Private Shares Fund: Holdings, SpaceX Mark, NAV and Repurchases

What the fund is, and what it is not

The Private Shares Fund is registered with the SEC as a diversified closed-end fund that operates as an interval fund. Its objective is capital appreciation, sought by investing "at least 80%" of net assets in equity of private, operating growth companies, and its stated strategy is to "hold such securities until a liquidity event" such as an IPO or a sale. It does not buy one company through a feeder; its schedule runs to well over a hundred lines: common and preferred stock, convertible notes, warrants, units, and stakes in SPVs and one private fund. Shares come in three classes: Class A (ticker PRIVX), Class L (PRLVX) and Class I (PIIVX). Its adviser, Liberty Street Advisors, Inc., also acts as valuation designee for the fund (more below).

Three facts shape what a buyer actually gets:

• No daily exit. The report says the shares "are not redeemable each business day, are not listed for trading on an exchange, and no secondary market currently exists for Fund shares." The only sale route is the quarterly offer. For how that mechanism works across funds, see what an interval fund is and our list of interval funds, where this fund ranks 18th by net assets.
• Open to ordinary investors. The prospectus sets minimums, not an income or net-worth test: $2,500 for Class A and Class L and $1,000,000 for Class I, either of which "may be reduced or waived for certain investors." The word "accredited" does not appear in the prospectus we read. It does carry suitability language: invest only money that "can afford to lose."
• Fees at the SPV level are on top. The fund's own fee table has no incentive fee, but the prospectus says the SPVs it buys "often charge a performance fee," and some private funds charge "incentive allocations or fees on performance." Those costs sit inside the marks, not in the expense ratio.

The fund also lets outside holders of private-company stock swap those shares for fund shares "at the end of each fiscal quarter," at no sales load. The prospectus says such an exchange is a taxable event for the person swapping.

What it holds on June 30, 2026

The schedule of investments groups holdings by type, as a share of net assets:

"Private funds, units and warrants" adds $6,190,557, $2,632,756 and $1,018,361 (our arithmetic). Restricted securities were 83.41% of net assets, against 93.62% at December 31, 2025. The fund has $82,981,961 of agreements to purchase equity securities outstanding, which is most of what the $236.8 million cash position is waiting for, though the report does not say so.

One company is almost a quarter of the fund

At June 30, 2026 three SPVs "invested in SpaceX, Common" added $32,728,233 (HOF Capital WH Strategic Opportunities Fund), $18,013,770 (SC JAL) and $5,239,422 (MVP Opportunity Fund VI), a subtotal of $55,981,425, all Level 2. Direct and SPV SpaceX lines together were $363,811,344, or 23.7% of net assets (our arithmetic). At December 31, 2025 the same three SPVs were labelled as investing in "X.AI, Corp." preferred stock and were worth $34,505,518 together (our arithmetic: $20,173,099, $11,103,184 and $3,229,235). The filings do not explain the change of underlying company.

What the June report does not give: the SpaceX price used, the date of that price, any discount for the restriction, or the date the shares became listed. Divided out, $307,829,919 over 1,801,650 shares is $170.86 a share (our arithmetic). Divided over the March 31 share count of 360,330 it is $854.29, against $526.55 at March 31 (our arithmetic). The share count is exactly five times higher with no explanation in the reports, so compare the $170.86 only against a closing price you check yourself for June 30, 2026. We did not verify one: no primary source for it is in our file.

The eight other largest single lines at June 30, 2026, none above 3% of net assets:

With the SpaceX direct line and the HOF SpaceX SPV line, the ten largest lines are 39.4% of net assets (our arithmetic). Several are counted more than once across lines: GrubMarket's four preferred lines are $73,588,050 (4.8%), and two SPVs hold the same Prometheus Industries preferred stock for $43,950,203 together (our arithmetic). Two of these lines were bought in June 2026: the SandboxAQ line is carried at exactly its cost, and the FVP SPV line at $424,757 under cost (our arithmetic). The fund's concentration policy bars putting 25% or more of total assets in any one particular “industry or group of industries,” and the report does not say how that policy is applied to a single large position.

How much is Level 3, and who sets the marks

Under US accounting, Level 1 is a quoted price, Level 2 uses other observable inputs, and Level 3 relies on the manager's own assumptions. The fund's table:

Level 1 here is mostly the $236.8 million money market fund. Part of the drop is SpaceX direct ($307.8 million) and the three SPVs ($56.0 million) now sitting in Level 2; the report records "transfers of $83,369,571 (cost basis) out of Level 3 investments into Level 1 and Level 2." A Level 2 label means a market price exists, not that the fund can sell: the same report says exchange-traded securities "subject to lock-up restrictions or market standoff agreements" are Level 2. The fund cannot sell restricted shares at will, and the market price can move before a lock-up ends.

Who values the rest. The Board "designated the Investment Adviser to be the Valuation Designee," so the firm that earns a 1.90% fee on net assets prepares the marks, under procedures the Board approves, and "may engage a third-party provider." The method: the company's "most recent round of equity financing, generally 12 months," then a market approach once that round is stale. For June 30, 2026 the unobservable inputs the report publishes are enterprise value to revenue multiples of 1.15 to 16.85 (weighted average 7.89) for private common stock and 1.15 to 17.99 (5.95) for private preferred stock, with a "premium/discount amortization" input of 9.31% to 100.00% (weighted 73.90%) on the preferred. None of that is an independent price, and the report does not say which companies drive each range.

A signal of how fast marks can be wrong: in 2025 the adviser reimbursed the fund $133,394 for a NAV error, and paid $141,720 for a sub-transfer-agency allocation error that ran "from June 2021 through August 2025." Both were found immaterial for reprocessing accounts, per the fund's note.

NAV and returns

Year-end Class I NAV per share:

To June 30, 2026 the fund's Class I returned 22.07% over one year and 9.49% a year over three, against its benchmark the Russell 2000 at 40.78% and 18.60%. The fund paid no distribution from 2023 to June 2026; its last were $0.58 a share for 2022 and $3.22 for 2021, both from realized gains.

The NAV on the notice is not the price you get

Every quarterly notice quotes a NAV "for informational purposes." The price paid is the NAV at the close on the pricing date, which is the request deadline. Class I figures:

In four of six completed offers the price differed by more than 3% from the figure in the notice, in both directions, which fits marks that are updated in steps rather than daily. Tenders can be withdrawn until the deadline, which is also the pricing date, so the price is set at the close on the day the window shuts.

Repurchase offers: 2023 to June 2026

The fund has made an offer every full quarter. Through 2024 it reports only that it repurchased 5% each time; from 2025 the reports give shares tendered.

In June 2026, Class I holders tendered 2,333,827 shares and 1,364,283 were repurchased; Class A holders tendered 258,984 and 153,466 were bought. March 2026 was different: 1,259,946 shares were offered (5%), 1,386,002 were tendered and bought across the three classes (our arithmetic: 197,926 + 1,186,398 + 1,678), which is 5.50%. The fund chose to buy more than the offer. The rules let it buy up to 2% more; it is "not obligated" to. June did not get that extra, and holders were filled at about 58.5% of what they asked (our arithmetic).

Money in against money out shows why the fund keeps growing despite the queue. In the six months to June 30, 2026 it took in $430,628,496 of share sales and paid $152,399,510 for repurchases (our arithmetic from the three classes in each case), about 2.8 times as much in as out. In 2025 it was $233,643,666 in and $217,764,874 out. The statement of cash flows shows the cash: net purchases of short-term investments of $193,967,755 in the half, which is where much of the $236.8 million came from.

What is open now. The offer notice dated August 25, 2026 (Form N-23C-3, accession 0001213900-26-093306) set a request deadline of September 18, 2026 at 4:00 p.m. Eastern, pricing at the close that day, and payment "on or before September 25, 2026." That date has passed; the result will be in the annual report. On the 2025 rhythm (notice November 25, deadline December 19) the next notice should come in late November 2026 with a deadline in mid-December. That is our expectation from the pattern, not a filed date. The notice also says the fund may accept in full those who own "fewer than 100 shares" and tender all of them, before prorating others, "in its discretion."

What it costs

The fund's advisory fee for the six months to June 30, 2026 was $12,028,201 on total expenses of $14,863,531, against $4,420,653 of investment income, leaving a net investment loss of $10,932,356. That loss is normal for a fund that holds non-income stock; it is a reminder that a holder's return has to come from the marks and from sales. The repurchase fee that would apply to shares held under 365 days is 2.00%, "waived" by the Board indefinitely, though the Board may end the waiver. An outgoing wire costs $20. Class I's $1,000,000 minimum can be waived for advisers' wrap and asset allocation programs, per the prospectus.

The expense cap works in one direction: the adviser can recoup past waivers; $489,478 was recouped in the half, leaving $104,681 eligible, so the cap is not a promise of a lower fee later.

Tax notes from the filings

The fund is taxed as a regulated investment company and reports on Form 1099. It says it distributes net investment income and realized gains "annually"; there were no taxable distributions in 2023 or 2024, and its tax note shows no undistributed ordinary income or long-term gain at December 31, 2025. The fund's own notice says "withdrawal of shares from the Fund may be a taxable event." At June 30, 2026 the fund's unrealized appreciation on a tax-cost basis was $477,731,674 on a cost of $1,053,645,951, so a realization could produce a sizeable gain distribution. For what that does to your December 31 position and your 1099 timing see year-end tax calendar for non-traded REIT and BDC investors and 1099-DIV due dates.

What a holder or buyer can do with this

• Read the SpaceX line first. A quarter of net assets rests on one stock with a lock-up classification. Check the quoted price for June 30, 2026 and the lock-up end date yourself; the report gives neither.
• If you want out: assume pro rata. The five completed offers with data show the fund buying 42% to 62% of what was tendered when tenders passed 5%. Plan for several quarters.
• If you want in: the NAV you pay is the NAV after the next quarter-end mark, not the figure in a notice or a fact sheet. Buying right before a mark that moves 9% is a bet on direction, not on the fund.
• Compare like with like. For the other interval funds that hold SpaceX, read ARK Venture Fund; for what single private-company shares trade at outside funds, see private equity secondaries for individual investors. Our Roofstock review uses this fund's marks on a company it holds.
• Ask your adviser or CPA: how SPV performance fees reach your return; whether you are inside the 365-day window if the waiver ends; what a swap of private shares for fund shares does to your basis; and how a possible large gain distribution fits your December plan.

FAQ

All figures are from The Private Shares Fund's SEC filings read on EDGAR on October 15, 2026: the semiannual report for the period ended June 30, 2026 (Form N-CSRS, accession 0001213900-26-097906), the annual reports for 2023, 2024 and 2025 (Form N-CSR, accessions 0001213900-24-021357, 0001213900-25-022143 and 0001213900-26-025198), seven Form N-23C-3 notices from February 2025 to August 2026, Form N-PORT for March 31 and June 30, 2026 (accessions 0001193125-26-241036 and 0001193125-26-360659) and the prospectus dated May 1, 2026 (Form 486BPOS, accession 0001104659-26-050493). Shares tendered in the offer that priced September 18, 2026 are not yet reported. Percentages, sums and per-share values marked "our arithmetic" are ours. This is analysis of public documents, not investment, legal or tax advice.