FS MVP Private Markets Fund Tender Offer: $98.6M Cap, Dec 7, 2026 Deadline, 2% Early Fee, 15 Past Results

What the fund is

FS MVP Private Markets Fund is a registered closed-end fund organized as a Delaware statutory trust. Its stated objective is long-term capital appreciation through “a diversified portfolio of private market investments,” mainly private equity and, to a lesser extent, private credit, in mid-sized companies in the United States. Its adviser is Portfolio Advisors, LLC of Darien, Connecticut. The offer documents say it was formerly known as MVP Private Markets Fund. It began operating immediately after the close of business on December 31, 2021 and has offered to repurchase shares every quarter since the quarter ended March 31, 2023.

It is not a fund for the general public. The July 2026 N-2 requires each investor to certify that they are an “accredited investor” and a “qualified client,” with minimum initial investments of $50,000 for Class A and Class D and $1,000,000 for Class I. The offer document says the fund expects to accept subscriptions as of the first business day of each month. There is no market for them, and the way out is the quarterly tender offer, which the board decides each time: the fund says the adviser “anticipates recommending” a quarterly offer, and the annual report states that no shareholder has the right to require a repurchase.

The open offer: terms in one place

The Schedule TO-I filed November 2, 2026 (accession 0001398344-26-019253) sets these terms.

Two details matter for timing. A holder who tenders everything “will remain a Shareholder of the Fund through December 31, 2026” even after the fund accepts the tender, so the holder carries the market risk of the final quarter and sees the price only afterwards. And the NAV the holder can check, September 30, 2026, is three months older than the price: the fund says its estimated NAV is “based upon the information the Fund receives from the portfolio managers of the investment funds in which it invests.”

Fifteen completed offers: what holders asked for and what they got

The fund files a final amendment (Schedule TO-I/A) to report each result. The table below uses all 15. “Offer limit” is the 5.00% of net assets the fund offered to buy, “price paid” is the aggregate purchase price in the final amendment (net of any early repurchase deduction), and the last two columns are our arithmetic using the net assets, summed across classes, that the offer document gave for the reference date.

(a) The final amendment prints $11.37 for this offer, which is the Class A NAV at March 31, 2024; the price paid divided by the 127,397.835 Class I shares tendered is $11.60, the Class I NAV given in the May 2024 offer (our arithmetic).

Reading the table:

• The fund has accepted 100% of the shares tendered in each of its 15 completed offers, and across them paid $180.4 million (our sum of the prices). No offer has been prorated.
• Requests are lumpy. Eleven of the 15 offers drew under 20% of the limit. Three in a row, valued September 30, 2024, December 31, 2024 and March 31, 2025, took 73.4%, 68.1% and 72.0%, and then requests fell to 2.6% of the limit. The offer valued June 30, 2026 took 58.0%, with Class I holders tendering 3,517,678.89 shares worth about $49 million (our arithmetic). The filings do not say why.
• The cap has risen with the fund. The limit went from $25.9 million to $98.6 million. The largest request ever, $51.25 million, is about 52% of the limit now open (our arithmetic); a request above $98.6 million would be almost twice anything the fund has paid for in one offer.
• Class A is where the latest selling came from. In the offer valued September 30, 2026, holders tendered 462,119.860 Class A shares and 599,258.570 Class I shares. At the NAVs that is about $6.4 million and $8.6 million, so Class A, which held 31% of capital at the reference date, was about 43% of the value tendered (our arithmetic).

When results are filed

The ten final amendments for the offers that expired from March 2023 to June 2025 were all filed on August 29, 2025, between 81 and 907 days after each expiry. Since then the lag has been 55 to 59 days, and each result has been filed on the day the next offer opened (our arithmetic from the filing dates): November 3, 2025, February 2, 2026, May 4, 2026, August 3, 2026 and November 2, 2026. If that pattern holds, the result of the offer expiring December 7, 2026 would appear in early February 2027, not in December. A holder who tenders will therefore learn the proration outcome, if any, from the fund's letter or the transfer agent, not from EDGAR.

Size, NAV and who holds it

The table shows outstanding capital in the offer documents, with Class D (under $7 million throughout) included in the total. The N-PORT filed August 27, 2026 reports net assets of $1,900.9 million at June 30, 2026 and monthly sales of $46.0 million, $42.7 million and $42.5 million for April, May and June 2026, $131.3 million for the quarter (our sum). In the year to March 31, 2026 the fund issued $584.9 million of shares and paid $22.2 million for repurchased shares (our sums of the statement of changes in net assets), and net assets went from $1,051.6 million to $1,766.9 million.

NAV per share has moved up steadily in the tender prices above: Class I was $13.60 in the offer valued September 30, 2025 and $14.36 a year later, up 5.6% (our arithmetic), with the quarter to September 30, 2026 adding 2.4%. NAVs do not include distributions; in the year to March 31, 2026 the fund distributed $44.3 million, all from net realized gains.

Fees and returns

In the year to March 31, 2026 the adviser earned $18,483,641 in management fees and $17,865,589 in incentive fees, $36.3 million together (our sum), about 2.1% of year-end net assets (our arithmetic). The adviser's contractual expense limit runs to January 1, 2027; it covers ordinary operating expenses but not the management fee or the incentive fee, and the adviser may recover amounts it waived. The annual report compares the fund with the MSCI World Index: 11.75% against 18.90% for the year, 11.66% against 16.77% a year over three years, and 10.83% against 8.26% a year since inception, all for Class I to March 31, 2026. These are the fund's reported numbers, not a forecast, and a listed global equity index is not a like-for-like benchmark for private equity.

Leverage and liquidity

The fund ended its $120 million Nomura credit line on August 5, 2025 and on February 19, 2026 signed a $120 million JPMorgan facility at SOFR plus 2.75% with a 1.00% unused fee, maturing February 19, 2029. The annual report records no outstanding borrowings and an average balance of zero in the year to March 31, 2026, and the N-PORT shows none at June 30, 2026. The same annual report lists $217,196,093 of unfunded investment commitments and says 93.29% of net assets were restricted securities, with 17.76% valued at Level 3.

At June 30, 2026 the largest line was $175.4 million in a Goldman Sachs government money market fund, 9.22% of net assets, against an open offer limit of $98.6 million (the dates differ, so this is indicative only). Cash and the money market fund are not the only source: the offer says payment will come from “cash on hand, proceeds from the sale of portfolio holdings, or borrowings.” The 2023 to 2026 record above shows no offer that needed more than $51.3 million.

Worked examples (our arithmetic)

• The early repurchase fee. A holder who bought $250,000 of Class I shares nine months ago and tenders all of them would pay 2.00%, about $5,000 of the amount repurchased. The same holder tendering after the one-year anniversary pays nothing. The fee is charged on the repurchased amount, first in, first out.
• What proration would look like. If holders tendered $150 million against the $98.6 million limit and the fund simply prorated, each would be paid about 65.8% of what they tendered. Using the extra 2% of shares that Rule 13e-4(f)(1)(ii) allows without extending, about $39.5 million at September 30, 2026 net assets, capacity would be about $138.1 million and the paid share about 92.1%. Neither has happened in 15 offers; the fund decides which of its three options to use.
• The price gap. A holder who tenders on December 7, 2026 is sold out at the December 31, 2026 NAV. If the Class I NAV on that date were $14.00 rather than $14.36, the 100,000 shares tendered would bring $1,400,000 instead of $1,436,000, a $36,000 difference (our illustration, not a forecast).

What a reader can do with this

• If you hold shares and want out: the deadline is 4:00 p.m. Eastern on December 7, 2026, and the paperwork must be received by SS&C GIDS by then. Check how long you have held each purchase, because of the 2.00% fee, and whether a partial tender would leave the required $100,000 (Class I) or $25,000 (Class A or D).
• If you are deciding between tendering and waiting: the next offer is likely to open in early February 2027, based on the dates of the last five (our reading of the pattern), and would be valued at March 31, 2027 if the pattern holds. The board decides each quarter whether to make an offer.
• Tax: the offer document says a holder “will generally recognize a taxable gain or loss” on a sale, long-term if held more than twelve months, and that a loss may be disallowed under the wash-sale rules if shares are bought back within 30 days before or after, including through dividend reinvestment. See our guide to reporting sales of REIT, BDC and interval fund shares.
• What would change the picture: requests above 5% of net assets in a single offer, a lower NAV than September 30, or a draw on the credit line. Each shows up in a Schedule TO-I/A, a Schedule TO-I or the next N-PORT.

For how other semi-liquid funds treated requests in their latest windows, see evergreen funds compared; for another private equity fund with a long tender record, see the Hamilton Lane Private Assets Fund tender offers; and for the vehicle itself, how to invest in private equity.

FAQ

All figures are from FS MVP Private Markets Fund's SEC filings (CIK 1856156) read on EDGAR on November 6, 2026: the Schedule TO-I of November 2, 2026 (accession 0001398344-26-019253) and 15 earlier Schedule TO-I offers from February 2023 to August 2026, the 15 final amendments to Schedule TO-I (filed August 29, 2025 to November 2, 2026), the annual report for the year ended March 31, 2026 (Form N-CSR, accession 0001398344-26-010373), the Form N-2 of July 29, 2026 (accession 0001398344-26-013044) and the Form N-PORT for June 30, 2026 (accession 0001049169-26-002086). Sums across classes and offers, shares of the limit and of net assets, the price per share implied by the March 2024 payment, growth rates, the extra 2% allowance and the worked examples are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.