StepStone Group Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$STEP
Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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(212 ) 351-6100
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported in the Current Report on Form 8-K filed by StepStone Group Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 11, 2025 (the “Prior 8-K”), on September 9, 2025, upon the recommendation of the Board of Directors of the Company, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to remove obsolete provisions and make certain other clarifying, technical and conforming changes (the “Clean-Up Amendments”). The details of the Clean-Up Amendments were disclosed in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, filed with the SEC on July 25, 2025, which description is incorporated herein by reference.
As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on September 18, 2025, which became effective upon filing. The Company subsequently filed a restated certificate of incorporation (the “Restated Certificate”) that integrated the Certificate of Incorporation, the Clean-Up Amendments, and the amendment to limit the liability of certain officers as permitted by Delaware law as described in the Prior 8-K.
The foregoing description of the Clean-Up Amendments and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEPSTONE GROUP INC. | ||||||||
| Date: September 19, 2025 | By: | /s/ Jennifer Y. Ishiguro | ||||||
| Jennifer Y. Ishiguro | ||||||||
| Chief Legal Officer & Secretary | ||||||||