Carlyle AlpInvest Private Markets Fund (CAPM) Tender Offers 2026

What the fund is, in one paragraph

CAPM is managed by AlpInvest Private Equity Investment Management, LLC, with Carlyle Global Credit Investment Management as sub-adviser for the liquid-credit sleeve; both are indirect subsidiaries of The Carlyle Group Inc. It commenced operations on January 3, 2023, after the reorganization of AlpInvest Seed Fund, L.P. into it, with Class I at $10.00 a share. Class A, Class I and Class W start at $25,000 and Class X at $5 million. Shares are bought monthly at NAV. No one can sell them to anyone else: “No shareholder has the right to require the Fund to repurchase his, her or its shares.” The only way out is the quarterly tender offer, and holders under one year pay a 2.00% early repurchase fee. For the listed parent's economics, see our Carlyle Group (CG) page; for how CAPM sits among its peers, see the secondaries funds census and the evergreen funds comparison. One oddity: the July 31, 2026 offer calls the fund “non-diversified”, while the September 1, 2026 prospectus says it is registered “as a diversified” fund.

Eleven offers, ten results

Every offer is a Schedule TO-I; the result is a final amendment, Schedule TO-I/A. The last two columns divide what was paid by net assets at the valuation date (annual or half-year reports where we have them, Form N-PORT otherwise), and shares tendered by shares outstanding at the date in the offer document (our arithmetic).

Three things the table shows. First, demand has stayed far under the cap: the fund has never had to choose whose shares to buy, and the filings do not report shares requested separately from shares accepted, because every request was accepted in full. Second, results arrive late. The two zero-tender results for January and April 2024 were filed together on November 1, 2024, 249 and 157 days after their deadlines; the August 2025 result took 199 days. The January 2025 result was filed on May 7, 2025 with a Class I payment of $26,598,470.54 and corrected a week later to $26,298,470.54, a $300,000 difference. Third, the amount paid is not the amount requested: each final amendment reports payment “minus any early repurchase fee and the total amount retained pursuant to the Fund’s 5% ‘hold back’”, so the dollars here understate NAV tendered by an amount the filings do not split out.

The affiliate in the list of sellers

The annual report for the year to March 31, 2026 contains a related-party note that no offer document repeats in full. It says: “an affiliate of the Fund, CG Subsidiary Holdings LLC, redeemed 377,074 Class I shares, 1,800,000 Class I shares, 2,111,189 Class I shares, and 2,243,589 Class I shares” in the repurchase offers valued December 31, 2024, March 31, 2025, June 30, 2025 and December 31, 2025, “at the NAV price on the Repurchase Pricing Dates.” Set beside the final amendments:

The four add to 6,531,852 shares and $97,844,051 (our sums), or 76.3% of all shares tendered in those four offers, and the affiliate's $30.6 million was 92.6% of the fund's $33.0 million of fiscal 2025 repurchases (our arithmetic). The note does not say why the affiliate redeemed, and we do not know. What the numbers do say is that the requests in the table are a mix of a Carlyle-owned holder and everyone else, and that outside holders' tenders were smaller in those four offers than the headline totals suggest. The annual report lists no affiliate redemption for the September 30, 2025 or March 31, 2026 valuation dates, which makes the 3.88 million shares tendered in the August 2025 offer the largest request we can attribute to outside holders, 2.31% of shares. The offer documents for the April and July 2026 offers again say “An affiliate of the Fund has advised the Fund that it intends to participate in the Offer.” Whether it did will show in the half-year report for September 30, 2026, due around December 1, 2026.

Price, payment and the 5% hold back

You are paid the NAV per share of your class on the valuation date, which is the month-end after the deadline, so there is a gap of about a month between tendering and knowing the price. The July 2026 offer document says you are entitled to “an initial payment equal to at least 95% of the unaudited net asset value of the Shares tendered and accepted for purchase by the Fund”, paid on or before November 30, 2026. “The balance of the purchase amount will be paid to you promptly after the completion of the Fund’s next annual audit.” Shares held under a year lose a further 2.00%.

Worked example (our arithmetic). A holder tenders $200,000 of Class I shares held for two years in the offer valued September 30, 2026. The initial payment is at least $190,000 by November 30, 2026, and up to $10,000 follows after the audit for the year to March 31, 2027, which on the past pattern means the annual report in early June 2027. A holder who bought Class A four months earlier would also lose 2.00%, or $4,000.

The final amendments do not show a clean 5% deduction. Dividing payment by shares tendered, the Class I price was $13.23 in the offer valued September 30, 2024 and $16.09 for March 31, 2026, the same as the audited NAV on each date (our arithmetic), and $14.21 for March 31, 2025. That last one is lower than the audited NAV of $14.46 for the same date; the offer document had given $14.21 as the estimate. We cannot tell from the filings whether the 1.8% gap was ever paid as a post-audit true-up. For the offer valued September 30, 2025, Class I holders were paid $14.40 a share against a NAV of $15.51 (7.1% less), consistent with fees and a hold back but not split out. The practical point: between the NAV you see and the check you receive there can be a gap, and the filing will not itemize it.

For the general mechanics of these filings, see our guide to tender-offer funds and the Schedule TO census.

NAV per share and net assets

NAV per share comes from the annual (March 31) and half-year (September 30) reports; there is no monthly NAV filing on EDGAR, and the offer documents say monthly estimates are available by calling the transfer agent, SS&C.

Class I returned 15.93% in the year to March 2024, 21.74% in the year to March 2025 and 11.99% in the year to March 2026, a cumulative 62.84% since inception through the first quarter of 2026 (the fund's figure), or 16.25% a year against 18.69% for the MSCI World Index. Calendar-year returns were 17.51% (2023), 16.37% (2024) and 17.01% (2025). The path was not smooth: the offer document for the April 2026 offer gave an estimated Class I NAV of $16.48 at February 28, 2026, and the audited figure at March 31, 2026 was $16.09, 2.4% lower; the offer document for July 2026 shows $16.48 again at May 31 (our arithmetic). Every figure is the fund's own marks of private holdings, which come from the underlying managers with a lag.

The fund paid distributions of $0.10 a share in the year to March 2026 ($23.6 million), $0.03 the year before and $0.02 the year before that. Most are reinvested. Net assets rose 2.7 times in 15 months, from $1,870.4 million at March 31, 2025 to $5,027.0 million at June 30, 2026 (our arithmetic).

Money in and money out

In the year to March 31, 2026 the fund sold $2,345.1 million of shares (Class I $1,579.5 million, Class A $597.7 million, Class W $167.8 million) and repurchased $173.3 million, 7.4% of sales. The year before it sold $1,258.8 million and repurchased $33.0 million, 2.6% (our sums). Form N-PORT gives the same picture each quarter:

Sales divided by repurchases in the June 2026 quarter was 25.5 times (our arithmetic). The reason that matters is simple: a fund that sells far more than it repurchases pays tenders from new money. Sales have fallen 31.5% from their peak, and a fund that depends on inflows is untested if inflows slow while requests rise. Neither has happened yet in the filings. N-PORT quarters show payments when they were made, so the repurchases line lags the offer that triggered it by about two months.

What it costs

The July 29, 2026 prospectus fee table (which assumes “estimated net assets of the Fund of $5,500,000”, an obvious unit slip in the filing; its totals are the figures below) gives:

The incentive fee is 10% of net profits above a Loss Recovery Account balance, paid quarterly. The Class A distribution fee is capped at 0.50% to June 30, 2027 and is expected to revert to 0.75%. Actual results: the Class I expense ratio was 2.85% in the year to March 2026 (of which 1.10% was incentive fee), 4.13% the year before and 4.43% the year before that; Class A was 3.26% and Class W 4.89%. In dollars, the fund incurred $41.2 million of management fees, $37.8 million of incentive fees and $97.9 million of total expenses in the year, against $26.4 million of investment income. Underlying funds charge their own performance fees, typically 20% of profits, which the table excludes. An expense limitation agreement through July 31, 2027 caps certain operating expenses at 2.25% of NAV, but excludes the incentive fee, acquired fund fees and distribution fees.

What it owns, and the $600 million credit line

The March 31, 2026 shareholder letter gives the allocation as 20% to secondary LP transactions, 38% to GP-centered secondaries, 37% to direct co-investments and 5% to primary funds. A year earlier it was 28%, 33%, 33% and 6%; in March 2024 secondaries were 58% and co-investments 36%. The fund had grown from 81 investments with 43 managers to “over 185 transactions” with 137 managers and about 3,100 portfolio companies, roughly 70% in the U.S. At March 31, 2026 investments were carried at $4,073.9 million against a cost of $3,397.5 million, 19.9% above cost (our arithmetic), with $436.5 million of cash equivalents.

At June 30, 2026 the Form N-PORT lists 373 positions: 358 private funds worth $4,553.7 million (our sum), two short-term holdings of $552.3 million including a $520.6 million Goldman Sachs government money market fund (10.36% of net assets), and nine loans of $31.3 million. The largest private holding was GA Continuity Fund II, L.P. at $170.3 million, 3.39% of net assets, followed by Stone Point CV, L.P. (2.93%), Bain Capital Beacon Holdings, L.P. (2.65%), CF24XB SCSp (2.59%) and Hidden Harbor Capital Partners Continuation Fund L.P. (2.41%).

Two liquidity facts. At March 31, 2026 the fund had unfunded commitments of $1,402.0 million (our sum: $77.3 million direct, $222.0 million primary and $1,102.7 million secondary). And it has a Barclays revolving facility that was $350 million at year-end and was upsized by $250 million on April 28, 2026 to a commitment of $600 million, priced at SOFR plus 2.90% and a 0.10% adjustment, with a 1.10% fee on the unused part and final maturity March 9, 2028. The fund had no borrowings outstanding and borrowed nothing during the year. Cash and money market holdings of about $520 million plus the undrawn line compare with about $251 million for a full 5% offer (our arithmetic). On the evidence of the filings, a tender offer is not the constraint today; the commitments and the sales slowdown are what to watch.

The next window

The July 31 offer is closed but unpaid. Dates, from the offer document and the pattern of the last two fourth quarters:

• November 30, 2026: payment date for the offer valued September 30, 2026. The final amendment reporting shares tendered should follow. The last three results were filed 83 to 104 days after the deadline (our arithmetic), which points to late November to early December.
• About October 30 to November 2, 2026: expected Schedule TO-I for the next offer. The fund filed on November 1, 2024 and October 31, 2025. This is our reading of two data points, not a published schedule, and the board decides each quarter.
• About December 1 to 2, 2026: expected deadline (11:59 p.m. Eastern); both prior fourth-quarter offers closed December 2. Pricing would be December 31, 2026.
• About December 1, 2026: half-year report (Form N-CSRS) for September 30, 2026, which should say whether the affiliate redeemed in the April and July offers.

What a reader can do with this

• If you hold CAPM and want out: tender in the window above. Your price is NAV on the valuation date, not on the day you submit, and you can withdraw until the deadline. Expect at least 95% about two months later and the balance after the audit. Check whether your shares are inside their first year (2.00% fee).
• If you are comparing it with peers: the same structure and the same 5% cap apply to StepStone's SPRIM and Hamilton Lane's HLPAF. For the whole set of secondaries vehicles, see the secondary market for individual investors, and for other ways in, how to invest in private equity. Carlyle's credit tender fund behaves very differently: see CTAC's repurchases.
• What the record says: eight of eight requests were met in full, and a Carlyle-owned holder was behind most of the requests in four of them. Outside requests are growing (the 3.88 million shares of August 2025 and the 2.71 million of April 2026) but are still a fraction of the cap.
• What would change the picture: an offer where requests approach 5% of net assets, a draw on the credit line to pay holders, quarterly sales falling below repurchases, or a NAV decline while requests rise. Each shows up in the next Schedule TO-I/A, Form N-PORT (late November) or half-year report.

FAQ

All figures are from the SEC filings of Carlyle AlpInvest Private Markets Fund (CIK 1899610) read on EDGAR on October 20, 2026: the 11 Schedule TO-I filings from January 26, 2024 to July 31, 2026 with their Offers to Repurchase; 10 final amendments to Schedule TO-I (November 1, 2024 to August 20, 2026, including the corrected amendment of May 14, 2025); annual reports (Form N-CSR) for the years to March 31, 2024, 2025 and 2026 (accessions 0001899610-24-000006, 0001899610-25-000007 and 0001899610-26-000006); half-year reports (Form N-CSRS) for September 30, 2023, 2024 and 2025; 14 Form N-PORT filings from May 2023 to August 27, 2026; the Form 486BPOS of July 29, 2026 (accession 0001398344-26-013049); and the Form 424B3 of September 1, 2026. Shares of net assets and of shares outstanding, sums across classes and offers, the affiliate's shares of tenders, per-share prices derived from payments, filing lags and the expected Q4 2026 dates are our arithmetic or our reading. This is analysis of public documents, not investment, legal or tax advice.