---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-028333"
form_type: "8-K"
ticker: "STEP"
cik: "0001796022"
company_name: "StepStone Group Inc."
filed_at: "2024-02-08T23:59:59+00:00"
generated_at: "2026-06-06T05:45:43.651265+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# StepStone enters agreements to acquire all interests in SRE, SIRA, SPD via annual exchanges

## Summary
- StepStone to acquire 100% of SRE, SIRA, and SPD through annual exchanges of equity for Class D units or Class A common stock plus cash over up to 10 years (15 for SIRA).
- First exchange reference date April 1, 2024; closing subject to regulatory approval, stockholder vote, and audited FY2024 financials.
- Up to 75 million shares of Class A common stock may be issued as consideration; board has option to increase limit.
- Class B Committee entered Support Agreement to vote all shares in favor of the transactions.
- J.P. Morgan Securities LLC acted as financial advisor to StepStone.

## SEC filing metadata
- accession: 0001193125-24-028333
- form_type: 8-K
- ticker: STEP
- cik: 0001796022
- company_name: StepStone Group Inc.
- filed_at: 2024-02-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1796022/000119312524028333/0001193125-24-028333-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1796022/000119312524028333/d707393d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-028333
- JSON: https://secwatch.observer/filing/0001193125-24-028333.json
- Plain text: https://secwatch.observer/filing/0001193125-24-028333.txt

## Key facts
- Material Agreements
  StepStone Group Inc. entered into SPD Transaction Agreement with StepStone Europe Limited, SPD, Marcel Schindler (solely in his capacity as seller representative), and SC Partner LP (effective 2024-02-07).
  - Action: entry
  - Counterparty: StepStone Europe Limited, SPD, Marcel Schindler (solely in his capacity as seller representative), and SC Partner LP
  - Effective: 2024-02-07
  source text: Agreement (the “ SIRA Transaction Agreement ”) with SIRA, James O’Leary, solely in his capacity as seller representative (the “ SIRA Asset Class Head ”), and the seller parties signatory thereto (the “ SIRA Sellers ”), and (iii) a Transaction Agreement (the “ SPD Transaction Agreement ”, and collectively with the SRE Transaction Agreement and SIRA Transaction Agreement, the “ Transaction Agreements ”, and each, a “ Transaction Agreement ”) with StepStone Europe Limited, a private limited liability company incorporated in England and a wholly-owned subsidiary of the Company, SPD, Marcel Schindler, solely in his capacity as seller representative (the “ SPD Asset Class Head ” and collectively with the SRE Asset Class Head and SIRA Asset Class Head, the “ Asset Class Heads ”, and each, an “ Asset Class Head ”), and SC Partner LP, a Cayman Islands exempted limited partnership (the “ SPD Selle
  evidence_url: https://www.sec.gov/Archives/edgar/data/1796022/000119312524028333/0001193125-24-028333-index.htm
- Material Agreements
  StepStone Group Inc. entered into SRE Transaction Agreement with Jeffrey Giller, solely in his capacity as seller representative, and the seller parties signatory thereto (the SRE Sellers) (effective 2024-02-07).
  - Action: entry
  - Counterparty: Jeffrey Giller, solely in his capacity as seller representative, and the seller parties signatory thereto (the SRE Sellers)
  - Effective: 2024-02-07
  source text: On February 7, 2024, the Company and StepStone Group LP, a Delaware limited partnership (the “ Partnership ”) entered into (i) a Transaction Agreement (the “ SRE Transaction Agreement ”) with SRE, Jeffrey Giller, solely in his capacity as seller representative (the “ SRE Asset Class Head ”), and the seller parties signatory thereto (the “ SRE Sellers ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1796022/000119312524028333/0001193125-24-028333-index.htm
- Material Agreements
  StepStone Group Inc. entered into SIRA Transaction Agreement with James O'Leary, solely in his capacity as seller representative, and the seller parties signatory thereto (the SIRA Sellers) (effective 2024-02-07).
  - Action: entry
  - Counterparty: James O'Leary, solely in his capacity as seller representative, and the seller parties signatory thereto (the SIRA Sellers)
  - Effective: 2024-02-07
  source text: (ii) a Transaction Agreement (the “ SIRA Transaction Agreement ”) with SIRA, James O’Leary, solely in his capacity as seller representative (the “ SIRA Asset Class Head ”), and the seller parties signatory thereto (the “ SIRA Sellers ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1796022/000119312524028333/0001193125-24-028333-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.