Apollo S3 Private Markets Fund Tender Offer: 5% to Dec 2, 2026

Which Apollo fund this is

Apollo sponsors several vehicles for individuals, and the names overlap. Apollo S3 Private Markets Fund (the “S3” stands for the firm's Sponsor and Secondary Solutions platform) is a registered fund that mostly buys secondary stakes in private equity funds and, to a smaller extent, private credit. It is not Apollo Debt Solutions BDC, a credit-only non-traded BDC, and not the Apollo Diversified Real Estate Fund, which holds real estate. Apollo's larger private equity vehicle, Apollo Aligned Alternatives (AAA), has no fund-level report of its own; S3 is the one that files annual reports, N-PORT and tender results, with a $2,500 minimum for new shares, as our survey of how individuals can own private equity notes.

Its prospectus states the objective: “to seek to provide long-term capital appreciation.” It invests through three routes: secondary purchases of stakes in other managers' private funds, co-investments alongside them, and primary commitments to new funds, and “expects to invest in private market investments principally through Secondary Investments.” The annual report letter for March 31, 2026 says the fund “now comprises over 30 secondary transactions, providing exposure to more than 1,000 underlying portfolio companies across over 450 GPs.” At that date $78.5 million of its $473.4 million of investments sat in short-term investments (annual report).

The open offer, term by term

Two details differ from the earlier offers. First, the valuation date comes before the expiry (November 30 against December 2). In the five closed offers the valuation date came 15 to 16 days after the expiry (for example expiry September 14, valuation September 30). So the price is a NAV for a date that will already have passed when the offer closes. Second, the fund is not waiting for its usual calendar: the filing says the offer “is commencing earlier than the Fund's customary schedule.”

The history shows what to expect on timing. The fund paid its notes 24 to 28 days after the valuation date in each closed offer (October 24, 2025; January 28, April 27, July 27 and October 27, 2026). On that pattern the November 30 valuation points to payment in late December 2026 (our arithmetic); the filing gives no date.

Six offers, no proration yet

The fund began tendering in August 2025, ten months after it started operations. Each row combines the Schedule TO-I (limit and shares outstanding) with the final Schedule TO-I/A (result). The percentages are our arithmetic.

Requests are small and uneven. The March 2026 offer drew 111,110 shares, then June drew 22,774, then September 154,249. The September result, with the filing dated November 2, 2026, is the largest request so far in shares and in dollars, and it is still one-fifth of what the fund offered to buy. Even if the next request were double the September one, it would use 37% of the limit (our arithmetic). The structural reason is the one in the annual report: the fund has been selling shares much faster than it repurchases them, and every holder bought after the fund began operations in October 2024.

One reconciliation note. The semi-annual report puts the NAV at September 30, 2025 at $29.08 per share (net assets $349,682,287 over 12,022,830 shares), while the final amendment for the offer valued at that date reports a repurchase price of $28.57. The cash paid, $80,841.10, matches the “payable for shares repurchased” in the report to the dollar, so the report and the offer agree on the amount; the filings do not explain why the two per-share figures differ. Every later price in the table equals the report NAV for its date ($31.20 at March 31, 2026).

Size and NAV: how the fund grew

The September 30, 2026 net assets are our product of the 16,693,650 shares and the $32.32 repurchase price; the fund has not filed a balance sheet for that date. Shares outstanding rose 69.7% from June 30, 2025 to September 30, 2026 (our arithmetic: 9,834,128 to 16,693,650).

Reported performance, from the annual report for March 31, 2026: Class I returned 7.45% for six months (not annualized), 14.46% for one year and 16.36% since inception on October 11, 2024 (the fund annualizes returns longer than a year), against 18.90% and 11.21% for the MSCI World Index over the same periods. The fund's own caveat applies: “Fund returns would have been lower had expenses not been waived during the period.” At March 31, 2026 the fund showed $7,062,928 as due from the adviser for waived fees and reimbursed expenses.

Class I shares, 10,626,163 of the 15,062,543 at March 31, 2026 (70.5%, our arithmetic), “are no longer publicly offered”. New buyers go to Class I2 (no distribution fee) or Class S2 (0.85% a year), both bought at NAV on the first business day of each month. Class S2 had no shares at March 31, 2026.

What the prospectus says it costs

Fee table of the prospectus dated August 1, 2026 (estimated annual operating expenses as a percentage of net assets):

On $100,000 held for a year those totals are $3,690 and $3,250 in Class I or I2, and $4,540 and $4,100 in Class S2 (our arithmetic, applying the estimated percentages to a constant balance). The waiver is an expense limitation agreement that holds ordinary operating expenses to 0.50% of average net assets, excluding the management fee, servicing fee, interest, acquired fund fees and other listed items. The fund must repay the adviser for waived amounts within thirty-six months if expenses later allow, and the agreement is approved “through at least July 31, 2027.” The prospectus says the underlying funds it buys generally charge a management fee of 0.75% to 1.50% and between 10% and 20% of net profits as carried interest; that is the layer behind the 1.04%. Minimum initial investment is $2,500 for Class S2 and I2.

What changes when it becomes an interval fund

Today the fund is a tender offer fund: the prospectus says the board has discretion over whether to buy shares and “the Fund is not required to conduct tender offers.” The August 21, 2026 amendment (Post-Effective Amendment No. 8) rewrites that. Its terms for the interval structure:

The amendment's fee table is blank apart from the 1.50% management fee and 0.85% servicing fee, so the interval fund's cost is not yet published. On the timing, Post-Effective Amendment No. 9 (Form 486BXT, October 19, 2026) says it is filed “solely for the purpose of delaying, until November 19, 2026, the effectiveness” of amendment No. 8. The first amendment was filed under the 60-day paragraph, which would have taken effect around October 20 (our arithmetic). The filings do not say when the first interval offer will run, and the new amendment does not say whether the 5% minimum would apply to the first offer after conversion.

What a reader can do with this

• If you hold shares and want out: the offer limit is 5% of shares and no request so far has passed 1% of shares outstanding. The decision turns on price (the November 30 NAV) and on whether you want to wait for the interval fund's mandatory offers.
• Compare with Apollo's real estate fund: our page on the Apollo Diversified Real Estate Fund shows every offer since May 2023 oversubscribed and pro-rated; S3 has not been oversubscribed once.
• If you want to stay: note the conversion date. The tender offer terms, the note payment and the $10,000 balance rule are today's; the new rules need amendment No. 8 to be effective.
• If you are weighing a purchase: compare the 3.25% after-waiver cost with the 0.50% expense limit that expires no earlier than July 31, 2027, and ask the intermediary about any Class S2 fee of up to 3.50%.
• Tax: the offer's Section 10 covers federal income tax consequences; the filing text we saved does not reproduce it, so read the Offer to Purchase on EDGAR before tendering.

FAQ

All figures are from Apollo S3 Private Markets Fund's SEC filings (CIK 1978024) read on EDGAR on November 6, 2026: six Schedule TO-I filings (August 15, 2025 to November 2, 2026) and the five final Schedule TO-I/A results, the annual reports for March 31, 2025 and 2026 and the semi-annual report for September 30, 2025, the Form N-PORT of June 30, 2026, the prospectus dated August 1, 2026 (Form 486BPOS) and the interval fund amendments of August 21 and October 19, 2026. Percentages, sums, the September 30, 2026 net assets and the payment-timing estimate are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.