Hamilton Lane Private Assets Fund Tender Offers: 19 Quarters, Every Share Bought, and a March 2026 Price Below the Audited NAV

What the fund is, in one paragraph

Hamilton Lane Private Assets Fund (PAF) is Hamilton Lane's evergreen private equity fund for individual investors. It is a registered closed-end fund, not a private placement: the minimum is $25,000 for every class, and only investors who buy directly from the transfer agent rather than through an adviser or broker must be accredited. It began operating on January 4, 2021, when an older Hamilton Lane fund was reorganized into it. At March 31, 2026 its annual report put 45.5% of net assets in direct investments (mostly equity co-investments alongside other sponsors) and 51.2% in secondaries, plus 9.2% in short-term investments, for total investments of 105.9% of net assets, and described 177 investments in more than 1,900 companies managed by 164 sponsors. It sells shares on the first business day of each month at the previous month-end NAV. There is no market for the shares. The way out is the quarterly tender offer, which the board decides each time and which the adviser recommends at no more than 5% of net assets.

Nineteen tender offers, all paid

From the final amendment the fund files to report each offer's result. The limit is the dollar amount offered; “tendered” is the NAV of all shares tendered at the valuation date, summed across classes; the share of net assets uses the class capital reported in the offer document (our arithmetic).

The pattern is steady. Requests were tiny while the fund was small, jumped once in August 2024 to $59.5 million, 52.6% of that offer and 2.63% of net assets, and since then have run at 16-29% of each offer and about 1% of net assets a quarter. The March 2026 offer was the largest in dollars, $76.4 million. Across all 19 offers, holders tendered $423.3 million (our sum). Before 2025 the result filings give dollar amounts and describe how holders were paid but not share counts or an acceptance percentage; from the June 2025 offer they state that the fund “accepted for purchase 100%” of each class. In the earlier offers the amounts tendered were below the offer limit, so there was nothing to prorate.

The offer limit has always been 5.00% of net assets. The fund may also buy up to an extra 2.00% of NAV if an offer is oversubscribed, “solely in the discretion of the Fund and its Board of Trustees.” It has never needed to.

How holders get paid, and what changed in 2025

For most of the fund's life, payment came as a promissory note. A holder who tendered only part of their shares was paid 100% of the estimated NAV about a month after the valuation date. A holder who tendered everything got an initial payment of “at least 90% of the estimated aggregate value” and the rest, adjusted to the audited NAV, after the annual audit, which can be up to 11 months later. The June 2025 offer was the last on those terms.

From the August 2025 offer, the fund pays in cash: “within 8 business days of the Valuation Date” in that offer, and in the current one “within 5 business days of the date of determination of the Fund's NAV as of the Valuation Date.” For holders this is faster. It also means the final price is the NAV used at the time, with no post-audit adjustment in the offer terms, which matters for the next section.

Other terms in the September 2026 offer: a 2.00% early repurchase fee on shares held less than a year, applied first-in, first-out; a $10,000 minimum balance for anyone tendering part of their shares; and a valuation date about four weeks after the deadline, so a holder commits before knowing the price.

March 2026: $19.53 paid, $19.77 audited

The offer documents and the annual report give two NAVs for the same date. The Schedule TO-I filed May 6, 2026 gives the Class I NAV at March 31, 2026 as $19.53, and the result filing shows the fund paid $53,957,978 for 2,763,405 Class I shares, $19.53 each (our arithmetic). The audited financial highlights in the annual report give the Class I NAV at March 31, 2026 as $19.77, 1.2% higher. Class D was $19.27 against $19.53 and Class R $18.78 against $18.91.

The annual report explains the gap only in a footnote: the financial highlights include “adjustments in accordance with GAAP and accordingly the returns and per unit net asset value for financial reporting may differ from the per unit net asset value and returns for shareholder transactions.” The offer documents describe the NAV as an estimate calculated “based upon the information the Fund receives from the portfolio managers of the investment funds in which it invests.” The filings do not say which adjustments applied here. The difference cuts both ways: at March 31, 2024 the two figures were identical ($15.81), and a holder who bought on April 1, 2026 paid $19.53 for a share the audit valued at $19.77.

For a holder who sold in March 2026 the difference was about $0.24 a share, or roughly $660,000 on the 2.76 million Class I shares tendered (our arithmetic, using the rounded NAVs). The next transaction NAV, June 30, 2026, was $20.83, up 6.7% in a quarter. The filings do not break that jump down, so we cannot say how much of it is the same valuations the audit had already reflected for March 31.

NAV and size

The NAV figures are those used for transactions, from the offer documents, and do not add back distributions: the fund paid $0.33 a share from realized gains in the year to March 2026 and $0.24 the year before. Its reported total returns for Class I by fiscal year (ending March 31) are 20.77% (2022), 16.10% (2023), 12.68% (2024), 12.59% (2025) and 14.60% (2026). The annual report sets the latest year next to the MSCI World (18.90%) and S&P 500 (17.80%), both higher; over five years the fund's 15.31% a year is ahead of both indices in the same table.

Costs are high by fund standards. The adviser charges 1.40% a year on managed assets plus an incentive fee of 10% of net profits, and Class R pays up to 0.70% a year in distribution and servicing fees. In the year to March 2026 net expenses were 3.40% of average net assets for Class I and 4.03% for Class R. Those ratios include incentive fees (1.45 percentage points for the year) and exclude the expenses of the underlying funds it owns.

Why the tender has been easy: new money

In the year to March 31, 2026 the fund issued $1,764.7 million of shares (Class I $1,086.2 million, Class R $663.3 million, Class D $15.2 million) and paid $206.9 million to tendering holders, about 12% of inflows. The year before it was $1,651.8 million in and $135.0 million out. Net assets went from $3,621.4 million to $5,785.7 million under GAAP. Borrowing is small: $76.5 million on its credit lines at March 31, 2026.

A quarterly tender of 5% is easy to honour while inflows are many times the requests. If that reversed, the board still decides each quarter whether to make an offer at all. The July 2026 N-2 also says “The Fund is seeking to determine whether operating as an ‘interval fund’ in reliance on Rule 23c -3 would be feasible from an operational perspective,” which would turn the quarterly offer from a board decision into a fundamental policy of 5-25% a quarter, as with Cliffwater's interval fund.

What a holder can do with this

• If you tendered in the September 2026 offer: it closed September 3 and is priced at the September 30 NAV. On the pattern of the last four results (filed 3.3 to 4.4 months after each deadline), the result filing should appear around December 2026 or January 2027. Payment itself comes within five business days of the NAV being determined.
• If you are thinking about the next offer: last year's fourth-quarter offer was filed November 4, 2025 with a December 4 deadline. Shares held less than a year pay 2.00%, and a partial tender must leave at least $10,000 invested.
• What the record says and does not say: every share tendered since 2021 has been bought, and requests have never exceeded 2.63% of net assets in a quarter. That is the record of a fund with strong inflows; it is not a promise, because each offer is at the board's discretion.
• What would change the picture: a quarter with requests above 5% of net assets, a slowdown in subscriptions, or the conversion to an interval fund. Each shows up in a Schedule TO-I/A or the next N-2.

For the funds where holders are being prorated, see the private credit redemptions tracker; for how tender-offer funds differ from interval funds and NAV REITs, see NAV REITs vs interval funds.

FAQ

All figures are from Hamilton Lane Private Assets Fund's SEC filings read on EDGAR on October 5, 2026: the final amendments to Schedule TO-I for its 19 completed tender offers (filed March 2022 to September 15, 2026), 18 Schedule TO-I offers from March 2022 to August 6, 2026 (accession 0001213900-26-086088), the annual report for the year ended March 31, 2026 (Form N-CSR, accession 0001213900-26-066804) and the Form N-2 of July 29, 2026 (accession 0001213900-26-082878). Shares of each offer and of net assets used, sums across classes and offers, the per-share price paid in March 2026, quarter-on-quarter NAV changes and ratios of tenders to inflows are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.