fund managers have been unable or less able to exit existing investments profitably. Such conditions have resulted in, and may continue to result in, delayed or decreased performance fee revenues. It is currently not possible to predict the ultimate effects of these events on the financial markets, the overall economy and our condensed consolidated financial statements. See “Risk Factors—Risks Related to Our Industry—Difficult or volatile market and political conditions can adversely affect our business by reducing the market value of the assets we manage, causing our clients to reduce their investments in private markets, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital” and “Risk Factors—Banking system volatility may adversely affect the results and financial condition of the StepStone Funds or StepStone generally” included in our annual report on Form 10-K for the fiscal year ended March 31, 2025.
Current wording
We are continuing to closely monitor developments related to inflation, decreasing but still elevated interest rates, trade, regulatory and other governmental policy, fluctuations in foreign currency exchange rates, banking system and credit market volatility, geopolitical tension, unrest or conflicts, including in or with China, Russia, Ukraine, Europe and the Middle East, and assess the impact on financial markets and on our business. Our results and the overall industry results have been, and may continue to be, adversely affected by slower, uneven or more challenging fundraising activity and capital deployment, which have resulted in, and may continue to result in, delayed or decreased management fees. Further, fund managers have been unable or less able to exit existing investments profitably. Such conditions have resulted in, and may continue to result in, delayed or decreased performance fee revenues. It is currently not possible to predict the ultimate effects of these events on the financial markets, the overall economy and our condensed consolidated financial statements. See “Risk Factors—Risks Related to Our Industry—Difficult or volatile market and political conditions can adversely affect our business by reducing the market value of the assets we manage, causing our clients to reduce their investments in private markets, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital” and “Risk Factors—Banking system volatility may adversely affect the results and financial condition of the StepStone Funds or StepStone generally” included in our annual report on Form 10-K for the fiscal year ended March 31, 2026.
Previous wording
The Transaction Agreements provide for, among other things and subject to the terms and conditions therein, the exchange of the sellers’ equity interests in the Asset Class Entities, as applicable, for a combination of (i) Class D units, in the case of SRA and SRE, or shares of Class A common stock, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests).
Current wording
The Transaction Agreements provide for, among other things and subject to the terms and conditions therein, the exchange of the sellers’ equity interests in the Asset Class Entities, as applicable, for a combination of (i) Class D units of the Partnership, in the case of SRA and SRE, or shares of Class A common stock of SSG, in the case of SPD, and (ii) cash (at our discretion for all exchanges except the initial exchange), in up to ten annual exchanges (or up to fifteen annual exchanges in certain circumstances in the case of the sellers of SRA equity interests). Each Transaction Agreement also provides that beginning after the fifth annual exchange, future exchanges may be accelerated into one final exchange in certain circumstances.
Previous wording
On May 30, 2025, we completed the second annual exchange (the “2025 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024. As a result of the 2025 Exchange, the Partnership now owns approximately 60% of the outstanding equity interests of SRA, 60% of the outstanding equity interests of SRE and 59% of the outstanding equity interests of SPD. The aggregate consideration paid by us in the 2025 Exchange was approximately (i) $10 million in cash, (ii) 756,105 shares of Class A common stock and (iii) 2,438,403 Class D units of the Partnership.
Current wording
On May 29, 2026, we completed the third annual exchange (the “2026 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024. As a result of the 2026 Exchange, the Partnership now owns approximately 65% of the outstanding equity interests of SRA, 65% of the outstanding equity interests of SRE and 65% of the outstanding equity interests of SPD. The aggregate consideration paid by us in the 2026 Exchange was approximately (i) $10 million in cash, (ii) 972,685 shares of Class A common stock and (iii) 2,438,273 Class D units of the Partnership.
Previous wording
In June 2025, we issued 152,768 shares of Class A common stock to certain limited partners of the Partnership in exchange for 152,768 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. We also issued 18,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 18,000 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions. A corresponding number of Class A units of the Partnership were issued to us. We also issued 864,640 shares of Class A common stock to certain limited partners of the Partnership in exchange for 864,640 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
Current wording
In June 2026, we issued 250,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 250,000 Class B units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to us. We also issued 50,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 50,000 Class C units of the Partnership in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of our Class A common stock on a one-for-one basis, subject to certain restrictions. A corresponding number of Class A units of the Partnership were issued to us. We also issued 831,428 shares of Class A common stock to certain limited partners of the Partnership in exchange for 831,428 Class D units of the Partnership in accordance with the elective exchange notices submitted pursuant to the Class D Exchange Agreement, and a corresponding number of Class A units of the Partnership were issued to us.
Previous wording
•certain employee owners who own Class C units; and
Current wording
•certain employee and former employee owners who own Class C units; and
Previous wording
Prior to September 18, 2025, holders of our Class B common stock controlled a majority of the voting power of our outstanding common stock because (i) each share of our Class B common stock entitled its holder to five votes on all matters to be voted on by stockholders generally, until the earliest to occur of certain ownership changes or September 18, 2025 as set forth in our then current Amended and Restated Certificate of Incorporation (the “Sunset”) and (ii) under our Amended and Restated Stockholders Agreement, dated as of September 20, 2021 (the “Stockholders Agreement”), certain Class A stockholders, Class B stockholders and Class C unitholders in the Partnership agreed to vote all of their shares of voting stock together and in accordance with the Class B Committee (as defined in the Stockholders Agreement). As a result, prior to the Sunset, we qualified as a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market LLC (“Nasdaq”). Under these rules, a listed company of which more than 50% of the voting power with respect to the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. Consistent with this, until the occurrence of the Sunset, we elected not to comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board entirely by independent directors and (iii) the compensation committee be composed entirely of independent directors.
Current wording
Prior to September 18, 2025, holders of our Class B common stock controlled a majority of the voting power of our outstanding common stock because (i) each share of our Class B common stock entitled its holder to five votes on all matters to be voted on by stockholders generally, until the earliest to occur of certain ownership changes or September 18, 2025 as set forth in our then current Amended and Restated Certificate of Incorporation (the “Sunset”) and (ii) under our Amended and Restated Stockholders Agreement, dated as of September 20, 2021 (the “Stockholders Agreement”), certain Class A stockholders, Class B stockholders and Class C unitholders in the Partnership agreed to vote all of their shares of voting stock together with and as directed by the Class B Committee (as defined in the Stockholders Agreement). As a result, prior to September 18, 2025, we qualified as a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market LLC (“Nasdaq”). Under these rules, a listed company of which more than 50% of the voting power with respect to the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. Consistent with this, until the occurrence of the Sunset, we elected not to comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board entirely by independent directors and (iii) the compensation committee be composed entirely of independent directors.
Previous wording
However, since the occurrence of the Sunset and expiration of the Stockholders Agreement on September 18, 2025, each share of Class A common stock and Class B common stock is entitled to one vote, and we no longer qualify as a “controlled company” within the meaning of the Nasdaq rules. Under the Nasdaq rules, the Company may continue to rely on exemptions from certain corporate governance requirements during a one year “phase-in” period. The Company has taken all action necessary to comply with the Nasdaq rules that apply to non-controlled companies, including transitioning our board of directors to being composed of a majority of independent directors by September 18, 2026 (the end of the permitted “phase-in” period following loss of controlled company status under the Nasdaq rules). Additionally, as of September 18, 2025, the Compensation Committee and Nominating and Corporate Governance Committee of our board of directors each consist of a majority of independent directors. On or before September 18, 2026, we plan for these committees to be composed entirely of independent directors, and for a majority of our board of directors to consist of independent directors. Until the Company is fully subject to these requirements, stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements under the Nasdaq rules.
Current wording
However, since the occurrence of the Sunset and expiration of the Stockholders Agreement on September 18, 2025, each share of Class A common stock and Class B common stock is entitled to one vote, and we no longer qualify as a “controlled company” within the meaning of the Nasdaq rules. As a result, we are required to come into compliance with Nasdaq’s corporate governance requirements applicable to non-controlled companies as described above no later than September 18, 2026. Until the Company fully complies with these requirements, stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements under the Nasdaq rules. The Company has taken the action necessary to comply with the Nasdaq rules that apply to non-controlled companies, including transitioning our board of directors to being composed of a majority of independent directors by September 18, 2026. As described under “Composition of our Board of Directors” in the Company’s definitive Proxy Statement filed with the SEC on July 21, 2026 for its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company has nominated seven directors for election at the Annual Meeting, four of whom we have determined to be independent, and, if all seven director nominees are elected, the majority of the Company’s board of directors will be composed of independent directors as of the date of the Annual Meeting, in compliance with the Nasdaq rules. Additionally, each of the compensation committee and the nominating and corporate governance committee of our board of directors is composed entirely of independent directors, in compliance with the Nasdaq rules.
Previous wording
•Management fees from SMAs are generally based on a contractual rate applied to committed capital or net invested capital. These fees will vary over the life of the contract due to changes in the fee basis or contractual rate changes or thresholds, built-in declines in applicable contractual rates, and/or changes in net invested capital balances. The weighted-average management fee rate from SMAs was approximately 0.39% and 0.38% of average FEAUM for both the twelve months ended December 31, 2024 and 2025.
Current wording
•Management fees from SMAs are generally based on a contractual rate applied to committed capital or net invested capital. These fees will vary over the life of the contract due to changes in the fee basis or contractual rate changes or thresholds, built-in declines in applicable contractual rates, and/or changes in net invested capital balances. The weighted-average management fee rate from SMAs was approximately 0.39% and 0.37% of average FEAUM for the twelve months ended June 30, 2025 and 2026, respectively.
Previous wording
•Management fees from focused commingled funds are generally based on a specified fee rate applied against client capital commitments during a defined investment or commitment period. Thereafter, management fees are typically calculated based on a contractual rate applied against net invested capital, or a stepped-down fee rate applied against the initial commitment. The weighted-average management fee rate from focused commingled funds was approximately 1.03% and 1.01% of average FEAUM for the twelve months ended December 31, 2024 and 2025, respectively, and primarily reflected the timing of new funds and growth in our private wealth funds which earn higher fee rates.
Current wording
•Management fees from focused commingled funds are generally based on a specified fee rate applied against client capital commitments during a defined investment or commitment period. Thereafter, management fees are typically calculated based on a contractual rate applied against net invested capital, or a stepped-down fee rate applied against the initial commitment. The weighted-average management fee rate from focused commingled funds was approximately 1.02% of average FEAUM for the twelve months ended June 30, 2025 and 2026, and primarily reflected the timing of new funds and growth in our private wealth funds which earn higher fee rates.
Previous wording
•The weighted-average management fee rate across SMAs and focused commingled funds was approximately 0.64% and 0.63% of average FEAUM for the twelve months ended December 31, 2024 and 2025, respectively, and primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.
Current wording
•The weighted-average management fee rate across SMAs and focused commingled funds was approximately 0.64% and 0.65% of average FEAUM for the twelve months ended June 30, 2025 and 2026, respectively, and primarily reflected the timing of new funds, shifts in mix between SMAs and focused commingled funds and growth in our private wealth funds which earn higher fee rates.
Previous wording
We earn two types of performance fee revenues: incentive fees and carried interest allocations, as described below. As of December 31, 2025, we had over $105 billion of performance fee-eligible capital (excluding certain legacy Greenspring funds) across over 225 programs.
Current wording
We earn two types of performance fee revenues: incentive fees and carried interest allocations, as described below. As of June 30, 2026, we had over $120 billion of performance fee-eligible capital (excluding certain legacy Greenspring funds) across over 250 programs.
Previous wording
Interest expense primarily consists of the interest expense on the Revolver and the Notes, as well as the related amortization of deferred financing costs.
Current wording
Interest expense primarily consists of the interest expense on the Revolver and the Notes, the related amortization of deferred financing costs, and amounts associated with the Consolidated Funds.
Previous wording
Non-controlling interests (“NCI”) reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. Non-controlling interests are presented as separate components in our condensed consolidated statements of income (loss) to clearly distinguish between our interests and the economic interests of third parties and employees in those entities. Net income (loss) attributable to SSG, as reported in the condensed consolidated statements of income (loss), is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.
Current wording
NCI reflects the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. Non-controlling interests are presented as separate components in our condensed consolidated statements of income (loss) to clearly distinguish between our interests and the economic interests of third parties and employees in those entities. Net income (loss) attributable to SSG, as reported in the condensed consolidated statements of income (loss), is presented net of the portion of net income (loss) attributable to holders of non-controlling interests.
Previous wording
Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees. Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.
Current wording
Non-controlling interests in subsidiaries represent the economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees, and the economic interests in certain Consolidated Funds that are not held by us but are held by the third-party investors in the funds. Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.
Previous wording
Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the Consolidated Funds which are not held by us, but are held by the third-party investors in the funds. Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.
Current wording
Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the redeemable Consolidated Funds which are not held by us, but are held by the third-party investors in the funds. Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.
Previous wording
The activity of the Consolidated Funds is reflected within the condensed consolidated financial statement line items as indicated by reference thereto. The impact of the Consolidated Funds decrease revenues reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us. The net economic ownership interests of our Consolidated Funds held by third parties are reflected as redeemable non-controlling interests in Consolidated Funds in our condensed consolidated financial statements. We generally deconsolidate funds when we are no longer deemed to have a controlling financial interest in the entity. The performance of our Consolidated Funds is not necessarily consistent with, or representative of, the combined performance trends of all of our funds.
Current wording
The activity of the Consolidated Funds is reflected within the condensed consolidated financial statement line items as indicated by reference thereto. The impact of the Consolidated Funds decrease revenues reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us. The net economic ownership interests of our Consolidated Funds held by third parties are reflected in our condensed consolidated financial statements as either non-controlling interests in subsidiaries or redeemable non-controlling interests in Consolidated Funds when the equity of the fund is redeemable. We generally deconsolidate funds when we are no longer deemed to have a controlling financial interest in the entity. The performance of our Consolidated Funds is not necessarily consistent with, or representative of, the combined performance trends of all of our funds.
Previous wording
During the three months ended December 31, 2025, we deconsolidated an investment fund that was previously consolidated in our results as it was determined that we no longer held a controlling financial interest.
Current wording
During the three months ended June 30, 2026, we consolidated six additional StepStone Funds as it was determined that we hold a controlling financial interest in these funds.
Previous wording
Management and advisory fees, net increased $49.1 million, or 26%, to $239.9 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The increase was driven by new client activity, 24% growth in average FEAUM across the platform and higher income-based incentive fees. The three months ended December 31, 2025 included retroactive fees of $1.1 million from the closings of StepStone’s infrastructure secondaries and multi-strategy global venture capital funds. The three months ended December 31, 2024 included retroactive fees of $9.7 million from the closings of StepStone’s Real Estate Partners V, Tactical Growth Fund IV and Infrastructure Co-Investment Partners 2022 funds.
Current wording
Management and advisory fees, net increased $58.0 million, or 27%, to $269.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was driven by new client activity resulting in 20% growth in average FEAUM across the platform and a higher average fee rate driven by a mix shift towards commingled funds. The three months ended June 30, 2026 included retroactive fees of $1.1 million from the closings of StepStone’s infrastructure secondaries, infrastructure co-investment and multi-strategy venture capital funds. The three months ended June 30, 2025 included retroactive fees of $2.9 million from the closings of StepStone’s Real Estate Partners V and infrastructure secondaries funds.
Previous wording
Realized carried interest allocation revenues increased $22.4 million, or 92%, to $46.7 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, reflecting higher realization activity within our private equity funds. Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues. Excluding the reversal of $46.7 million, unrealized carried interest allocation revenues increased $31.1 million, or 26%, to $148.7 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The increase in unrealized carried interest allocations for the three months ended December 31, 2025 primarily reflected a higher net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity and infrastructure funds.
Current wording
Realized carried interest allocation revenues increased $4.2 million, or 17%, to $28.6 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, reflecting higher realization activity within our private equity funds. Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues. Excluding the reversal of $28.6 million, unrealized carried interest allocation revenues decreased $40.7 million, or 36%, to $72.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease in unrealized carried interest allocations for the three months ended June 30, 2026 primarily reflected a lower net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds.
Previous wording
Legacy Greenspring carried interest allocation revenues decreased $18.3 million to $(10.1) million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024 as a result of net unrealized depreciation in the fair value of certain underlying fund investments in the current year period as compared to net unrealized appreciation in the prior year period. The three months ended December 31, 2025 reflect gross realized carried interest allocations of $0.3 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $(10.3) million. The three months ended December 31, 2024 reflect gross realized carried interest allocations of $38.3 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $(30.1) million.
Current wording
Legacy Greenspring carried interest allocation revenues decreased $2.5 million, or 6%, to $37.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 as a result of lower net unrealized appreciation in the fair value of certain underlying fund investments in the current year period as compared to the prior year period. The three months ended June 30, 2026 reflect gross realized carried interest allocations of $0.6 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $36.5 million. The three months ended June 30, 2025 reflect gross realized carried interest allocations of $4.9 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $34.8 million.
Previous wording
Total expenses increased $109.7 million, or 16%, to $807.8 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The overall increase resulted from increases in performance fee-related compensation, cash-based compensation, and general, administrative and other expenses, partially offset by decreases in legacy Greenspring performance fee-related compensation and equity-based compensation, in each case, as described below.
Current wording
Total expenses increased $160.4 million, or 38%, to $583.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The overall increase resulted from increases in equity-based compensation, cash-based compensation, general, administrative and other expenses, and performance fee-related compensation, partially offset by lower legacy Greenspring performance fee-related compensation, in each case, as described below.
Previous wording
Cash-based compensation increased $21.9 million, or 26%, to $107.1 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, due to 18% higher average headcount, increased compensation levels from merit increases and higher income-based incentive fee compensation in the current year period as compared to the prior year period.
Current wording
Cash-based compensation increased $21.2 million, or 22%, to $117.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, due to 16% higher average headcount, increased compensation levels from merit increases and higher income-based incentive fee compensation in the current year period as compared to the prior year period.
Previous wording
Equity-based compensation decreased $17.6 million, or 4%, to $468.8 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The decrease was primarily attributable to a $19.8 million decrease in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, partially offset by increases in expenses for restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”) granted in the current year period with no comparable expense for these grants in the prior year period. We expect that there may be additional significant increases in equity-based compensation in future periods due to further increases in the fair value of liability classified awards, which is driven by the performance of SPW. SPW generated profitability in fiscal 2025 and in fiscal 2026 to date, and we expect that there will be an increase in the profitability generated by SPW in the future which would increase the fair value of the associated liability for the profits interest issued in SPW. As of December 31, 2025 and March 31, 2025, we 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.
Current wording
Equity-based compensation increased $128.6 million, or 68%, to $317.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily attributable to a $126.1 million increase in expenses for liability classified awards related to the profits interest issued in SPW in the current year period as compared to the prior year period, a $1.1 million increase for restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”) granted in the current year period with no comparable expense for these grants in the prior year period, and an increase of $1.1 million for the acceleration of RSU expense in the current year period with no comparable expense in the prior year period. Future periods may experience significant fluctuations in equity-based compensation resulting from changes in the fair value of liability classified awards, which is driven by the performance of SPW. SPW generated profitability in fiscal 2026 and in fiscal 2027 to date, and we expect that there will be an increase in the profitability generated by SPW in the future which would increase the fair value of the associated liability for the profits interest issued in SPW. As of June 30, 2026 and March 31, 2026, we had recognized $2,552.9 million and $2,265.8 million, respectively, for liability classified awards within accrued compensation and benefits in the condensed consolidated balance sheets.
Previous wording
Total performance fee-related compensation expense increased $116.1 million, or 155%, to $191.3 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily reflecting the increase in carried interest allocation and incentive fee revenues. Realized performance fee-related compensation increased $96.7 million, or 380%, to $122.2 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily reflecting higher realization activity and higher incentive fees from SPRING.
Current wording
Total performance fee-related compensation expense increased $2.5 million, or 4%, to $58.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily reflecting the increase in realized carried interest allocation revenues. Realized performance fee-related compensation increased $2.2 million, or 18%, to $13.9 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily reflecting higher realization activity.
Previous wording
Legacy Greenspring performance fee-related compensation expense decreased $18.3 million to $(10.1) million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The three months ended December 31, 2025 reflect gross realized performance fee-related compensation expense of $0.3 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(10.3) million. The three months ended December 31, 2024 reflect gross realized performance fee-related compensation expense of $38.3 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $(30.1) million.
Current wording
Legacy Greenspring performance fee-related compensation expense decreased $2.5 million, or 6%, to $37.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The three months ended June 30, 2026 reflect gross realized performance fee-related compensation expense of $0.6 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $36.5 million. The three months ended June 30, 2025 reflect gross realized performance fee-related compensation expense of $4.9 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $34.8 million.
Previous wording
General, administrative and other expenses increased $7.5 million, or 17%, to $50.6 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The overall increase primarily reflected $2.4 million in travel and associated costs for investment evaluation and client service, $2.0 million in marketing and conference expenses, $1.8 million in information and technology expense, $1.2 million in professional fees, $1.0 million in platform fees, $1.0 million in human resources and recruiting expenses and other general operating expenses, partially offset by a $2.4 million lower expense for change in fair value for contingent consideration obligation as compared to the prior period.
Current wording
General, administrative and other expenses increased $10.6 million, or 25%, to $53.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The overall increase primarily reflected $3.8 million in platform fees, $1.8 million in travel and associated costs for investment evaluation and client service, $1.5 million in information and technology expenses, $1.4 million in occupancy costs and other general operating expenses.
Previous wording
Investment income increased $8.8 million, or 824%, to $9.8 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily reflecting overall changes in the valuations of the underlying investments in StepStone Funds.
Current wording
Investment income increased $0.3 million, or 3%, to $10.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily reflecting overall changes in the valuations of the underlying investments in StepStone Funds.
Previous wording
Legacy Greenspring investment income decreased $1.7 million to loss of $0.5 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The three months ended December 31, 2025 reflect gross realized investment income of $38 thousand and unrealized investment loss, net of the reversal of realized investment income, of $0.6 million. The three months ended December 31, 2024 reflect gross realized investment income of $3.9 million and unrealized investment loss, net of the reversal of realized investment income, of $2.8 million.
Current wording
Legacy Greenspring investment income (loss) decreased $8.6 million to a loss of $5.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The three months ended June 30, 2026 reflect gross realized investment income of $0.2 million and unrealized investment loss, net of the reversal of realized investment income, of $5.4 million. The three months ended June 30, 2025 reflect gross realized investment income of $1.8 million and unrealized investment income, net of the reversal of realized investment income, of $1.6 million.
Previous wording
Investment income of Consolidated Funds increased $6.2 million, or 42%, to $21.3 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds.
Current wording
Investment income of Consolidated Funds decreased $18.8 million, or 87%, to $2.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily reflecting overall changes in the valuations of the underlying investments of the Consolidated Funds and the impact of consolidation of additional Consolidated Funds during the current year period that were not included in the prior year period.
Previous wording
Interest income decreased $0.1 million, or 4%, to $2.5 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily due to the impact of deconsolidation of one of the Consolidated Funds during the current year period, partially offset by higher average cash and cash equivalent balances during the current year period as compared with the prior year period. Interest income attributable to Consolidated Funds was $4 thousand in the current year period as compared to $0.9 million in the prior year period.
Current wording
Interest income increased $2.2 million, or 89% to $4.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the impact of consolidation of additional Consolidated Funds during the current year period that were not included in the prior year period. Interest income attributable to Consolidated Funds was $3.3 million in the current year period as compared to $1.0 million in the prior year period.
Previous wording
Interest expense increased $2.1 million, or 70%, to $5.1 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The increase was due to higher average outstanding debt balances during the current year period as compared with the prior year period, partially offset by the lower interest rate on the Notes for the current year period.
Current wording
Interest expense decreased $0.2 million, or 4%, to $4.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease was due to the lower interest rate on the Revolver for the current year period as compared with the prior year period.
Previous wording
Other income (loss) increased $7.4 million to income of $5.8 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting net foreign currency transaction gains in the current year period as compared with net foreign currency transaction losses in the prior year period as well as the inclusion of gains of $1.3 million related to adjustments for the Tax Receivable Agreements during the current year period.
Current wording
Other income (loss) decreased $9.4 million to a loss of $4.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily reflecting the impact of consolidation of additional Consolidated Funds during the current year period that were not included in the prior year period as well as net foreign currency transaction losses in the current year period as compared with net foreign currency transaction gains in the prior year period.
Previous wording
Our effective income tax rate was 16.5% and 16.7% for the three months ended December 31, 2025 and 2024, respectively, and 15.8% and 19.8% for the nine months ended December 31, 2025 and 2024, respectively. The overall effective tax rate in each of the periods described above is less than the statutory rate. For the three and nine months ended December 31, 2025 and 2024, this is primarily due to a portion of net loss allocated to non-controlling interests and the related tax benefit being borne by the holders of non-controlling interests. The decrease in the effective tax rate for the nine months ended December 31, 2025 as compared to the prior year period was mainly driven by an increase in the tax expense associated with net loss allocated to non-controlling interests in a period of increased pre-tax net loss.
Current wording
Our effective income tax rate was 14.9% and 41.0% for the three months ended June 30, 2026 and 2025, respectively. The overall effective tax rate for the three months ended June 30, 2026 is less than the statutory rate. This is primarily due to a portion of net loss allocated to non-controlling interests and the related tax benefit being borne by the holders of non-controlling interests. The decrease in the effective tax rate for the three months ended June 30, 2026 as compared to the prior year period was mainly driven by a decrease in the tax benefit associated with net loss allocated to non-controlling interests in a period of increased pre-tax net loss.
Previous wording
Income tax benefit decreased $25.3 million, or 44%, to $32.2 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The decrease in income tax benefit was primarily driven by the decrease in pre-tax net loss for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.
Current wording
Income tax benefit increased $21.5 million, or 258%, to $29.9 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in income tax benefit was primarily driven by the increase in pre-tax net loss for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Showing the first 40 of 90 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
•proceeds from capital contributions from non-controlling interests in Consolidated Funds of $143.4 million and $0 million;
Current report — wording carried from elsewhere
Borrowings under the Revolver may be repaid at any time during the term of the Credit Agreement and, subject to certain terms and conditions, may be reborrowed prior to the maturity date. Any outstanding principal amounts, together with any accrued interest thereon, shall be due and payable on the maturity date. The maturity date for the Revolver is May 16, 2029. As of June 30, 2026, we had outstanding borrowings of $100.0 million under the Revolver.
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
On October 22, 2024, we issued $175.0 million aggregate principal amount of our 5.52% Series A senior notes due October 22, 2029 (the “Notes”), pursuant to a note purchase agreement, dated as of October 22, 2024 (the “Note Purchase Agreement”), in a private placement exempt from registration under the Securities Act.
Previous report — wording carried elsewhere
On May 31, 2024, we completed the first annual exchange (the “2024 Exchange”) to acquire approximately 5% of the equity interests of each of SRA, SRE and SPD pursuant to the Transaction Agreements dated as of February 7, 2024. As a result of the 2024 Exchange, the Partnership owned approximately 54% of the outstanding equity interests of SRA, 56% of the outstanding equity interests of SRE and 54% of the outstanding equity interests of SPD. The aggregate consideration paid by us in the 2024 Exchange was approximately (i) $13 million in cash, (ii) 513,394 shares of Class A common stock and (iii) 2,239,185 Class D units of the Partnership.
Previous report — wording carried elsewhere
Realized carried interest allocation revenues increased $46.3 million, or 55%, to $130.0 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, reflecting higher realization activity within our private equity funds. Unrealized carried interest allocation revenues include the reversal of realized carried interest allocation revenues. Excluding the reversal of $130.0 million, unrealized carried interest allocation revenues increased $264.6 million, or 130%, to $468.7 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The increase in unrealized carried interest allocations for the nine months ended December 31, 2025 primarily reflected a higher net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity funds.
Previous report — wording carried elsewhere
Cash-based compensation increased $57.1 million, or 23%, to $303.4 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, due to 16% higher average headcount, increased compensation levels from merit increases and higher income-based incentive fee compensation in the current year period as compared to the prior year period.
Previous report — wording carried elsewhere
FEAUM increased approximately $17.2 billion to $138.6 billion as of December 31, 2025 as compared to March 31, 2025. During the period, FEAUM from SMAs increased approximately $7.2 billion and FEAUM from commingled funds increased approximately $10.0 billion.
Previous report — wording carried elsewhere
FRE increased $31.0 million, or 14%, to $249.1 million for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024, primarily reflecting higher fee revenues, partially offset by higher adjusted cash-based compensation, adjusted general, administrative and other expenses, and adjusted equity-based compensation.
Previous report — wording carried elsewhere
ANI increased $27.2 million, or 52%, to $79.9 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily due to the increase in FRE as discussed above, higher performance fee-related earnings (adjusted incentive fees, plus realized carried interest allocation revenues, less realized performance fee-related compensation) and higher interest income. The overall increase was partially offset by a higher allocation of income to non-controlling interests and higher interest expense.
Previous report — wording carried elsewhere
(3)Includes (income) expense related to transaction costs ($47 thousand and $12 thousand for the three months ended
Previous report — wording carried elsewhere
Interest on the Notes is payable semi-annually in arrears on April 22 and October 22 of each year. Interest on the Notes accrues from and including October 22, 2024. The Notes will mature on October 22, 2029. We may, at our option, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding at a redemption price equal to 100% of the principal amount thereof plus any applicable “make-whole amount” and accrued and unpaid interest to the redemption date. So long as no default or event of default shall have occurred and be continuing under the Note Purchase Agreement, no make-whole amount will be due if the Notes are paid on or after April 22, 2029.