StepStone Group Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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Notes to Condensed Consolidated Financial Statements
- Organization
StepStone Group Inc. (“SSG”) was incorporated in the state of Delaware on November 20, 2019 and, following its initial public offering in 2020, acts as a holding company for StepStone Group LP (the “Partnership”). SSG is the sole managing member of StepStone Group Holdings LLC (the “General Partner”), the general partner of the Partnership. Unless otherwise specified, “StepStone” or the “Company” refers to SSG and its consolidated subsidiaries, including the Partnership, throughout the remainder of these notes to the condensed consolidated financial statements.
The Company is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to its clients. The Company’s 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, including high-net-worth and mass affluent individuals. The Company partners with its 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”).
The Company, through its subsidiaries, acts as the investment advisor and general partner or managing member to separately managed accounts (“SMAs”) and focused commingled funds (collectively, the “StepStone Funds”).
SSG is a holding company whose principal asset is a controlling financial interest in the Partnership through its ownership of all of the Partnership’s Class A units and 100% of the membership interests in the General Partner of the Partnership. SSG acts as the sole managing member of the General Partner of the Partnership and, as a result, indirectly operates and controls all of the Partnership’s business and affairs. As a result, SSG consolidates the financial results of the Partnership and reports non-controlling interests related to the Class B, Class C and Class D units of the Partnership which are not owned by SSG. The assets and liabilities of the Partnership represent substantially all of SSG’s consolidated assets and liabilities, with the exception of certain deferred income taxes and payables due to affiliates pursuant to tax receivable agreements (see notes 10 and 12). Each share of Class A common stock and Class B common stock is entitled toone vote. As of September 30, 2026, SSG held approximately 65.9% of the economic interest in the Partnership. As the Partnership’s limited partners exchange their Class B, Class C and Class D units into SSG’s Class A common stock in the future, SSG’s economic interest in the Partnership will increase relative to that of the Class B, Class C and Class D unitholders.
- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its annual report on Form 10-K for the fiscal year ended March 31, 2026 filed with the Securities and Exchange Commission (“SEC”).
Certain of the StepStone Funds are investment companies that follow specialized accounting under GAAP and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting.
Consolidation
The Company consolidates all entities that it controls through a majority voting interest or as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity. In evaluating whether the Company holds a variable interest, fees received as a decision maker or in exchange for services (including management fees, incentive fees and carried interest allocations) that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest. The consolidation analysis can generally be performed qualitatively; however, in certain situations a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective StepStone Funds could affect the entity’s status as a VIE or the determination of the primary beneficiary.
Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. When assessing whether the Company is the primary beneficiary of a VIE, management evaluates whether the Company’s involvement, through holding interests directly or indirectly in an entity or contractually through other variable interests, would give the Company a controlling financial interest. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties.
The Company provides investment advisory services to the StepStone Funds, which have third-party clients. These funds are investment companies and are typically organized as limited partnerships or limited liability companies for which the Company, through its operating subsidiaries, acts as the general partner or managing member. A limited partnership or similar entity is a VIE if the unaffiliated limited partners or members do not have substantive rights to terminate or liquidate the fund or remove the general partner or substantive rights to participate. StepStone Funds are generally VIEs because they have not granted unaffiliated limited partners or members substantive rights to terminate the fund or remove the general partner or substantive rights to participate. The Company typically does not consolidate these StepStone Funds because it is not the primary beneficiary, as it does not hold an interest in those funds that is considered more than insignificant and its fee arrangements are considered customary and commensurate.
The Company has determined that certain of its operating subsidiaries, including StepStone Group Real Assets LP (“SRA”), StepStone Group Real Estate LP (“SRE”), StepStone Group Private Debt AG (“SPD”), and StepStone Group Private Wealth LLC (“SPW”) and certain StepStone Funds are VIEs, and that the Company is the primary beneficiary of each entity because it has a controlling financial interest in each entity; accordingly, the Company consolidates these entities. The assets and liabilities of the consolidated VIEs are presented gross in the condensed consolidated balance sheets. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs. See note 4 for more information on both consolidated and unconsolidated VIEs.
In connection with the acquisition of Greenspring Associates Inc. and certain of its affiliates (“Greenspring”) that was completed on September 20, 2021 (the “Greenspring acquisition”), the Company, indirectly through its subsidiaries, became the sole and/or managing member of certain entities, each of which is the general partner of an investment fund (“legacy Greenspring general partner entities”). The Company did not acquire any direct economic interests attributable to the legacy Greenspring general partner entities, including legacy Greenspring investments in funds and carried interest allocations. However, certain arrangements negotiated as part of the acquisition represent variable interests that could be significant. The Company determined that the legacy Greenspring general partner entities are VIEs and it is the primary beneficiary of each such entity because it has a controlling financial interest in each entity. As a result, the Company consolidates these entities.
The Company and its subsidiaries manage or control certain entities that constitute client investment funds, including collateralized financing entities (“CFE”), that have been consolidated in the accompanying condensed consolidated financial statements (“Consolidated Funds”). Including the results of the Consolidated Funds increases the reported amounts of the assets, liabilities, expenses and cash flows in the accompanying condensed consolidated financial statements. Amounts related to economic interests held by third-party investors are reflected as either non-controlling interests in subsidiaries or redeemable non-controlling interests in Consolidated Funds when the equity interests of the fund are redeemable. The revenues earned by the Company as investment manager of the Consolidated Funds are eliminated in consolidation and generally have no direct effect on the net income (loss) attributable to SSG or to stockholders’ equity.
Non-Controlling Interests
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 the Company. Non-controlling interests are presented as separate components of stockholders’ equity on the Company’s condensed consolidated balance sheets to clearly distinguish between the Company’s 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. See note 13 for more information on ownership interests in the Company.
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 SSG but are held by the client 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.
Non-controlling interests in legacy Greenspring entities represent the economic interests in the legacy Greenspring general partner entities. The Company did not acquire any direct economic interests in the legacy Greenspring general partner entities. As a result, all of the net income (loss) attributable to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities.
Non-controlling interests in the Partnership represent the economic interests related to the Class B, Class C and Class D units of the Partnership which are not owned by SSG. Non-controlling interests in the Partnership are allocated a share of income or loss in the Partnership in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss.
Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the redeemable Consolidated Funds which are not held by SSG, but are held by the client investors in the funds. These interests are presented as redeemable non-controlling interests in Consolidated Funds within the condensed consolidated balance sheets, outside of permanent capital as the investors in these funds generally have the right to withdraw their capital, subject to the terms of the respective contractual agreements. 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.
Redeemable non-controlling interests in subsidiaries represent the redeemable economic interests in the consolidated subsidiaries of the Partnership held by third parties and employees in those entities that were established in connection with the Transaction Agreements as described in note 13. Redeemable 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.
Accounting for Differing Fiscal Periods
The StepStone Funds (including the Consolidated Funds) primarily have a fiscal year end as of December 31. The Company accounts for its investments in the StepStone Funds and the consolidated balances of the Consolidated Funds on a three-month lag due to the timing of receipt of financial information from the investments held by the StepStone Funds. The StepStone Funds primarily invest in private markets funds that generally require at least 90 days following the calendar year end to provide audited financial statements. As a result, the Company uses the December 31 audited financial statements of the StepStone Funds, which reflect the underlying private markets funds as of December 31, to record its investments (including any carried interest allocated by those investments) for its fiscal year-end consolidated financial statements as of March 31. The Company further adjusts the reported carrying values of its investments in the StepStone Funds, and the consolidated balances for the Consolidated Funds, for its share of capital contributions to and distributions from the StepStone Funds during the three-month lag period. For this interim period ended September 30, 2026, the Company used the June 30, 2026 unaudited financial statements of the StepStone Funds, which reflect the underlying private market funds as of June 30, 2026, to record its investments (including any carried interest allocated from those investments), as adjusted for capital contributions and distributions during the three-month lag period ended September 30, 2026.
The Company does not account for management and advisory fees or incentive fees on a three-month lag.
To the extent that management becomes aware of any material events that affect the StepStone Funds or the Consolidated Funds during the three-month lag period, the effect of the events would be disclosed in the notes to the condensed consolidated financial statements.
Current Events
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.
The Company is 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 the Company’s business. The Company’s 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 the Company’s condensed consolidated financial statements.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace – including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and therefore a lesser degree of judgment is used in measuring their fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:
Level I – Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments classified in this category include less liquid securities traded in active markets and securities traded in other than active markets.
Level III – Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.
The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for financial instruments categorized in Level III. The variability and availability of the observable inputs affected by the factors described above may result in transfers between Levels I, II, and III.
Investments measured at fair value using net asset value (“NAV”) per share (or its equivalent) as a practical expedient are not categorized within the fair value hierarchy. The Consolidated Funds value their investments in funds, which are generally organized as partnership and limited liability company interests, using the NAV per share equivalent calculated by the investment manager. See note 6 for the fair value of investments measured at NAV.
The following describes the valuation methodologies used for financial instruments of the Consolidated Funds that are measured at fair value on a recurring basis and categorized within Level III of the fair value hierarchy.
Equity Securities
The fair values of unlisted equity securities are generally determined by reference to the income approach (including the discounted cash flow method) and the market approach (including the comparable publicly traded company method and recent transactions in the security, such as secondary market transactions and financing rounds), or a weighting of these approaches. Valuations under these approaches are derived from investment-specific inputs, such as projected cash flows, revenue and EBITDA, combined with market-based inputs, such as discount rates and revenue and EBITDA multiples.
Debt Securities
Debt securities held by the Consolidated Funds consist primarily of private loans. Where available, fair values are determined using prices obtained from independent pricing services or broker quotes. Otherwise, performing loans are generally valued using the discounted cash flow method, under which expected contractual cash flows are discounted at a market yield. The yield is calibrated to the loan’s implied yield at origination and is adjusted at each subsequent valuation for changes in the borrower’s credit profile and in market spreads for comparable debt instruments. Where full repayment is uncertain, fair value is determined by estimating the borrower’s enterprise value, generally using revenue or EBITDA multiples of comparable companies, and allocating that value across the borrower’s capital structure.
Debt obligations of the Consolidated Funds consist of senior secured notes and subordinated notes issued by a consolidated CFE, which are collateralized primarily by investments in StepStone Funds. The Company has elected the measurement alternative for collateralized financing entities, to better align the measurement of the CFE’s financial liabilities with the financial assets that serve as their collateral, thereby reflecting the overall economics of the CFE within earnings. Under this election, the financial assets and financial liabilities of the CFE are measured using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The Company has determined that the fair value of the CFE’s financial assets is more observable than the fair value of its financial liabilities. Accordingly, the financial assets of the CFE are measured at fair value. The financial liabilities are measured as (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets held temporarily less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the carrying value of any beneficial interests that represent compensation for services. The beneficial interests retained by the Company (other than those that represent compensation for services) are measured at fair value using a discounted cash flow analysis, which considers projected cash flows, market yields on comparable credit instruments, and the credit and structural characteristics of the CFE.
The Company considers its cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, notes payable, and revolving credit facility to be financial instruments. The carrying amounts of cash, cash equivalents, restricted cash, fees and accounts receivable and accounts payable equal or approximate their fair values due to their nature and/or the relatively short period over which they are held. See note 8 for additional details regarding the fair value of the Company’s notes payable and revolving credit facility balances.
Restricted Cash
Restricted cash consists of cash that the Company is contractually obligated to maintain to secure its letters of credit used primarily related to its office facilities and other obligations.
Cash and Cash Equivalents of Consolidated Funds
Cash and cash equivalents held at the Consolidated Funds consist of cash and cash equivalents held by the Consolidated Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Company.
Investments
Investments primarily include the Company’s ownership interests in the StepStone Funds, as general partner or managing member of such funds. The Company accounts for all investments in which it has or is otherwise presumed to have significant influence, but not control, including the StepStone Funds, using the equity method of accounting. The carrying value of these equity method investments is determined based on amounts invested by the Company, adjusted for the Company’s share in the earnings or losses of each investee, after consideration of contractual arrangements that govern allocations of income or loss (including carried interest allocations), less distributions received. Investments include the Company’s cumulative accrued carried interest allocations from the StepStone Funds, which primarily represent performance-based capital allocations, assuming the StepStone Funds were liquidated as of each reporting date in accordance with the funds’ governing documents. Legacy Greenspring investments in funds and accrued carried interest allocations represent the economic interests held by the legacy Greenspring general partner entities in certain funds for which the Company does not have any direct economic interests. All of the economics in respect of such interests are payable to employees and are therefore reflected as non-controlling interests in legacy Greenspring entities and legacy Greenspring performance fee-related compensation. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Management’s determination of fair value for investments in the underlying funds includes various valuation techniques. These techniques may include a market approach, recent transaction price, net asset value approach, or discounted cash flows, and may use one or more significant unobservable inputs such as EBITDA, revenue multiples, discount rates, weighted average cost of capital, exit multiples, or terminal growth rates.
Investments of Consolidated Funds
The Company’s Consolidated Funds are investment companies under GAAP and reflect their investments at estimated fair value. The Company has retained the specialized investment company accounting for the Consolidated Funds under GAAP. Investments of the Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in fair value is recognized in the condensed consolidated statements of income (loss). In addition, the Consolidated Funds do not consolidate their majority-owned and controlled investments in underlying portfolio companies.
Leases
The Company determines whether an arrangement contains a lease at inception of the arrangement. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines the classification as either an operating or finance lease. The Company’s identified leases primarily consist of operating lease agreements for office space and certain equipment, as the lessee. Operating leases are included in lease right-of-use-assets, net and lease liabilities in the condensed consolidated balance sheets. Certain leases include lease and non-lease components, which the Company accounts for as a single lease component. Lease right-of-use (“ROU”) assets and lease liabilities are measured based on the present value of future minimum lease payments over the lease term at the commencement date. Lease ROU assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. The Company uses its incremental borrowing rate in determining the present value of future minimum lease payments. The Company’s lease terms may include options to extend or terminate the lease, which are included in the measurement of ROU assets and lease liabilities when it is reasonably certain that the Company will exercise those options.
Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term in general, administrative and other expenses in the condensed consolidated statements of income (loss). Minimum lease payments for leases with an initial term of twelve months or less are not recorded in the condensed consolidated balance sheets. See note 14 for more information.
Intangibles and Goodwill
The Company’s finite-lived intangible assets consist of acquired contractual rights to earn future management and advisory fee income and client relationships. Finite-lived intangible assets are amortized over their estimated useful lives, which is 10 years. The Company did not have any intangible assets that were deemed to have an indefinite life as of September 30, 2026.
Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There wereno impairment charges related to the Company’s finite-lived intangible assets during the three and six months ended September 30, 2026 and 2025.
Goodwill represents the excess amount of consideration transferred in a business combination above the fair value of the identifiable net assets. Goodwill is assessed for impairment at least annually using a qualitative and, if necessary, a quantitative approach. The Company performs its annual goodwill impairment test as of January 1, or more frequently, if events and circumstances indicate that an impairment may exist. Goodwill is tested for impairment at the reporting unit level. The initial assessment for impairment under the qualitative approach is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, a quantitative assessment is performed to measure the amount of impairment loss, if any. The quantitative assessment includes comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized equal to the lesser of (a) the difference between the carrying amount of the reporting unit and its fair value and (b) the total carrying amount of the reporting unit’s goodwill.
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers. Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The application of ASC 606 requires an entity to identify its contract(s) with a customer, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company has elected to apply the variable consideration allocation exception for its fee arrangements with its customers.
Management and Advisory Fees, Net
The Company earns management fees for services provided to its SMAs and focused commingled funds. The Company earns advisory fees for services provided to advisory clients where the Company does not have discretion over investment decisions. The Company considers its performance obligations in its customer contracts from which it earns management and advisory fees to be one or more of the following, based on the services promised: asset management services, advisory services and/or the arrangement of administrative services. Management fees include income-based incentive fees, which are based on net investment income of certain funds.
The Company recognizes revenues from asset management services and advisory services when control of the promised services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. SMAs are generally contractual arrangements involving an investment management agreement between the Company and a single client, and are typically structured as a partnership or limited liability company for which a subsidiary of SSG serves as the general partner or managing member. Focused commingled funds are structured as limited partnerships or limited liability companies with multiple clients, for which a subsidiary of the Company serves as the general partner or managing member. The Company determined that the individual client or single limited partner or member is the customer with respect to SMAs and advisory clients. Based on certain facts and circumstances specific to each individual fund structure, the Company has determined that for accounting purposes, either the StepStone Fund or the individual investors in the fund may be considered to be the customer for arrangements with focused commingled funds.
When asset management services and the arrangement of administrative services are the performance obligations promised in a contract, the Company satisfies these performance obligations over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer. Management fees earned from these contracts where the Company has discretion over investment decisions are generally calculated based on a percentage of unaffiliated committed capital or net invested capital, and these amounts are typically billed quarterly. For certain investment funds, management fees are initially based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term. In addition, the management fee rate charged may also be reduced for certain investment funds depending on the contractual arrangement. The management fee basis is subject to factors outside of the Company’s control. Therefore, estimates of future period management fees are not included in the transaction price because those estimates would be considered constrained. Advisory fees from contracts where the Company does not have discretion over investment decisions are generally based on fixed amounts and typically billed quarterly.
Management fees generally exclude reimbursements for expenses paid by the Company on behalf of its customers, including amounts related to certain professional fees and other fund administrative expenses pursuant to the fund’s governing documents. For professional and administrative services that the Company arranges to be performed by third parties on behalf of investment funds, management has concluded that the nature of its promise is to arrange for the services to be provided and, accordingly, the Company does not control the services provided by the third parties before they are transferred to the customer. Therefore, the Company is acting as an agent, and the reimbursements for these professional fees paid on behalf of the investment funds are generally presented on a net basis.
The Company and certain investment funds that it manages have distribution and service agreements with third-party financial institutions, whereby the Company pays a portion of the fees it receives to such institutions for ongoing distribution and servicing of customer accounts. Management has concluded that the Company does not act as principal for the third-party services, as the Company does not control the services provided by the third parties before they are transferred to the customer. Therefore, the Company is acting as an agent, and the management fees are recorded net of these service fees.
The Company may incur certain costs in connection with satisfying its performance obligations for investment management services – primarily employee travel costs – for which it receives reimbursements from its customers. For reimbursable employee travel costs, the Company concluded it controls the services provided by its employees and, therefore, is acting as principal. Accordingly, the Company records the reimbursement for these costs incurred on a gross basis – that is, as revenue in management and advisory fees, net and expense in general, administrative and other expenses in the condensed consolidated statements of income (loss). For reimbursable costs incurred in connection with satisfying its performance obligations for administration services, the Company concluded it does not control the services provided by other third parties and, therefore, is acting as agent. Accordingly, the Company records the reimbursement for these costs incurred on a net basis.
Performance Fees
The Company earns two types of performance fee revenues: incentive fees and carried interest allocations, as described below.
Incentive fees are generally calculated as a percentage of the profits (up to 15%) earned in respect of certain accounts, including certain permanent capital vehicles, for which the Company is the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are a form of variable consideration and represent contractual fee arrangements in the Company’s contracts with its customers. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the assets under management or advisement over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax.
The Company recognizes incentive fee revenue only when these amounts are realized and no longer subject to significant risk of reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period (i.e., crystallization). However, clawback terms for incentive fees received prior to crystallization only require the return of amounts on a net of tax basis. Accordingly, the tax-related portion of incentive fees received in advance of crystallization is not subject to clawback and is therefore recognized as revenue immediately upon receipt. Incentive fees received in advance of crystallization that remain subject to clawback are recorded as deferred incentive fee revenue and included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets.
Carried interest allocations include the allocation of performance-based fees, commonly referred to as carried interest, to the Company from unaffiliated limited partners in the StepStone Funds in which the Company holds an equity interest. The Company is entitled to a carried interest allocation (typically 5% to 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These carried interest allocations are subject to the achievement of minimum return levels (typically 5% to 10%) in accordance with the terms set forth in each respective fund’s governing documents. The Company accounts for its investment balances in the StepStone Funds, including carried interest allocations, under the equity method of accounting because it is presumed to have significant influence as the general partner or managing member. Accordingly, carried interest allocations are not deemed to be within the scope of ASC 606.
Legacy Greenspring carried interest allocations reflect the allocation of carried interest to legacy Greenspring general partner entities from limited partners in certain legacy Greenspring funds in which the legacy Greenspring general partner entities hold an equity interest. The legacy Greenspring general partner entities are entitled to a carried interest allocation (typically 5% to 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. The Company accounts for the investment balances in the legacy Greenspring funds, including carried interest allocations, under the equity method of accounting because it is presumed to have significant influence as the general partner or managing member. Accordingly, legacy Greenspring carried interest allocations are not deemed to be within the scope of ASC 606. The Company does not hold any direct economic interests in the legacy Greenspring general partner entities and thus is not entitled to any carried interest allocation from the legacy funds. All of the carried interest allocations in respect of the legacy Greenspring funds are payable to employees who are considered affiliates of the Company and are therefore reflected as legacy Greenspring performance fee-related compensation in the condensed consolidated statements of income (loss).
The Company recognizes revenue attributable to carried interest allocations from a fund based on the amount that would be due to the Company pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as carried interest allocation revenue reflects the Company’s share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. The Company records the amount of carried interest allocated to the Company as of each period end as accrued carried interest allocations receivable, which is included as a component of investments in the condensed consolidated balance sheets. Management’s determination of fair value for investments in the underlying funds includes various valuation techniques. These techniques may include a market approach, recent transaction price, net asset value approach, or discounted cash flows, and may use one or more significant unobservable inputs such as EBITDA, revenue multiples, discount rates, weighted average cost of capital, exit multiples, or terminal growth rates.
Carried interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. Carried interest is subject to reversal to the extent that the amount received to date exceeds the amount due to the Company based on cumulative results. As such, a liability is accrued for potential clawback obligations if amounts previously distributed to the Company would require repayment to a fund if such fund were to be liquidated based on the current fair value of their underlying investments as of the reporting date. Actual repayment obligations generally do not become realized until the end of a fund’s life. As of September 30, 2026 and March 31, 2026, no material amounts for potential clawback obligations had been accrued.
Compensation and Benefits
Cash-based compensation expense primarily includes salaries, bonuses, employee benefits, cash-based incentive awards and employer-related payroll taxes. Bonuses are accrued over the service period in which they are earned. Expense for cash-based incentive awards granted to employees is recognized and adjusted to fair value over the vesting period to track the performance for one of the Company’s designated investment funds. During fiscal 2025, the Company adopted the StepStone Group LP Evergreen Fund Incentive Plan, under which grants of share unit (“Evergreen fund units”) awards entitle the holder to receive shares of one of the Company’s evergreen investment funds, or the cash value thereof, following vesting. The Evergreen fund units, which vest over four years in equal installments subject to continued service through the vesting date, are accounted for as cash-based incentive awards. There wereno grants of Evergreen fund units during the three and six months ended September 30, 2026. The Company recognized $0.2 million and $0.1 million of expense related to cash-based incentive awards for the three months ended September 30, 2026 and 2025, respectively, and $0.4 million and $0.3 million for the six months ended September 30, 2026 and 2025, respectively.
The Company sponsors a nonqualified deferred cash compensation plan under which eligible employees elect to defer a portion of their cash-based compensation to be payable at a future date.
The deferred compensation liability is remeasured at fair value at each reporting date. Changes in the fair value of the liability are recognized in cash-based compensation in the condensed consolidated statements of income (loss) and presented within accrued compensation and benefits within the consolidated balance sheets. The expense related to changes in the fair value of the deferred compensation liability was not significant for the three and six months ended September 30, 2026. There wasno expense recognized for the three and six months ended September 30, 2025. The plan represents a general unsecured obligation of the Company.
Equity-based compensation represents grants of equity-based awards or arrangements to certain employees and directors. The Company accounts for grants of equity-based awards, including service-based restricted stock units (“RSUs”) and performance-based RSUs (or “PRSUs”), to certain employees and directors at fair value as of the grant date. The Company recognizes non-cash compensation expense attributable to these grants on a straight-line basis over the requisite service and performance period, which is generally the vesting period. Expense related to grants of PRSUs is recognized if it is probable that the performance condition will be satisfied. Expense related to grants of equity-based awards is recognized as equity-based compensation expense in the condensed consolidated statements of income (loss). The fair value of RSUs and PRSUs is determined by the closing stock price on the grant date. Forfeitures of equity-based awards are recognized as they occur. Awards classified as liabilities are remeasured at the end of each reporting period until settlement. Equity-based compensation cost for the employee stock purchase plan (“ESPP”) is measured as the discount the employee receives upon purchase of shares and the option value of a share when the offering contains a look-back option feature. See note 9 for additional information regarding the Company’s accounting for equity-based awards, including liability classified awards.
Income Taxes
SSG is a corporation for U.S. federal income tax purposes and therefore is subject to U.S. federal and state income taxes on its 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 SSG, and is generally not subject to U.S. federal or state income tax at the Partnership level. The Partnership’s non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to non-U.S. income taxes. Additionally, certain subsidiaries are subject to local jurisdiction 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 in the Partnership or its subsidiaries, except for certain local and foreign income taxes discussed above.
Taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases, using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period when the change is enacted. Deferred tax liabilities are included within accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. The principal items giving rise to temporary differences are certain basis differences resulting from exchanges of Partnership units. See Tax Receivable Agreements below.
Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent on the amount, timing and character of the Company’s future taxable income. When evaluating the realizability of deferred tax assets, all available positive and negative evidence is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies.
The Company is subject to the provisions of ASC Subtopic 740-10, Accounting for Uncertainty in Income Taxes. This standard establishes consistent thresholds as it relates to accounting for income taxes. It defines the threshold for recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the relevant taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized. If upon performance of an assessment pursuant to this subtopic, management determines that uncertainties in tax positions exist that do not meet the minimum threshold for recognition of the related tax benefit, a liability is recorded in the condensed consolidated financial statements. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as interest expense and general, administrative and other expenses, respectively, in the condensed consolidated statements of income (loss). See note 10 for more information.
The Company has elected to account for global intangible low-taxed income earned by foreign subsidiaries in the period the tax is incurred.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.
Tax Receivable Agreements
The Tax Receivable Agreements provide for payment by SSG to the Class B limited partners, Class C limited partners, Class D limited partners and pre-IPO institutional investors of the Partnership of 85% of the amount of the net cash tax savings, if any, that SSG realizes (or, under certain circumstances, is deemed to realize) as a result of increases in tax basis (and utilization of certain other tax benefits) resulting from (i) SSG’s acquisition of such partners’ and institutional investors’ Partnership units and (ii) in the case of the Exchanges Tax Receivable Agreement, any payments SSG makes under the Exchanges Tax Receivable Agreement (including tax benefits related to imputed interest). SSG will retain the benefit of the remaining 15% of these net cash tax savings under the Tax Receivable Agreements. See notes 10 and 12 for more information.
Accumulated Other Comprehensive Income
The Company’s accumulated other comprehensive income consists of foreign currency translation adjustments and unrealized gains and losses on the defined benefit plan sponsored by one of its subsidiaries. The components of accumulated other comprehensive income were as follows:
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Foreign currency translation adjustments | $431 | $106 |
| Unrealized gain on defined benefit plan, net | 950 | 1,037 |
| Accumulated other comprehensive income | $1,381 | $1,143 |
Segments
The Company operates asone business, a fully-integrated private markets solution provider. The Company’s chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes a consolidated approach to assess the performance of and allocate resources to the business. Accordingly, management has concluded that the Company consists of a single operating segment and single reportable segment for accounting and financial reporting purposes. See note 15 for more information.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs issued during the current period not listed below were assessed and determined to either be not applicable to the Company, or not expected to have a material impact on the condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which amends current guidance to add requirements for disaggregation of certain costs and expenses included within relevant expense captions. The update also requires the separate disclosure of total selling costs. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on the condensed consolidated financial statements.
In September 2026, the FASB issued ASU 2026-03, Investment Companies with Equity Securities Subject to Contractual Sale Restrictions, which amends current guidance on how investment companies in the scope of ASC 946, Financial Services - Investment Companies, measure the fair value of an equity security that is subject to a contractual restriction that prohibits the sale of the security. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Amendments in this update are required to be applied on a prospective basis. The Company has early adopted this guidance as of September 30, 2026 and it did not have a material effect on the condensed consolidated financial statements.
- Revenues
The following presents revenues disaggregated by product offering, which aligns with the Company’s performance obligations and the basis for calculating each amount:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| Management and Advisory Fees, Net | 2026 | 2025 | 2026 | 2025 |
| Focused commingled funds(1) | $190,289 | $125,344 | $361,130 | $244,012 |
| SMAs | 78,798 | 71,685 | 154,076 | 142,064 |
| Advisory and other services | 20,619 | 16,259 | 40,070 | 36,198 |
| Fund reimbursement revenues | 3,443 | 2,201 | 7,044 | 4,388 |
| Total management and advisory fees, net | $293,149 | $215,489 | $562,320 | $426,662 |
(1)Includes income-based incentive fees of $8.9 million and $5.3 million for the three months ended September 30, 2026 and 2025, respectively, and $15.9 million and $9.7 million for the six months ended September 30, 2026 and 2025, respectively.
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| Incentive Fees | 2026 | 2025 | 2026 | 2025 |
| SMAs | $2,487 | $4,853 | $2,487 | $4,853 |
| Focused commingled funds | 8 | 49 | 8 | 239 |
| Total incentive fees | $2,495 | $4,902 | $2,495 | $5,092 |
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| Carried Interest Allocations | 2026 | 2025 | 2026 | 2025 |
| SMAs | $106,180 | $124,813 | $85,518 | $220,177 |
| Focused commingled funds | 256,325 | 81,878 | 349,534 | 99,801 |
| Total carried interest allocations | $362,505 | $206,691 | $435,052 | $319,978 |
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| Legacy Greenspring Carried Interest Allocations | 2026 | 2025 | 2026 | 2025 |
| SMAs | $483 | $330 | $518 | $428 |
| Focused commingled funds | 114,512 | 26,813 | 151,648 | 66,352 |
| Total legacy Greenspring carried interest allocations(1) | $114,995 | $27,143 | $152,166 | $66,780 |
(1)The three months ended September 30, 2026 and 2025 reflect the net effect of gross realized carried interest allocations of $12.0 million and $13.3 million, respectively, and the six months ended September 30, 2026 and 2025 reflect the net effect of gross realized carried interest allocations of $12.6 million and $18.2 million, respectively, and the reversal of such amounts in unrealized carried interest allocations for such periods.
See note 5 for a discussion of changes in carried interest allocations and legacy Greenspring carried interest allocations.
The Company derives revenues from clients located in both the United States and other countries. The table below presents the Company’s revenues by geographic location:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| Revenues(1) | 2026 | 2025 | 2026 | 2025 |
| United States | $518,757 | $197,054 | $799,350 | $333,066 |
| Non-U.S. countries | 254,387 | 257,171 | 352,683 | 485,446 |
| Total revenues | $773,144 | $454,225 | $1,152,033 | $818,512 |
(1)Revenues are attributed to countries based on client location for SMAs and advisory and other services, or location of investment vehicle for focused commingled funds.
For the three and six months ended September 30, 2026 and 2025, no individual client represented 10% or more of the Company’s net management and advisory fees. For the three and six months ended September 30, 2026 and 2025, two SMAs each represented 10% or more of the Company’s incentive fees.
For the three and six months ended September 30, 2026 and 2025, the Company had management and advisory fee revenues attributable to the United States, which represented 10% or more of the Company’s net management and advisory fees.
For the three and six months ended September 30, 2026 and 2025, the Company had incentive fees attributable to Australia, which represented 10% or more of the Company’s incentive fees.
As of September 30, 2026 and March 31, 2026, the Company had $24.3 million and $23.8 million, respectively, of deferred revenues, which is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. During the six months ended September 30, 2026, the Company had recognized $2.7 million as revenue from amounts included in the deferred revenue balance as of March 31, 2026.
- Variable Interest Entities
Consolidated VIEs
The Company consolidates certain VIEs for which it is the primary beneficiary. Such VIEs consist of certain operating entities not wholly-owned by the Company (e.g., SPD, SRA and SRE), SPW, legacy Greenspring general partner entities and certain StepStone Funds, including a CFE vehicle. See note 2 for more information on the Company’s accounting policies related to the consolidation of VIEs. The assets of the consolidated VIEs totaled $4,728.7 million and $2,822.5 million as of September 30, 2026 and March 31, 2026, respectively. The liabilities of the consolidated VIEs totaled $5,412.9 million and $3,969.2 million as of September 30, 2026 and March 31, 2026, respectively. The assets of the consolidated VIEs may only be used to settle obligations of the same VIE. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest. As of September 30, 2026 and March 31, 2026, no material amounts previously distributed have been accrued for clawback liabilities.
Unconsolidated VIEs
The Company holds variable interests in the form of direct equity interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary. The Company’s maximum exposure to loss is limited to the potential loss of assets recognized by the Company relating to these unconsolidated entities, as well as unfunded capital commitments to the StepStone Funds. For StepStone Funds in which the Company serves as general partner, the Company may have an obligation to make additional capital contributions. See note 14 for further information about the Company’s unfunded capital commitments to the StepStone Funds. The carrying value of the assets and liabilities recognized in the condensed consolidated balance sheets with respect to the Company’s interests in VIEs that were not consolidated is set forth below:
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Investments in funds | $276,794 | $235,562 |
| Legacy Greenspring investments in funds | 128,066 | 133,590 |
| Due from affiliates, net | 82,522 | 39,634 |
| Less: Amounts attributable to non-controlling interests in subsidiaries | 46,459 | 32,223 |
| Less: Amounts attributable to non-controlling interests in legacy Greenspring entities | 128,066 | 133,590 |
| Maximum exposure to loss | $312,857 | $242,973 |
- Investments
The Company’s investments consist of equity method investments primarily related to (i) investments in the StepStone Funds for which it serves as general partner or managing member but does not have a controlling financial interest and (ii) investments of Consolidated Funds. The Company’s equity interest in its equity method investments in the StepStone Funds typically does not exceed 1% in each fund. The Company’s share of the underlying net income or loss attributable to its equity interest in the funds is recorded in investment income (loss) in the condensed consolidated statements of income (loss). Investment income attributable to the Consolidated Funds is recorded in investment income of Consolidated Funds. Investment income attributable to investments in certain legacy Greenspring funds for which the Company has no direct economic interests is recorded in legacy Greenspring investment income (loss) in the condensed consolidated statements of income (loss).
Equity Method Investments
The Company’s equity method investments consist of the following:
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Investments in funds(1) | $285,964 | $249,447 |
| Accrued carried interest allocations | 2,383,351 | 2,036,892 |
| Legacy Greenspring investments in funds and accrued carried interest allocations(2) | 887,830 | 752,776 |
| Total equity method investments | $3,557,145 | $3,039,115 |
(1)The Company’s investments in funds were $387.0 million and $347.2 million as of September 30, 2026 and March 31, 2026, respectively. The consolidation of the Consolidated Funds results in the elimination of the Company’s investments in such funds.
(2)Reflects investments in funds of $128.1 million and $133.6 million and carried interest allocations of $759.8 million and $619.2 million as of September 30, 2026 and March 31, 2026, respectively.
The Company recognized equity method income of the following:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Carried interest allocations | $362,505 | $206,691 | $435,052 | $319,978 |
| Investment income (loss) | 21,114 | (1,210) | 31,937 | 9,302 |
| Legacy Greenspring carried interest allocations | 114,995 | 27,143 | 152,166 | 66,780 |
| Legacy Greenspring investment income (loss) | 3,172 | 1,313 | (2,075) | 4,695 |
| Total equity method income | $501,786 | $233,937 | $617,080 | $400,755 |
The increase in carried interest allocations for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was primarily attributable to higher net unrealized appreciation in the fair value of certain underlying fund investments in the Company’s private equity, infrastructure and real estate funds. The increase in carried interest allocations for the six months ended September 30, 2026 as compared to the six months ended September 30, 2025 was primarily attributable to higher net unrealized appreciation in the fair value of certain underlying fund investments in the Company’s private equity and infrastructure funds as well as net unrealized appreciation in the fair value of certain underlying fund investments in the Company’s real estate funds in the current year period as compared to net unrealized depreciation in the prior year period. The increase in legacy Greenspring carried interest allocations for the three and six months ended September 30, 2026 as compared to the three and six months ended September 30, 2025 was primarily attributable to higher net unrealized appreciation in the fair value of certain underlying fund investments in the current year periods as compared to the prior year periods. See note 2 for a discussion of the Company’s accounting policy for investments on a three-month lag.
As of September 30, 2026, the Company’s investment in two SMAs each individually represented 10% or more of the total accrued carried interest allocations balance, and in the aggregate represented approximately 30% of the total accrued carried interest allocations balance. As of March 31, 2026, the Company’s investment in one SMA represented 10% or more of the total accrued carried interest allocations balance, and in the aggregate represented approximately 12% of the total accrued carried interest allocations balance. As of September 30, 2026, the Company’s investments in each of two commingled funds individually represented 10% or more of the total legacy Greenspring accrued carried interest allocations balance, and in the aggregate represented approximately 50% of the total legacy Greenspring accrued carried interest allocations balance. As of March 31, 2026, the Company’s investments in each of three commingled funds individually represented 10% or more of the total legacy Greenspring accrued carried interest allocations balance, and in the aggregate represented approximately 57% of the total legacy Greenspring accrued carried interest allocations balance.
Of the total accrued carried interest allocations balance as of September 30, 2026 and March 31, 2026, $1,356.0 million and $1,100.6 million, respectively, were payable to affiliates and are included in accrued carried interest-related compensation in the condensed consolidated balance sheets. Of the total legacy Greenspring investments in funds and accrued carried interest allocations balance as of September 30, 2026 and March 31, 2026, $759.8 million and $619.2 million, respectively, were payable to former employees, as well as employees who are considered affiliates of the Company, and are included in legacy Greenspring accrued carried interest-related compensation in the condensed consolidated balance sheets and $128.1 million and $133.6 million, respectively, are reflected as non-controlling interests in legacy Greenspring entities in the condensed consolidated balance sheets.
The Company evaluates each of its equity method investments to determine if any are considered significant as defined by the SEC. As of September 30, 2026 and March 31, 2026, no individual equity method investment held by the Company met the significance criteria. As a result, the Company is not required to provide separate financial statements for any of its equity method investments.
Investments of Consolidated Funds
The Company consolidates funds and entities when it is deemed to hold a controlling financial interest. The activity of the Consolidated Funds is reflected within the condensed consolidated financial statements.
Investments held by the Consolidated Funds are summarized below:
| Fair Value as of | Percentage of Total Investments as of | |||
|---|---|---|---|---|
| September 30, 2026 | March 31, 2026 | September 30, 2026 | March 31, 2026 | |
| Investments of Consolidated Funds: | ||||
| Equity securities (cost of $12.4 million and $16.2 million as of September 30, 2026 and March 31, 2026, respectively) | $12,421 | $6,395 | —% | 1% |
| Debt securities (cost of $103.6 million and $108.6 million as of September 30, 2026 and March 31, 2026, respectively) | 78,908 | 92,096 | 3% | 13% |
| Fund investments (cost of $2,523.4 million and $488.0 million as of September 30, 2026 and March 31, 2026, respectively) | 2,852,301 | 616,844 | 97% | 86% |
| Total investments of Consolidated Funds | $2,943,630 | $715,335 | 100% | 100% |
As of September 30, 2026 and March 31, 2026, no individual investment had a fair value greater than 5% of the Company’s total assets. During the three and six months ended September 30, 2026, the Company consolidated five and 11 additional StepStone Funds, respectively, which resulted in an increase in investments of Consolidated Funds.
The following table summarizes the net realized and unrealized gains from investment activities of the Consolidated Funds:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Investment Income of Consolidated Funds: | ||||
| Net realized gains on investments | $36,826 | $525 | $72,132 | $1,397 |
| Net unrealized gains on investments | 173,293 | 45,519 | 140,831 | 66,318 |
| Total investment income of Consolidated Funds | $210,119 | $46,044 | $212,963 | $67,715 |
- Fair Value Measurements
The Company measures certain assets and liabilities at fair value on a recurring basis.
Financial Instruments of the Company
As of September 30, 2026 and March 31, 2026, the Company held no financial instruments within the fair value hierarchy measured at fair value on a recurring basis.
Financial Instruments of Consolidated Funds
| As of September 30, 2026 | ||||
|---|---|---|---|---|
| Level I | Level II | Level III | Total | |
| Assets | ||||
| Equity securities | $— | $— | $4,430 | $4,430 |
| Debt securities | — | — | 78,908 | 78,908 |
| Total assets measured at fair value | — | — | 83,338 | 83,338 |
| Assets measured at net asset value(1) | — | — | — | 2,860,292 |
| Total assets | $— | $— | $83,338 | $2,943,630 |
| Liabilities | ||||
| Debt obligations of Consolidated Funds(2)(3) | $— | $— | $812,271 | $812,271 |
| Total liabilities | $— | $— | $812,271 | $812,271 |
(1)Includes investments in funds measured at NAV. See note 2 for further information.
(2)Debt obligations of Consolidated Funds consist of notes issued by a consolidated CFE, which are measured using the measurement alternative for collateralized financing entities. See note 2 for further information.
(3)Debt obligations of Consolidated Funds exclude $582.3 million of lines of credit carried at amortized cost. The carrying value of the lines of credit approximates fair value as these borrowings are subject to variable interest rates that adjust with changes in market rates and market conditions and the current interest rate approximates that which would be available under similar financial arrangements.
| As of March 31, 2026 | ||||
|---|---|---|---|---|
| Level I | Level II | Level III | Total | |
| Assets | ||||
| Equity securities | $— | $— | $1,800 | $1,800 |
| Debt securities | — | — | 92,096 | 92,096 |
| Total assets measured at fair value | — | — | 93,896 | 93,896 |
| Assets measured at net asset value(1) | — | — | — | 621,439 |
| Total assets | $— | $— | $93,896 | $715,335 |
| Liabilities | ||||
| Debt obligations of Consolidated Funds(2) | $— | $— | $931,185 | $931,185 |
| Forward foreign currency contracts | — | 187 | — | 187 |
| Total liabilities | $— | $187 | $931,185 | $931,372 |
(1)Includes investment in funds, which are generally organized as partnership and LLC interests measured using the NAV per share equivalent calculated by the investment manager as a practical expedient in determining an independent fair value.
(2)As of March 31, 2026, the carrying value of the debt obligations of Consolidated Funds approximates fair value as the closing date of the fund and issuance of notes payable by the fund occurred near the reporting date.
For the financial instruments presented in the tables above, there wereno changes in fair value hierarchy levels during the three and six months ended September 30, 2026 and 2025.
Reconciliations from the beginning balance to the closing balance of Level III financial instruments of Consolidated Funds are set forth below:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Financial Assets of Consolidated Funds | ||||
| Balance, beginning of period: | $87,233 | $71,534 | $93,896 | $64,530 |
| Purchases | 6,266 | 5,473 | 6,923 | 10,805 |
| Change in fair value | (7,305) | 2,769 | (11,485) | 4,441 |
| Sales | (2,856) | — | (5,726) | — |
| Settlements | — | — | (270) | — |
| Balance, end of period: | $83,338 | $79,776 | $83,338 | $79,776 |
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $(7,305) | $2,769 | $(11,485) | $4,441 |
| Three Months Ended September 30, · Six Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | |||||
| Financial Liabilities of Consolidated Funds(1) | |||||
| Balance, beginning of period: | $944,430 | $— | $931,185 | $— | |
| Borrowings | 24,705 | — | 56,048 | — | |
| Transfers out of Level III(2) | (163,318) | (163,318) | |||
| Change in fair value | 6,454 | — | (11,644) | — | |
| Balance, end of period: | $812,271 | $— | $812,271 | $— | |
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $6,454 | $— | $(11,644) | $— | |
(1)The Company consolidates a CFE vehicle that issues notes payable that are backed by diversified collateral asset portfolios consisting primarily of equity investments in several of the StepStone Funds. The debt obligations of the CFE vehicle have been presented as Level III financial liabilities.
(2)Relates to non-controlling interests attributable to CFE subordinated notes.
Realized and unrealized gains and losses for Level III investments of Consolidated Funds are included within investment income of Consolidated Funds in the condensed consolidated statements of loss, and such gains and losses for Level III debt obligations of Consolidated Funds are included within other income (loss) in the condensed consolidated statements of loss.
The debt obligations of the CFE are not publicly traded and are classified as Level III. As described in note 2, these liabilities are measured on the basis of the fair value of the CFE’s financial assets and the beneficial interests retained by the Company. The Company measures the fair value of its retained beneficial interests using a discounted cash flow analysis, which includes assumptions regarding the expected timing of capital draws and distributions. As of September 30, 2026, the significant unobservable input used in the discounted cash flow analysis was the discount rate of 31.2%. An increase in the discount rate would result in a lower fair value of the retained beneficial interests and a correspondingly higher fair value of the debt obligations of the CFE.
- Intangibles and Goodwill
Intangible assets consist of management contracts providing economic rights to management and advisory fees and client relationships related to future fundraising, as obtained through the Company’s acquisitions of other businesses.
Intangible assets, net consists of the following:
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Management contracts | $352,002 | $352,002 |
| Client relationships | 96,650 | 96,650 |
| Less: Accumulated amortization | (245,987) | (225,608) |
| Intangible assets, net | $202,665 | $223,044 |
Amortization expense related to intangible assets was $10.2 million for each of the three months ended September 30, 2026 and 2025 and $20.4 million for the six months ended September 30, 2026 and 2025, respectively. These amounts are included in general, administrative and other expenses in the condensed consolidated statements of loss.
At September 30, 2026, the expected future amortization of finite-lived intangible assets is as follows:
| Remainder of FY2027 | $20,380 |
|---|---|
| FY2028 | 40,759 |
| FY2029 | 40,759 |
| FY2030 | 40,759 |
| FY2031 | 40,759 |
| Thereafter | 19,249 |
| Total | $202,665 |
The carrying value of goodwill was $580.5 million as of September 30, 2026 and March 31, 2026. The Company determined there wasno indication of goodwill impairment as of September 30, 2026 and March 31, 2026.
- Debt Obligations
Debt Obligations of the Company
The Company’s debt obligations consist of the following:
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Series A senior notes | $175,000 | $175,000 |
| Revolver | 115,000 | 100,000 |
| Total remaining principal | 290,000 | 275,000 |
| Less: Debt issuance costs | (3,776) | (4,428) |
| Total debt obligations | $286,224 | $270,572 |
On October 22, 2024, the Partnership issued $175.0 million aggregate principal amount of its 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.
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. The Partnership may, at its 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.
The fair value of the Notes, which are recorded at amortized cost, is classified as a Level III valuation within the fair value hierarchy. As of September 30, 2026 and March 31, 2026, respectively, the carrying value of the Notes, net of debt issuance costs, approximated fair value.
The Company is party to a credit agreement, as amended and restated in May 2024 (the “Credit Agreement”), which, among other things, increased the aggregate principal amount of the commitments thereunder to $300.0 million from $225.0 million and extended the maturity date of the revolving facility to May 2029. The Credit Agreement was arranged by JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, and certain other lenders party thereto and provides for a $300.0 million multicurrency revolving credit facility (the “Revolver”).
Borrowings under the Revolver bear interest at a variable rate per annum. The Company may designate each borrowing as (i) in the case of any borrowing in U.S. dollars, a base rate loan or a Term Secured Overnight Financing Rate (“SOFR”) rate loan, (ii) in the case of any borrowing denominated in Euros, a EURIBOR rate loan, (iii) in the case of any borrowing denominated in British Pounds Sterling, a Sterling Overnight Index Average (“SONIA”) loan, (iv) in the case of any borrowing denominated in Swiss Francs, a Swiss Average Rate Overnight (“SARON”) loan, and (v) in the case of any borrowing denominated in Australian dollars, an AUD rate loan. Borrowings bear interest equal to (i) in the case of base rate loans,1.00% plus the greatest of (a) the Prime Rate, (b) the New York Federal Reserve Bank Rate plus 0.50% and (c) the 1 month Term SOFR, plus 1.10%, (ii) in the case of a Term SOFR rate loan, the Term SOFR rate plus 2.10%, (iii) in the case of a EURIBOR rate loan, the EURIBOR rate multiplied by the Statutory Reserve Rate (as defined in the Credit Agreement) plus 2.00%, (iv) in the case of a SONIA loan, the Sterling Overnight Index Average plus 2.03%, (v) in the case of a SARON loan, the Swiss Average Rate Overnight plus 2.00%, and (vi) in the case of an AUD rate loan, the AUD Screen Rate (as defined in the Credit Agreement) multiplied by the Statutory Reserve Rate plus 2.20%, in certain cases subject to applicable interest rate floors. The weighted-average interest rate in effect for the Revolver as of September 30, 2026 was 5.91%.
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 September 30, 2026, the Company had outstanding borrowings of $115.0 million under the Revolver.
The Revolver bears a fee on undrawn commitments equal to 0.25% per annum if total utilization of revolving commitments is equal to or greater than 50% and 0.35% per annum if total utilization of revolving commitments is less than 50%.
The carrying value of the Revolver approximates fair value, as the loan is subject to variable interest rates that adjust with changes in market rates and market conditions and the current interest rate approximates that which would be available under similar financial arrangements.
The Company can use available funding capacity under the Revolver to satisfy letters of credit in amounts up to $10.0 million. Amounts used to satisfy the letters of credit reduce the available capacity under the Revolver. As of September 30, 2026, the Company had outstanding letters of credit totaling $9.1 million.
The debt obligations of the Consolidated Funds consist of the following:
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Senior secured notes(1) | $766,210 | $736,863 |
| Subordinated notes(2) | 46,061 | 194,322 |
| Lines of credit | 582,265 | — |
| Total debt obligations of Consolidated Funds(3) | $1,394,536 | $931,185 |
(1)As of September 30, 2026, the weighted-average interest rate for the senior secured notes was 7.68%. The senior secured notes do not require scheduled principal repayments and the entire principal amount is due at maturity in April 2041. Interest on the senior secured notes is accrued at the contractual rate and recognized in interest expense in the condensed consolidated statements of loss, separately from changes in the measured value of the notes, which are recognized in other income (loss).
(2)The subordinated notes do not have contractual interest rates but instead receive the residual of cash flows from underlying investments after the priority repayment of principal and interest to the senior noteholders.
(3)As of September 30, 2026 and March 31, 2026, the unpaid principal balance of debt obligations of Consolidated Funds was $1,407.7 million and $931.2 million, respectively.
Debt obligations of the Consolidated Funds primarily comprise amounts due to holders of debt securities issued by a consolidated CFE. These debt obligations are collateralized by the assets held by the CFE and are non-recourse to the Company. The Company is not liable for any of the notes payable issued by the CFE, as the creditors of the CFE do not have recourse to the Company’s assets outside of the assets held by the CFE. As of September 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 debt obligations may only be repaid from collateral proceeds of the CFE, which will occur as distributions are received from underlying assets. Debt obligations 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.
As of September 30, 2026, the consolidated CFE has the ability to issue up to $1,625.5 million of additional debt obligations.
Credit Facilities of Consolidated Funds
Certain Consolidated Funds may maintain revolving credit facilities that are secured by fund assets to fund investments on a short-term basis. These debt obligations of the Consolidated Funds are non-recourse to the Company.
In December 2024, one of the Company’s consolidated investment funds entered into a credit agreement with Northern Trust Global Service SE (the “Fund Credit Facility”). The Fund Credit Facility provides for a multi-currency revolving credit facility of up to $125.0 million. Amounts drawn under the facility must be repaid within 180 days. As of September 30, 2026, there were no outstanding borrowings under the Fund Credit Facility.
Borrowings under the Fund Credit Facility bear interest at a variable rate per annum. Borrowings in USD will bear interest at the applicable federal funds target rate (upper range) plus a margin of 250 basis points. Borrowings in GBP will bear interest at the Bank of England base rate plus a margin of 250 basis points. Borrowings in EUR will bear interest at the European Central Bank main refinancing rate plus a margin of 250 basis points.
In September 2026, the Fund Credit Facility was amended to remove the fund as a borrower, and as a result the Fund Credit Facility is not reflected in the condensed consolidated financial statements. The Fund Credit Facility remains in effect for the other borrowers. The fund entered into a senior secured credit agreement with Investec Bank plc, as administrative agent, security agent and lender, providing for a revolving credit facility of up to $83.0 million (the “Investec Credit Facility”). As of September 30, 2026, there were no outstanding borrowings under the Investec Credit Facility.
Borrowings under the Investec Credit Facility bear interest at a variable rate per annum at the Term SOFR plus a margin of 280 basis points. The facility also bears an unused commitment fee of 1.00% per annum.
Borrowings under the Investec Credit Facility may be repaid at any time during the term of the 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 Investec Credit Facility is September 21, 2029.
In March 2026, the Company’s 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 September 30, 2026, there were no outstanding borrowings under the Liquidity Loan Facility.
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.
Borrowings under the Liquidity Loan Facility may be repaid at any time during the term of the 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 Liquidity Loan Facility is March 23, 2031.
In May 2026, one of the Company's 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 (“Subscription Facility #1”). In August 2026, Subscription Facility #1 was amended, increasing the aggregate revolving commitments to $1,000.0 million. As of September 30, 2026, there were approximately $422.9 million in outstanding borrowings under Subscription Facility #1.
Borrowings under Subscription Facility #1 bear interest at a variable rate equal to SOFR plus 1.80% per annum. In addition, Subscription Facility #1 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 Subscription Facility #1 as of September 30, 2026 was 5.68%.
During the availability period, amounts borrowed under Subscription Facility #1 may be repaid and subsequently reborrowed, subject to the terms and conditions of the credit agreement. Obligations under Subscription Facility #1 are secured by investor capital commitments and related collateral pledged to the lenders. Subscription Facility #1 matures on May 4, 2029 and may be extended in accordance with the terms of the credit agreement.
In June 2026, one of the Company’s 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 September 30, 2026, there were approximately $85.0 million in outstanding borrowings under the Sub-Facility.
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 weighted-average interest rate in effect for the Sub-Facility as of September 30, 2026 was 5.56%.
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.
One of the Company’s 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 (the “Goldman Credit Facility”). As of September 30, 2026, there were approximately $18.2 million in outstanding borrowings under the Goldman Credit Facility.
Borrowings under the Goldman Credit Facility 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. The Goldman Credit Facility also requires payment of a quarterly administrative fee equal to 15 basis points of the facility limit. The interest rate in effect for the Goldman Credit Facility as of September 30, 2026 was 6.78%.
Borrowings under the Goldman Credit Facility 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. The Goldman Credit Facility 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.
One of the Company's consolidated investment funds is party to a credit agreement, as amended in August 2026, 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 $66.5 million (“Subscription Facility #2”). As of September 30, 2026, there were approximately $57.7 million in outstanding borrowings under Subscription Facility #2.
Borrowings under Subscription Facility #2 bear interest at a variable rate equal to SOFR plus 2.00% per annum. In addition, Subscription Facility #2 is subject to an unused commitment fee of 0.20% per annum on undrawn commitments and customary fees associated with letters of credit. The weighted-average interest rate in effect under Subscription Facility #2 as of September 30, 2026 was 5.90%.
During the availability period, amounts borrowed under Subscription Facility #2 may be repaid and subsequently reborrowed, subject to the terms and conditions of the credit agreement. Obligations under Subscription Facility #2 are secured by investor capital commitments and related collateral pledged to the lenders. Subscription Facility #2 matures on August 7, 2029 and may be extended in accordance with the terms of the credit agreement.
Debt Covenants
The Note Purchase Agreement contains certain covenants, including those requiring the Company to (a) maintain a total net leverage ratio, (b) maintain a minimum total of fee-earning assets under management, (c) cause at least 80% of all management fees payable by material subsidiaries to the Company to be collected each period without deferral, waiver or reduction, (d) limit the amount of secured indebtedness to be incurred by the Company, and (e) other customary covenants. The Note Purchase Agreement 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 Notes, plus all accrued and unpaid interest thereon and any applicable “make-whole amount” to become or to be declared due and payable immediately.
Under the terms of the Credit Agreement, certain of the Company’s assets serve as pledged collateral. In addition, the Credit Agreement contains covenants that, among other things: limit the Company’s ability to incur indebtedness; create, incur or allow liens; transfer or dispose of assets; merge with other companies; make certain investments; pay dividends or make distributions in certain circumstances; engage in new or different lines of business; and engage in certain transactions with affiliates. The Credit Agreement also contains financial covenants requiring the Company to maintain a total net leverage ratio and a minimum total of fee-earning assets under management.
Investec Credit Facility
Under the terms of the Investec Credit Facility, certain assets of the Consolidated Funds serve as pledged collateral. In addition, the Investec Credit 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 Investec Credit 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 Investec Credit Facility, plus all accrued and unpaid interest thereon to become or to be declared due and payable immediately.
Liquidity Loan Facility
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.
Subscription Facility #1
Under the terms of Subscription Facility #1, certain assets of the Consolidated Funds, including investor capital commitments and related collateral accounts, serve as pledged collateral. In addition, Subscription Facility #1 contains customary affirmative and negative covenants, including restrictions on creating, incurring or permitting liens on collateral and certain other activities. The credit agreement contains customary representations and warranties, borrowing conditions, collateral maintenance provisions, and events of default.
Sub-Facility
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.
Goldman Credit Facility
Under the terms of the Goldman Credit Facility, certain assets of the Consolidated Funds serve as pledged collateral. In addition, the Goldman Credit Facility contains customary affirmative and negative covenants, including restrictions on creating, incurring or permitting liens on collateral and certain other activities. The Goldman Credit 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 Goldman Credit Facility, together with accrued and unpaid interest thereon, including default interest, to become immediately due and payable.
Subscription Facility #2
Under the terms of Subscription Facility #2, certain assets of the Consolidated Funds, including investor capital commitments and related collateral accounts, serve as pledged collateral. In addition, Subscription Facility #2 contains customary affirmative and negative covenants, including restrictions on creating, incurring or permitting liens on collateral and certain other activities. The credit agreement contains customary representations and warranties, borrowing conditions, collateral maintenance provisions and events of default.
As of September 30, 2026, the Company was in compliance with the covenants under its various debt agreements.
- Equity-Based Compensation
Restricted Stock Units
The change in unvested RSUs is as follows:
| Number of RSUs | Weighted-Average Grant-Date Fair Value Per RSU | |
|---|---|---|
| Balance as of March 31, 2026 | 1,377,185 | $45.29 |
| Granted | 46,303 | $50.97 |
| Vested | (15,920) | $(54.39) |
| Forfeited | (24,604) | $(48.31) |
| Balance as of September 30, 2026 | 1,382,964 | $45.32 |
Performance-Based Restricted Stock Units
The change in unvested PRSUs is as follows:
| Number of PRSUs | Weighted-Average Grant-Date Fair Value Per PRSU | |
|---|---|---|
| Balance as of March 31, 2026 | 78,513 | $54.13 |
| Granted | — | $— |
| Vested | — | $— |
| Forfeited | — | $— |
| Balance as of September 30, 2026 | 78,513 | $54.13 |
As of September 30, 2026, $54.6 million of unrecognized non-cash compensation expense in respect of equity-based awards remained to be recognized over a weighted-average period of approximately 2.9 years.
Liability Classified Awards
In November 2022, the Company issued a profits interest in SPW to certain employees of the SPW team and concurrently entered into an option agreement which provides that (i) StepStone has the right to acquire the profits interest at the end of any fiscal quarter after June 30, 2027, in exchange for payment of a call price and (ii) an entity named CH Equity Partners, LLC, held by the SPW management team and other employees of SPW, has the right to put the profits interest to StepStone on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price. The applicable call or put price is, in certain circumstances, subject to an earn-out or earn-down. The call or put price will be payable in cash unless the Company elects to pay up to 75% of the consideration in units of the Partnership, each to be exchangeable into shares of the Company’s Class A common stock, and, in either case, rights under one or more tax receivable agreements. As of September 30, 2026, the put right held by CH Equity Partners, LLC has not been exercised.
The Company accounted for the profits interest and option agreement as a single unit of account as a liability classified equity-based award. There are no vesting provisions or service requirements related to the award. As of September 30, 2026 and March 31, 2026, the fair value of the liability classified awards was based on the contractual redemption price. The contractual redemption price is calculated based on the adjusted net income of SPW multiplied by an adjusted trading multiple for the Company’s Class A common stock, and then increased or reduced for certain other specified items. A third-party valuation specialist assisted the Company with the fair value estimate for the awards. Certain assumptions used in determining the fair value are inherently subjective; therefore, the ultimate settlement amount for the liability classified awards may differ materially from the current estimate. The significant unobservable inputs required to value the liability classified awards primarily relate to future projected earnings of SPW, a discount rate and an adjusted trading multiple. The Company applied a discount rate of 25% and 27% as of September 30, 2026 and March 31, 2026, and an adjusted trading multiple of 14.2 x and 14.7 x as of September 30, 2026 and March 31, 2026, respectively.
The Company recognized $372.1 million and $879.7 million during the three months ended September 30, 2026 and 2025, respectively, and $682.3 million and $1,063.7 million during the six months ended September 30, 2026 and 2025, respectively, of expense related to liability classified awards within equity-based compensation expense in the condensed consolidated statements of loss. For the three months ended September 30, 2026 and 2025, the Company paid $28.2 million and $8.5 million, respectively, related to the settlement of liability classified awards. For the six months ended September 30, 2026 and 2025, the Company paid $51.3 million and $15.1 million, respectively, related to the settlement of liability classified awards. As of September 30, 2026 and March 31, 2026, the Company 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, including the fair value of unsettled liability classified awards and unpaid distributable cash allocated to the holder of the profits interest.
Employee Stock Purchase Plan
The Company has an ESPP under which eligible employees may purchase shares of Class A common stock of the Company atsix-month period intervals for 85% of the lower of the fair market value on either the first or last trading day of the offering period. The offering periods run from April 1 to September 30, and October 1 to March 31 each year. Each eligible employee may purchase up tofive thousand dollars worth of shares eachsix-month offering period, limited to a maximum of 1,000 shares. During the three and six months ended September 30, 2026,57,164 shares were purchased under the ESPP. During the three and six months ended September 30, 2025,37,712 shares were purchased under the ESPP. As of September 30, 2026, the Company has 1,987,265 shares of Class A common stock reserved for future issuances under the ESPP.
- Income Taxes
In connection with the exchanges of Class B and Class D units of the Partnership for Class A common stock by certain limited partners of the Partnership during the three months ended September 30, 2026, the Company recorded an increase to the deferred tax assets of $1.2 million and a decrease in the valuation allowance of $0.3 million. Additionally, a corresponding Tax Receivable Agreements liability of $1.4 million was recorded, representing 85% of the incremental net cash tax savings for the Company as a result of these exchanges. The Company madeno payments during either of the three months ended September 30, 2026 and 2025, and payments of $16.2 million and $11.5 million during the six months ended September 30, 2026 and 2025, respectively, under the Tax Receivable Agreements. As of September 30, 2026, the Company’s total Tax Receivable Agreements liability was $342.5 million. See note 12 for more information on the Tax Receivable Agreements.
During the three and six months ended September 30, 2026, the Company recognized equity-based compensation expense related to the profits interest issued in SPW, which is accounted for as a liability classified award. This expense is not currently deductible for tax purposes, resulting in a temporary difference that increased the Company’s deferred tax assets by $51.1 million and $93.4 million during the three and six months ended September 30, 2026, respectively. See note 9 for more information.
The Company’s effective income tax rate was (36.2)% and 14.8% for the three months ended September 30, 2026 and 2025, respectively, and 31.1% and 15.6% for the six months ended September 30, 2026 and 2025, respectively. For each period presented, the effective income tax rate differed from the statutory rate primarily because a portion of pre-tax income (loss) is attributable to non-controlling interests, including third-party investors in the Consolidated Funds, and the related tax expense (benefit) is not attributable to the Company. The change in the effective income tax rate for the three and six months ended September 30, 2026, compared with the prior year periods, was mainly driven by the impact of non-controlling interests related to the consolidation of additional Consolidated Funds. For the three months ended September 30, 2026, the Company recorded an income tax benefit on pre-tax income, resulting in a negative effective income tax rate. The effective income tax rate may vary from period to period depending on the portion of income that is subject to tax and the impact of non-controlling interests, including non-controlling interests in Consolidated Funds.
The Global Anti-Base Erosion Model Rules established under the Organization for Economic Co-operation and Development’s Pillar Two framework have been adopted in several countries where the Company operates. To date, these legislative changes have not had a material impact on the Company’s effective income tax rate. The Company is continuously monitoring the evolving application of this legislation and assessing its potential impact on its future tax liability.
The Company evaluates the realizability of its deferred tax assets on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax assets may not be realized.
As of September 30, 2026, the Company hasnot recorded any unrecognized tax benefits and doesnot expect there to be any material changes to uncertain tax positions within the next 12 months.
- Earnings Per Share
Basic and diluted earnings per share of Class A common stock are presented for the three and six months ended September 30, 2026 and 2025. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands, except share and per share amounts) | ||||
| Numerator: | ||||
| Net loss attributable to StepStone Group Inc. – Basic | $(71,216) | $(366,142) | $(187,032) | $(404,566) |
| Net loss attributable to StepStone Group Inc. – Diluted | $(71,216) | $(366,142) | $(187,032) | $(404,566) |
| Denominator: | ||||
| Weighted-average shares of Class A common stock outstanding – Basic | 82,293,951 | 78,561,587 | 82,145,627 | 78,206,102 |
| Weighted-average shares of Class A common stock outstanding – Diluted | 82,293,951 | 78,561,587 | 82,145,627 | 78,206,102 |
| Net loss per share of Class A common stock: | ||||
| Basic | $(0.87) | $(4.66) | $(2.28) | $(5.17) |
| Diluted | $(0.87) | $(4.66) | $(2.28) | $(5.17) |
Diluted earnings per share of Class A common stock is computed by dividing net loss attributable to SSG, giving consideration to the reallocation of net income between holders of Class A common stock and non-controlling interests, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, if any.
Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to SSG and therefore are not participating securities. As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included.
The calculation of diluted earnings per share excludes 38,326,745 Class B units,881,103 Class C units and 3,471,350 Class D units of the Partnership outstanding as of September 30, 2026, and 39,133,716 Class B units,931,103 Class C units and 2,810,039 Class D units of the Partnership outstanding as of September 30, 2025, which are exchangeable into Class A common stock under the if-converted method, as the inclusion of such shares would be anti-dilutive. The calculation of diluted earnings per share excludes 78,513 and 80,674 PRSUs outstanding as of September 30, 2026 and 2025, respectively, as the related performance targets were not met as of those dates.
As the Company was in a net loss position for the three and six months ended September 30, 2026, the calculation of diluted earnings per share excludes potential shares of Class A common stock for 1,382,964 outstanding RSUs, as the inclusion of such shares would be anti-dilutive.
As the Company was in a net loss position for the three and six months ended September 30, 2025, the calculation of diluted earnings per share excludes potential shares of Class A common stock for 1,067,493 outstanding RSUs, as the inclusion of such shares would be anti-dilutive.
- Related Party Transactions
The Company considers its directors, greater than 5% beneficial owner of any class of the Company’s stock, senior executives, employees and equity method investments to be related parties. A substantial portion of the Company’s management and advisory fees and carried interest allocations is earned from various StepStone Funds. The Company earned net management and advisory fees from the StepStone Funds of $255.8 million and $156.3 million for the three months ended September 30, 2026 and 2025, respectively, and $487.6 million and $307.9 million for the six months ended September 30, 2026 and 2025, respectively. The Company earned incentive fees from the StepStone Funds of $1.0 million for the three and six months ended September 30, 2026. The Company earnedno incentive fees from the StepStone Funds for the three and six months ended September 30, 2025. Carried interest allocation revenues earned from the StepStone Funds totaled $362.5 million and $206.7 million for the three months ended September 30, 2026 and 2025, respectively, and $435.1 million and $320.0 million for the six months ended September 30, 2026 and 2025, respectively. Legacy Greenspring carried interest allocation revenues earned from certain legacy Greenspring funds for which the Company has no direct economic interests totaled $115.0 million and $27.1 million for the three months ended September 30, 2026 and 2025, respectively, and $152.2 million and $66.8 million for the six months ended September 30, 2026 and 2025, respectively.
Due from affiliates in the condensed consolidated balance sheets consists primarily of fees and accounts receivable from the StepStone Funds, advances made on behalf of the StepStone Funds for the payment of certain organization and operating costs and expenses for which the Company is subsequently reimbursed, amounts due from employees and loans due from affiliated entities, as set forth below.
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Amounts receivable from StepStone Funds | $108,749 | $58,257 |
| Amounts receivable from employees | 40,037 | 39,558 |
| Amounts receivable from loans | 13,721 | 15,335 |
| Total due from affiliates | $162,507 | $113,150 |
Due to affiliates in the condensed consolidated balance sheets consists primarily of amounts payable to certain non-controlling interest holders in connection with the Tax Receivable Agreements and amounts payable to the StepStone Funds, as set forth below.
| As of | ||
|---|---|---|
| September 30, 2026 | March 31, 2026 | |
| Amounts payable to non-controlling interest holders in connection with Tax Receivable Agreements | $342,495 | $344,210 |
| Amounts payable to StepStone Funds | 26,227 | 18,623 |
| Total due to affiliates | $368,722 | $362,833 |
The Company madeno payments during either of the three months ended September 30, 2026 and 2025 and $16.2 million and $11.5 million for the six months ended September 30, 2026 and 2025, respectively, under the Tax Receivable Agreements.
- Stockholders’ Equity and Redeemable Non-Controlling Interests
Stockholders’ Equity
The Company hastwo classes of common stock outstanding, Class A common stock and Class B common stock. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval. Holders of Class A common stock are entitled to receive dividends when and if declared by the board of directors. Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock.
The Class C and Class D (further described below) limited partnership interests of the Partnership have substantially the same rights and obligations as are applicable to the existing holders of Class B units of the Partnership. The Company has no ownership interest in the Class C and Class D units, which are held by certain employees of the Company. The Company has entered into agreements with the Class C limited partners of the Partnership (the “Class C Exchange Agreement”) and Class D limited partners of the Partnership (the “Class D Exchange Agreement”) to allow for the exchange of Class C units and Class D units, respectively, to shares of Class A common stock of the Company on aone-for-one basis, subject to certain restrictions, as further described below in respect of the Class D Exchange Agreement.
The following table shows a rollforward of the Company’s shares of common stock outstanding since March 31, 2026:
| Class A Common Stock | Class B Common Stock | |
|---|---|---|
| March 31, 2026 | 80,703,553 | 38,637,761 |
| Class A common stock issued in exchange for Class B Partnership units | 311,016 | (311,016) |
| Class A common stock issued in exchange for Class C Partnership units | 50,000 | — |
| Class A common stock issued in exchange for Class D Partnership units | 889,478 | — |
| Class A common stock issued for vesting of equity-based awards, net of shares withheld for taxes | 13,368 | — |
| Class A common stock issued for purchase of asset class non-controlling interests | 972,685 | — |
| Class A common stock issued under ESPP | 57,164 | — |
| Class A common stock repurchased and retired | (521,874) | — |
| September 30, 2026 | 82,475,390 | 38,326,745 |
The Company has 25,000,000 authorized shares of preferred stock, par value of $0.001 per share, and as of September 30, 2026, no shares of preferred stock were issued or outstanding.
In June 2026, the Company 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”). 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 the Company. The Company 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 the Company. The Company 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 the Company.
In September 2026, the Company 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 to allow for exchange of Class B units of the Partnership to shares of Class A common stock of the Company on aone-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 the Company. The Company 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 the Company.
Stock Repurchase Program
On March 9, 2026, the Company’s board of directors authorized a stock repurchase program of up to $100.0 million of the Company’s Class A common stock, excluding fees and expenses. Under the stock repurchase program, repurchases may be made from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The stock repurchase program may be modified, suspended or discontinued by the board of directors at any time without prior notice and does not have a specified expiration date. Each share of Class A common stock repurchased is funded with the proceeds, on a dollar-for-dollar basis, from the repurchase of Class A units by the Partnership from the Company in order to maintain theone-to-one ratio between outstanding shares of Class A common stock and Class A units.
The following table presents information about Class A common stock repurchased on the open market:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands, except share and per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Shares of Class A common stock repurchased | 51,977 | — | 521,874 | — |
| Average price paid per share | $39.96 | $— | $40.79 | $— |
| Total cost | $2,077 | $— | $21,289 | $— |
As of September 30, 2026, the amount remaining available for repurchases was $70.0 million.
Purchase of Asset Class Non-Controlling Interests
On February 7, 2024, SSG and the Partnership entered into agreements (the “Transaction Agreements”) with each of SRA, SRE and SPD (the “Asset Class Entities”), their respective asset class heads as seller representatives, the seller parties signatory thereto, and certain other parties. The Transaction Agreements provide a path to the Partnership owning all of the outstanding equity interests of the Asset Class Entities over a defined period of time.
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 the Company’s Class A common stock, in the case of SPD and (ii) cash (at the discretion of the Company for all exchanges except the initial exchange), in up toten annual exchanges (increased to up tofifteen annual exchanges in certain circumstances in case of the sellers of SRA equity interests).
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 the Company’s Class A common stock with respect to the Company’s 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, 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.
On April 1, 2024, certain of the Company’s subsidiaries underwent transactions to effect unitization of the outstanding classes of limited partnership interests. The economic rights and obligations of limited partnership interest holders were the same immediately prior to the unitization as immediately after the unitization. The outstanding classes of limited partnership interests, including the class of interests relating to awards of carried interest allocations granted to employees, were essentially combined into a single class of limited partnership interest and redesignated into units. The class of interests relating to awards of carried interest allocations granted to employees were previously accounted for as compensation arrangements under ASC 710, Compensation, and presented as carried interest-related compensation expense. The transaction was considered to be a transaction amongst equity holders, and the Company did not recognize any incremental compensation cost related to settlement of the accrued carried interest-related compensation.
Also on April 1, 2024, the Company exchanged certain ordinary shares in the SPD subsidiary and paid $5.4 million to purchase certain preferred shares in SPD with liquidation preference rights in connection with the Transaction Agreements. There was no change in the Company’s economic interest in SPD as a result of the transaction.
In connection with the transactions contemplated by the SRA Transaction Agreement and SRE Transaction Agreement, SSG and the Partnership entered into a Class D Exchange Agreement at the closing of the 2024 Exchange on May 31, 2024. The Class D Exchange Agreement provides, among other things, sellers under the SRA Transaction Agreement and SRE Transaction Agreement with the ability, in certain circumstances and subject to certain conditions, to exchange the Class D units issued to them on aone-for-one basis with shares of the Company’s Class A common stock, par value $0.001. In addition, the Class D Exchange Agreement restricts the exchange of the Class D units issued to such sellers, which restriction applies for a maximum ofone year (ortwo years if a Transaction Agreement Exchange (as defined in the Class D Exchange Agreement) constitutes an Acceleration Exchange (as defined in the Class D Exchange Agreement)), subject to certain exceptions.
On May 29, 2026, the Company 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. 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 the Company in the 2026 Exchange was approximately (i) $10 million in cash, (ii)972,685 shares of the Company’s Class A common stock and (iii)2,438,273 Class D units of the Partnership.
The Company accounts for adjustments to the redemption value of a redeemable equity instrument that is currently redeemable by adjusting the carrying value of the equity instrument to the maximum redemption value at each reporting period based on conditions that exist as of the reporting date. If the redeemable equity instrument is probable of becoming redeemable in the near future, the carrying value of a redeemable equity instrument is adjusted to the redemption value immediately as changes occur based on conditions that exist at that date or at each reporting date. For redeemable equity instruments either not redeemable or probable of becoming redeemable in the near future, no adjustment to the carrying value is made until it is probable that the equity instrument will become redeemable. The Company recognizes adjustments to the carrying value of redeemable equity instruments with charges against retained earnings, or to additional paid-in-capital in the absence of retained earnings.
As of September 30, 2026, the Company determined that redemption of the redeemable non-controlling interests in subsidiaries was probable and presented the carrying value at the redemption amount based on the conditions that existed as of that date of $10.2 million in the condensed consolidated balance sheets within redeemable non-controlling interests in subsidiaries.
The reallocation adjustment between SSG stockholders’ equity, non-controlling interests in the Partnership and non-controlling interests in subsidiaries relates to the impact of changes in economic ownership percentages during the period and adjusting previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period.
Dividends and Distributions
Dividends and distributions are reflected in the condensed consolidated statements of stockholders’ equity when declared by the board of directors. Dividends are made to Class A common stockholders and distributions are made to limited partners of the Partnership and holders of non-controlling interests in subsidiaries.
On August 6, 2026, the Company announced a quarterly cash dividend of $0.33 per share of Class A common stock, which was paid on September 15, 2026 to holders of record as of the close of business on August 31, 2026.
Redeemable Non-Controlling Interests
The following table summarizes the activities associated with the redeemable non-controlling interests in Consolidated Funds:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Beginning balance | $259,913 | $459,927 | $186,236 | $377,897 |
| Contributions | 53,289 | 213,747 | 125,294 | 281,447 |
| Redemption of redeemable non-controlling interests | (11,547) | (41,628) | (13,538) | (48,255) |
| Net income | 8,672 | 39,659 | 12,335 | 60,616 |
| Ending balance | $310,327 | $671,705 | $310,327 | $671,705 |
The following table summarizes the activities associated with the redeemable non-controlling interests in subsidiaries:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Beginning balance | $9,214 | $6,906 | $8,777 | $6,327 |
| Net income | 941 | 384 | 1,378 | 963 |
| Ending balance | $10,155 | $7,290 | $10,155 | $7,290 |
- Commitments and Contingencies
Litigation
In the ordinary course of business, and from time to time, the Company may be subject to various legal, regulatory and/or administrative proceedings. The Company accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such proceedings, based on information known by management, the Company does not expect a potential liability related to any current legal proceedings or claims that would individually or in the aggregate materially affect its condensed consolidated financial statements as of September 30, 2026.
Lease Commitments
The Company leases offices in 31 cities in North America, South America, Europe, Middle East, Asia and Australia, and certain equipment subject to operating lease agreements expiring through 2043, some of which may include options to extend or terminate the lease. As of September 30, 2026, there were no finance leases outstanding.
In May 2025, the Company executed an agreement to lease an additional floor for its New York office. During the three months ended September 30, 2026, the Company gained access to the office space and established a ROU asset and corresponding lease liability of $32.7 million. Total future lease payments under the lease are expected to be $59.7 million over 15 years.
The components of lease expense included in general, administrative and other expenses in the condensed consolidated statements of loss were as follows:
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Operating lease cost(1) | $5,811 | $4,247 | $10,964 | $8,244 |
| Variable lease cost | 728 | 355 | 1,156 | 729 |
| Sublease income | (225) | (464) | (689) | (925) |
| Total lease cost | $6,314 | $4,138 | $11,431 | $8,048 |
(1)Operating lease cost includes an immaterial amount of short-term leases.
Supplemental cash flow information related to leases was as follows:
| Six Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows used for operating leases | $9,165 | $8,654 |
| Weighted-average remaining lease term for operating leases (in years) | 13.5 | 10.3 |
| Weighted-average discount rate for operating leases | 5.1% | 4.7% |
As of September 30, 2026, maturities of operating lease liabilities were as follows:
| Remainder of FY2027 | $8,234 |
|---|---|
| FY2028 | 15,577 |
| FY2029 | 20,685 |
| FY2030 | 20,686 |
| FY2031 | 20,676 |
| Thereafter | 157,965 |
| Total lease liabilities | 243,823 |
| Less: Imputed interest | (81,278) |
| Total operating lease liabilities | $162,545 |
Unfunded Capital Commitments
As of September 30, 2026 and March 31, 2026, the Company, generally in its capacity as general partner or managing member of the StepStone Funds, had unfunded commitments totaling $128.2 million and $110.0 million, respectively. The $128.2 million and $110.0 million of unfunded commitments as of September 30, 2026 and March 31, 2026, respectively, exclude $27.8 million and $28.3 million, respectively, related to commitments held by general partner entities for certain funds in which the Company does not hold any direct economic interests, including the legacy Greenspring funds. As of September 30, 2026 and March 31, 2026, the Consolidated Funds had unfunded capital commitments to funds of $453.7 million and $2,401.1 million, respectively. This excludes commitments to other Consolidated Funds that are eliminated in consolidation.
Carried Interest Allocations
Carried interest allocations are subject to reversal in the event of future losses, to the extent of the cumulative revenues recognized by the Company in income to date. Additionally, if the Company has received net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the Company may be obligated to repay previously distributed carried interest that exceeds the amounts to which the Company is ultimately entitled. In these situations, a liability is accrued for the potential clawback obligation if amounts previously distributed to the Company would require repayment to a fund if such fund were to be liquidated based on the current fair value of their underlying investments as of the reporting date. Actual repayment obligations generally do not become realized until the end of a fund’s life. As of September 30, 2026 and March 31, 2026, no material amounts for potential clawback obligations had been accrued. This contingent obligation is normally reduced by income taxes that the Company has paid related to the carried interest allocations. As of September 30, 2026, the maximum amount of carried interest allocations (excluding legacy Greenspring carried interest allocations) attributable to the Company subject to contingent repayment was an estimated $483.1 million, net of tax, assuming the fair value of all investments was zero, a possibility that the Company views as remote.
Indemnification Arrangements
In the normal course of business and consistent with standard business practices, the Company has provided general indemnifications to its limited partners, officers and directors when they act in good faith in the performance of their duties for the Company. The terms of these indemnities vary from contract to contract. The Company’s maximum exposure under these arrangements cannot be determined as these indemnities relate to future claims that may be made against the Company or related parties, but which have not yet occurred. No liability related to these indemnities has been recorded in the condensed consolidated balance sheets as of September 30, 2026 and March 31, 2026. Based on past experience, management believes that the risk of loss related to these indemnities is remote.
- Segment Reporting
The Company operates asone business, a fully-integrated private markets solution provider. The Company’s chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes a consolidated approach to assess the performance of and allocate resources to the business. Accordingly, management has concluded that the Company consists of a single operating segment and single reportable segment for accounting and financial reporting purposes.
The Company’s single reportable segment earns substantially all its revenue from management, advisory, and performance fees. The CODM manages the Company on a consolidated basis and utilizes GAAP net income (loss) as presented in the condensed consolidated statements of income (loss) as the primary financial measure used to assess the performance of and allocate resources to the business. The CODM regularly reviews the GAAP condensed consolidated statements of income (loss) including the revenue, expense and other captions as presented in the Company’s periodic filings. There are no other significant expenses or specified revenue and expense categories reviewed by the CODM other than as reflected in the condensed consolidated statements of income (loss). The CODM reviews segment assets at the consolidated level within the condensed consolidated balance sheets, as there is no difference between segment assets and total consolidated assets. As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the condensed consolidated financial statements here within.
- Subsequent Events
On November 5, 2026, the Company announced a quarterly cash dividend of $0.33 per share of Class A common stock, payable on December 15, 2026 to holders of record as of the close of business on November 30, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.