StepStone Group Inc.

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 June 30, 2026, we were responsible for approximately $913 billion of total capital, including $245 billion of AUM and $668 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 September 30, 2026, we were responsible for approximately $958 billion of total capital, including $261 billion of AUM and $697 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 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.

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 September 30, 2026, we had over 1,400 total employees, including over 440 investment professionals and over 960 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 $140 billion of our AUM as of June 30, 2026.

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 $148 billion of our AUM as of September 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 $89 billion of our AUM as of June 30, 2026.

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 $96 billion of our AUM as of September 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$668 billion of our AUA and $16 billion of our AUM as of June 30, 2026.

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$697 billionof our AUA and $16 billion of our AUM as of September 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 $938 billion of client commitments through SPI Reporting as of June 30, 2026.

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 $964 billion of client commitments through SPI Reporting as of September 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 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.

Current wording

We are continuing to closely monitor developments related to inflation, 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 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 wording

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 the 2027 exchange 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.

Previous 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 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 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 the Class C Exchange Agreement, and 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.

Current wording

In September 2026, we issued 61,016 shares of Class A common stock to certain limited partners of the Partnership in exchange for 61,016 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 58,050 shares of Class A common stock to certain limited partners of the Partnership in exchange for 58,050 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

(2)Each share of Class A common stock is entitled to one vote and votes together with the Class B common stock as a single class, except as set forth in SSG’s amended and restated certificate of incorporation or as required by law.

Current wording

(2)Each share of Class A common stock is entitled to one vote and votes together with the Class B common stock as a single class, except as set forth in SSG’s restated certificate of incorporation or as required by law.

Previous wording

(3)Each share of Class B common stock is entitled to one vote and votes together with the Class A common stock as a single class, except as set forth in SSG’s amended and restated certificate of incorporation or as required by law. The economic rights of our Class B common stock are limited to the right to be redeemed at par value.

Current wording

(3)Each share of Class B common stock is entitled to one vote and votes together with the Class A common stock as a single class, except as set forth in SSG’s restated certificate of incorporation or as required by law. The economic rights of our Class B common stock are limited to the right to be redeemed at par value.

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 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.

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 Stock 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. 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.

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 were required to come into compliance with Nasdaq's corporate governance requirements applicable to non-controlled companies, including as described above, by September 18, 2026, the end of the permitted “phase-in” period following loss of controlled company status under the Nasdaq rules. Effective as of July 14, 2026, the composition of each of the compensation committee and the nominating and corporate governance committee of our board of directors transitioned to comply with the applicable Nasdaq rules, and, as of and since such date, each of these committees has been composed entirely of independent directors. At our 2026 Annual Meeting of Stockholders held on September 8, 2026 (the “Annual Meeting”), our stockholders elected seven directors, four of whom our board of directors has determined to be independent under the Nasdaq rules, and, following the Annual Meeting, the size of our board of directors was reduced to seven directors. Accordingly, as of the date of the Annual Meeting, our board of directors has been composed of a majority of independent directors, and we comply with the Nasdaq corporate governance requirements applicable to non-controlled companies.

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 0.37% of average FEAUM for the twelve months ended June 30, 2025 and 2026, respectively.

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 0.37% and 0.38%of average FEAUM for the twelve months ended September 30, 2026 and 2025, 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 1.02% 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.

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 1.05% and 1.00% of average FEAUM for the twelve months ended September 30, 2026 and 2025, respectively, 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 0.65% 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.

Current wording

•The weighted-average management fee rate across SMAs and focused commingled funds was approximately 0.67% and 0.63% of average FEAUM for the twelve months ended September 30, 2026 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.

Previous 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.

Current wording

We earn two types of performance fee revenues: incentive fees and carried interest allocations, as described below. As of September 30, 2026, we had over $125 billion of performance fee-eligible capital (excluding certain legacy Greenspring funds) across over 250 programs.

Previous wording

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by the Partnership. The Partnership is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by the Partnership flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the Partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to local or non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level, which are reflected within income tax expense in the condensed consolidated statements of income. As a result, the Partnership does not record U.S. federal and state income taxes on income generated by the Partnership or its subsidiaries, except for certain local and foreign income taxes discussed above.

Current wording

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by the Partnership. The Partnership is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by the Partnership flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the Partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to local or non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level, which are reflected within income tax expense in the condensed consolidated statements of income (loss). As a result, the Partnership does not record U.S. federal and state income taxes on income generated by the Partnership or its subsidiaries, except for certain local and foreign income taxes discussed above.

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 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.

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 decreases 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 June 30, 2026, we consolidated six additional StepStone Funds as it was determined that we hold a controlling financial interest in these funds.

Current wording

During the three and six months ended September 30, 2026, we consolidated five and 11 additional StepStone Funds, respectively, as it was determined that we hold a controlling financial interest in these funds.

Previous wording

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 wording

Total revenues increased $318.9 million, or 70%, to $773.1 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The overall increase was driven by higher carried interest allocations, higher legacy Greenspring carried interest allocations, and higher management and advisory fees, net, partially offset by lower incentive fees, in each case, as described below.

Previous 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.

Current wording

Realized carried interest allocation revenues increased $1.9 million, or 3%, to $60.8 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, reflecting higher realization activity within our infrastructure funds, partially offset by lower 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 $60.8 million, unrealized carried interest allocation revenues increased $155.8 million, or 75%, to $362.5 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase in unrealized carried interest allocations for the three months ended September 30, 2026 primarily reflected a higher net increase in the cumulative allocation of gains associated with the underlying portfolios within our private equity, infrastructure and real estate funds.

Previous 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.

Current wording

Legacy Greenspring carried interest allocation revenues increased $87.9 million, or 324%, to $115.0 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 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 three months ended September 30, 2026 reflect gross realized carried interest allocations of $12.0 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $103.0 million. The three months ended September 30, 2025 reflect gross realized carried interest allocations of $13.3 million and unrealized carried interest allocations, net of the reversal of realized carried interest allocations, of $13.8 million.

Previous 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.

Current wording

Management and advisory fees, net increased $135.7 million, or 32%, to $562.3 million for the six months ended September 30, 2026 as compared to the six months ended September 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 six months ended September 30, 2026 included retroactive fees of $3.4 million from the closings of StepStone’s Secondaries Infrastructure, infrastructure co-investments and multi-strategy venture capital funds. The six months ended September 30, 2025 included retroactive fees of $3.1 million from the closings of StepStone’s Real Estate Partners V, Secondaries Infrastructure, and VC Micro V funds.

Previous 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.

Current wording

Cash-based compensation increased $21.1 million, or 21%, to $121.4 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, due to 15% 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 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.

Current wording

Equity-based compensation decreased $505.7 million, or 57%, to $378.8 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decrease was primarily attributable to a $507.6 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 an increase of $1.4 million for the acceleration of restricted stock units (“RSUs”) expense in the current year period with no comparable expense in the prior year period, and a $0.4 million increase for RSUs and performance-based RSUs (“PRSUs”) granted in the current year period with no comparable expense for these grants 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 September 30, 2026 and March 31, 2026, we had recognized $2,896.7 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 $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.

Current wording

Total performance fee-related compensation expense increased $124.1 million, or 104%, to $243.9 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily reflecting the increase in carried interest allocation revenues. Realized performance fee-related compensation increased $1.8 million, or 6%, to $32.8 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily reflecting higher realization activity.

Previous 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.

Current wording

Legacy Greenspring performance fee-related compensation expense increased $87.9 million, or 324%, to $115.0 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The three months ended September 30, 2026 reflect gross realized performance fee-related compensation expense of $12.0 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $103.0 million. The three months ended September 30, 2025 reflect gross realized performance fee-related compensation expense of $13.3 million and unrealized performance fee-related compensation expense, net of the reversal of realized performance fee-related compensation expense, of $13.8 million.

Previous 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.

Current wording

General, administrative and other expenses increased $13.2 million, or 29%, to $58.5 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The overall increase primarily reflected $5.7 million in platform fees, $3.8 million in general and administrative expenses for the Consolidated Funds, $2.4 million in occupancy costs, $1.6 million in information and technology expenses and other general operating expenses, partially offset by a decrease of $1.5 million in marketing and conference expenses.

Previous 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.

Current wording

Investment income of Consolidated Funds increased $164.1 million, or 356%, to $210.1 million for the three months ended September 30, 2026 as compared to the three months ended September 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 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.

Current wording

Interest expense increased $19.1 million, or 431%, to $23.5 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase was due to the impact of consolidation of additional Consolidated Funds during the current year period that were not included in the prior year period and higher average outstanding balances under the Revolver during the current year period, partially offset by the lower interest rate on the Revolver for the current year period as compared with the prior year period. Interest expense attributable to Consolidated Funds was $19.0 million in the current year period with no comparable expense in the prior year period.

Previous 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.

Current wording

Other income decreased $22.8 million to a loss of $20.8 million for the three months ended September 30, 2026 as compared to the three months ended September 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, net foreign currency transaction losses in the current year period as compared with net foreign currency transaction gains in the prior year period and the inclusion of gains related to adjustments for the Tax Receivable Agreements during the prior year period that were not included in the current year period.

Previous 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.

Current wording

Legacy Greenspring investment income decreased $6.8 million to a loss of $2.1 million for the six months ended September 30, 2026 as compared to the six months ended September 30, 2025. The six months ended September 30, 2026 reflect gross realized investment income of $0.2 million and unrealized investment loss, net of the reversal of realized investment income, of $2.2 million. The six months ended September 30, 2025 reflected gross realized investment income of $2.5 million and unrealized investment income, net of the reversal of realized investment income, of $2.2 million.

Previous 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.

Current wording

Income tax benefit decreased $82.9 million, or 83%, to $17.4 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decrease in income tax benefit was primarily driven by pre-tax net income for the three months ended September 30, 2026 as compared to a pre-tax net loss for the three months ended September 30, 2025, partially offset by the effect of income attributable to non-controlling interests.

Previous wording

Net income attributable to non-controlling interests in subsidiaries decreased $5.9 million, or 21%, to $22.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease was primarily attributable to 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.

Current wording

Net income attributable to non-controlling interests in subsidiaries increased $165.0 million to $174.3 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly-owned by us, partially offset by 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 wording

Net income (loss) attributable to non-controlling interests in legacy Greenspring entities represents the net income or loss attributable to the interests held by the legacy Greenspring general partner entities. We did not acquire any direct economic interests in the legacy Greenspring general partner entities. As a result, all of the net income or loss related to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities. Net income (loss) attributable to non-controlling interests in legacy Greenspring entities was $(5.2) million and $3.4 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Net income (loss) attributable to non-controlling interests in legacy Greenspring entities represents the net income or loss attributable to the interests held by the legacy Greenspring general partner entities. We did not acquire any direct economic interests in the legacy Greenspring general partner entities. As a result, all of the net income or loss related to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities. Net income (loss) attributable to non-controlling interests in legacy Greenspring entities was $3.2 million and $1.3 million for the three months ended September 30, 2026 and 2025, respectively, and $(2.1) million and $4.7 million for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

Net loss attributable to non-controlling interests in the Partnership represents the portion of net income or loss attributable to the interests held by the Class B, Class C and Class D unitholders of the Partnership. Net loss attributable to non-controlling interests in the Partnership was $76.1 million and $27.1 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Net loss attributable to non-controlling interests in the Partnership represents the portion of net income or loss attributable to the interests held by the Class B, Class C and Class D unitholders of the Partnership. Net loss attributable to non-controlling interests in the Partnership was $50.4 million and $259.9 million for the three months ended September 30, 2026 and 2025, respectively, and $126.6 million and $287.1 million for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

Net income attributable to redeemable non-controlling interests in Consolidated Funds represents income of the Consolidated Funds attributable to third-party investors. Net income attributable to redeemable non-controlling interests in Consolidated Funds was $3.7 million and $21.0 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Net income attributable to redeemable non-controlling interests in Consolidated Funds represents income of the Consolidated Funds attributable to third-party investors. Net income attributable to redeemable non-controlling interests in Consolidated Funds was $8.7 million and $39.7 million for the three months ended September 30, 2026 and 2025, respectively, and $12.3 million and $60.6 million for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

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 wording

AUM was $261 billion as of September 30, 2026, $233 billion as of March 31, 2026 and $209 billion as of September 30, 2025.

Previous wording

Assets related to our advisory accounts were $668 billion as of June 30, 2026, $652 billion as of March 31, 2026 and $524 billion as of June 30, 2025.

Current wording

Assets related to our advisory accounts were $697 billion as of September 30, 2026, $652 billion as of March 31, 2026 and $562 billion as of September 30, 2025.