JPMorgan Private Markets Fund Tender Offers: Every Request Paid, and JPMorgan Itself Was About Half of Two of Them

What JPMF is, and what it is not

JPMF is J.P. Morgan Asset Management's evergreen private equity fund, advised by J.P. Morgan Investment Management Inc. It is a registered closed-end fund, so it files annual and semi-annual reports, tender offer documents and quarterly holdings like a mutual fund, but investors cannot redeem. Its annual report says: “No person who is admitted as a shareholder of the Fund (a “Shareholder”) will have the right to require the Fund to redeem its Shares.” Liquidity comes only from quarterly tender offers that the board chooses to make.

It began investing on July 12, 2023, and the annual report for the year ended March 31, 2026 puts net assets at $1.7 billion across 116 holdings and more than 2,000 underlying companies, 44.28% of net assets in secondaries, 33.39% in co-investments and 4.95% in primary fund commitments (the three add to 82.62% in private equity). Minimums are $25,000 for Class S and Class D and $1,000,000 for Class I, or $100,000 for Class I through fee-based advisers (July 2026 prospectus).

This is the private equity fund, not the real estate one. For J.P. Morgan Real Estate Income Trust, a non-traded REIT with a different structure, see our JPMREIT review.

Eleven offers since February 2024: two empty, eight paid in full, one just closed

Each quarter the fund offers to buy back up to about 5.00% of its net assets as of the previous quarter-end. Holders tender by a deadline about two weeks before the pricing date, so they commit before they know the price. The fund files a final amendment to its Schedule TO to report the result, but it only did so from the offer with a September 2024 deadline. For the first two offers the result comes from the fund's own share tables, flagged below.

Dollars tendered are shares times the NAV per share in the filing (our arithmetic), and the share of the limit divides that by the dollar limit the filing states. Together the eight results total $193.3 million, about $52.1 million of it in the March 2026 offer alone (our sum). The fund accepted all of it: every final amendment says it “accepted for purchase 100%” of the shares validly tendered and paid for 100% of them.

How the first two offers are read. The fund filed no final amendment for the offers with March and June 2024 deadlines. The annual report for the period to March 31, 2024 says “no Shares were tendered.” The semi-annual report to September 30, 2024 says 14,229 shares were tendered in the six months, which is exactly the 14,228.550 Class I shares in the September 2024 offer. That leaves nothing for the June 2024 offer (our inference). The offer limits in dollars for those two offers are not stated in the documents we saved.

The pattern. Requests were negligible while the fund was small and young, because the fund also charges a 2.00% early repurchase fee on shares held less than a year. They then jumped by a factor of 10 between March and June 2025 and by about 2 between June and September 2025. They have since run at 3.07%, 3.40% and 2.48% of net assets per offer, against a limit of 5.00%. The limit is not binding yet, but requests of about 3% of net assets a quarter are a different regime from the 0.05% to 0.2% of late 2024 and early 2025.

JPMorgan's own $20 million, twice

JPMIM, the fund's adviser, is also its original shareholder, and because it crossed 5% of Class I it filed a Schedule 13D and 14 amendments. They show exactly what it bought and sold.

Both sale prices equal the Class I NAV the fund paid every other tendering holder in the same offer ($17.3540 at September 30, 2025 and $17.7788 at December 31, 2025). Compared with the $12.3085 JPMIM paid in September 2023, the two sales were gains of 41.0% and 44.4% (our arithmetic). In the first, JPMIM's 1,152,472 shares were 58.9% of all Class I shares tendered and $20.0 million was 51.3% of the dollars tendered in the offer; in the second, 59.3% of Class I shares and 47.0% of the dollars (our arithmetic). Take JPMIM out and outside holders requested roughly $19.0 million and $22.6 million, about 32% of each limit.

The January 2026 amendment says JPMIM “has ceased to be the beneficial owner of more than 5% of the outstanding Class I Common Shares” and calls it “an exit filing.” That is a reporting threshold, not a sale of everything: JPMIM still held 1,908,853 Class I shares on January 30, 2026, worth about $33.9 million at the December 31, 2025 NAV (our arithmetic). The filings do not say whether it tendered any of them in the March or June 2026 offers, and it no longer has to report. The July 2026 prospectus says that as of June 30, 2026 “no persons owned of record or beneficially 5% or more of the outstanding Shares of a class.”

Why it matters for a holder: seed capital from an adviser is normally temporary. The prospectus warns that under the Volcker Rule an adviser that owns 25% or more of a fund after “the permitted seeding period”, generally three years from the start of the strategy, can force restrictions on the fund. Counting from July 12, 2023 that is about July 2026 (our arithmetic; the prospectus says the period can be extended). Selling at NAV through the tender offer is a normal way to do it. It also means the September and December 2025 requests overstate how much outside investors wanted out.

Three labels in the filings that do not match

The result filings contain errors that matter if you build a price series from them. We checked each against other documents.

• The March NAVs are labelled as December. The final amendments for the offers with March 17, 2025 and March 17, 2026 deadlines say the NAV per share was “calculated as of December 31”. The offer documents price those offers at the NAV as of March 31, 2025 and March 31, 2026, and the numbers fit March: $1,615,873 tendered in March 2025 equals the “payable for shares tendered” on the March 31, 2025 balance sheet exactly, and $52.07 million tendered in March 2026 is within 0.2% of the $52,175,061 payable at March 31, 2026 (our arithmetic).
• The June 2025 final amendment prints dollars in the NAV field. It gives the NAV per Class I and Class S share as “$15,693,952.66 and $1,360,604.82”. Those are the aggregate amounts. Divided by the shares tendered they imply NAVs of about $16.87 and $13.54 (our arithmetic).
• The share count in one annual report does not match its own table. The annual report to March 31, 2025 says “169,593 shares were tendered,” while its share table shows 106,816 Class I and 31,746 Class S shares, 138,562 in total (our arithmetic). A June 24, 2026 amendment to the 2026 annual report corrected typographical errors in headings but, it says, changed nothing in the audited statements.

None of this changes the tender results. It does mean the price a holder was paid should be read from the offer's valuation date, not from the date the final amendment states.

NAV per share by class, and a 0.7% gap in March 2026

The first six rows are the financial-reporting NAVs in the annual and semi-annual reports; the last is the NAV paid in the June 2026 offer and the N-PORT net assets. Class S and D trail Class I because they carry distribution and servicing fees of 0.70% and 0.25% a year, and Class S started a month and a half later at $10.00.

The prices paid to tendering holders usually match the audited NAV to the cent: $16.2951 against $16.30 at March 31, 2025, and $17.3540 against $17.35 at September 30, 2025. In March 2026 they did not. Holders were paid $17.9457 for Class I, $14.3375 for Class S and $13.3159 for Class D, while the audited annual report gives $18.07, $14.44 and $13.41 at the same date, 0.7% higher (our arithmetic). Across the 2.37 million Class I, 0.66 million Class S and 11,290 Class D shares tendered that is roughly $0.36 million in total (our arithmetic, using the rounded audited NAVs). The annual report says only that its NAVs “may differ from the NAVs and returns used for shareholder transactions” because of accounting adjustments, and does not say what they were.

The next transaction NAV, June 30, 2026, was $19.00 for Class I, 5.9% above the March price, and $15.15 for Class S, up 5.7% (our arithmetic). The filings do not break that quarter down. Distributions are small: the fund paid its first ones in the year to March 2026, $13.1 million in all, or $0.15, $0.12 and $0.11 a share for Class I, S and D, from net realized gains.

Returns. The annual report gives Class I total returns of 11.84% (year to March 31, 2026), 12.26% (year to March 2025) and 45.16% for the eight and a half months from July 12, 2023, and says cumulative since inception is 82.3%, or 24.4% annualized. Class S returned 11.20% and 11.58% in the two full years, Class D 11.71% and 11.92%. Compounding the two full years gives about 25.6% (our arithmetic), so the first partial year contributed most of the cumulative figure. An investor who bought after 2024 did not earn 24.4% a year. Early on, one co-investment was 9.49% of net assets (March 2024); at March 31, 2026 the same Ishtar position was 2.03%, carried at $33.4 million against a cost of $4.4 million.

Fees: the incentive fee is bigger than the advisory fee

The adviser gets 10% of the fund's net profits each quarter above a loss recovery account, which tracks past losses. The prospectus text we read describes no hurdle rate or preferred return. In the year to March 31, 2026 incentive fees were $16.5 million against $14.0 million of advisory fees, and the year before $8.4 million against $6.8 million. That is why the actual incentive fee for Class I, 1.25% of average net assets, was more than double the 0.55% in the fee table. Add the prospectus's 0.60% estimate for the underlying funds, which charge management fees of 1.00% to 2.50% and up to 30% of profits, and the realized cost for Class I is about 3.4%, for Class D 3.6% and for Class S 4.0% (our arithmetic, mixing last year's actuals with the estimate). In a flat year the incentive fee would be smaller, but so would returns.

The adviser also waives some costs. Fees it waived under the expense limitation agreement and that it can recoup totaled $4.73 million at March 31, 2026, and the agreement now runs to July 31, 2027. Intermediaries selling Class S or D may add their own charges, capped at 3.5% and 1.5% of NAV.

Where the money is and how it pays holders out

All percentages are of net assets from the schedules of investments. In two years the fund moved from holding 36.56% of net assets in short-term investments (September 2024) to 19.24% (March 2026), and private equity from 56% to 83%. That is how a $1.6 billion fund keeps paying tenders while it invests: at March 31, 2026 it held $316.5 million in a JPMorgan Treasury money market fund and $89.7 million in a Fidelity floating-rate fund, $406.1 million together (24.7% of net assets), against $273.4 million of unfunded commitments and a $52.2 million tender payable. The largest single holding was 2.68% of net assets ($44.0 million) and the top five together 11.9% (our arithmetic).

It also has a revolving credit facility that it signed on July 22, 2025 with State Street: $150 million, expandable to $300 million, at term SOFR plus 2.65%, with a 0.65% fee on the unused part and a July 21, 2028 maturity. The balance sheet at March 31, 2026 lists no loan among its $122.2 million of liabilities, but interest expense of $192,291 in the six months to September 30, 2025 suggests it drew on the line then (our reading). The prospectus lets it borrow to meet tender requests.

What changed in the last 60 days

• August 14, 2026: the Schedule TO-I for the offer with a September 14, 2026 deadline, priced at the NAV of September 30, 2026, for up to about 5.00% of net assets as of June 30, 2026. The filing gives no dollar limit. On the N-PORT net assets of $1,996.4 million it would be about $99.8 million (our arithmetic), the largest limit yet. It pays at least 95% within 65 days of the deadline, which is by November 18, 2026, and may hold back up to 5% until after the annual audit.
• August 19, 2026: the result of the June offer, 100% accepted, $40.5 million, 49.6% of the limit.
• August 28, 2026: Form N-PORT showing net assets of $1,996.4 million at June 30, 2026, $311.6 million more than the $1,684.8 million N-PORT figure for March 31 (our arithmetic; N-PORT figures can differ slightly from the audited balance sheet).
• July 29, 2026: the annual update of the prospectus, with the fee table above and the statement that no holder owns 5% of any class.
• When to expect the September offer's result: the eight final amendments so far came 60 to 73 days after each deadline, which for September 14 means November 13 to 26, 2026 (our arithmetic).

What a holder can do with this

• If you want to sell: the only route is the next offer after September's. The last two years' fourth-quarter offers were launched on November 15, 2024 and November 17, 2025, so expect one around mid-November 2026 with a deadline in mid-December and pricing at the December 31, 2026 NAV (our arithmetic from those dates). Shares held under a year pay 2.00%, a partial tender must leave $10,000, and the price is set after you commit.
• If you are comparing it with an interval fund: an interval fund commits by a fundamental policy to make a repurchase offer every quarter; JPMF's board can skip one, which is why the record of past offers matters. See the list of interval funds and, for another private equity tender fund, Hamilton Lane Private Assets Fund.
• What the record says: every request has been paid in full, requests have used between 0.9% and 68% of the limit, and the fund holds about a quarter of net assets in cash-like funds and has a $150 million credit line with no loan listed at March 31, 2026. It also says that costs are high, that part of the return came from the first months, and that two of the larger offers were as much the sponsor selling its seed as outside investors leaving.
• What would change the picture: an offer where requests pass the 5% limit and are prorated, which would first show in a Schedule TO-I/A; a bigger share of outside requests; or JPMIM selling its remaining stake in size. At the June 30, 2026 Class I NAV of $19.00, the 1,908,853 shares it held in January would be about $36.3 million (our arithmetic), if it still has them.
• For the wider category see how to invest in private equity and the private credit redemptions tracker for funds where holders are being prorated.

FAQ

All figures are from JPMorgan Private Markets Fund's SEC filings (CIK 1940499) read on EDGAR on October 6, 2026: eleven Schedule TO offers (February 12, 2024 to August 14, 2026) and eight Schedule TO-I/A final amendments (November 25, 2024 to August 19, 2026); annual and semi-annual reports on Form N-CSR and N-CSRS for periods from September 30, 2023 to March 31, 2026 (including the N-CSR/A of June 24, 2026); the Schedule 13D and 14 amendments filed by J.P. Morgan Investment Management Inc. (July 24, 2023 to February 3, 2026); twelve Forms N-PORT through August 28, 2026; the Form N-2 of March 31, 2026 and the post-effective amendment of July 29, 2026 (accession 0001193125-26-324178); and the application for a co-investment order of December 5, 2025. Dollars tendered, shares of limits and of net assets, the adviser's gains and share of requests, the net assets and NAV changes between dates, combined cost ratios and the expected timing of the next result are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.