StepStone Private Markets Fund (SPRIM) Tender Offers: 17 Results, a 6.5% Request in September 2025, and One Result Never Filed

What the fund is, in one paragraph

StepStone Private Markets, which the market calls SPRIM or the StepStone Private Markets Fund, is an evergreen fund run by StepStone Group Private Wealth LLC, with StepStone Group LP as sub-adviser. It is registered as a diversified closed-end fund, commenced operations on October 1, 2020 and was called Conversus StepStone Private Markets until late 2022. Shares are bought daily at the current NAV; the minimum is $1.0 million for Class I and $5,000 for Classes D, S and R, and Class S carries a sales load of up to 3.50%. There is no market for the shares. The way out is a tender offer that the board decides on each quarter, and the prospectus cover lists an interval-fund box (Rule 23c-3) that the fund has not checked. It had $5,828.9 million of net assets at March 31, 2026, up from $4,354.2 million a year earlier and from $395.1 million of aggregate NAV at January 31, 2022, about 16 times in four and a half years (our arithmetic). A feeder vehicle, StepStone Private Markets Feeder Ltd., owns 10.40% of the fund's net assets through Class I shares, down from 18.5% at March 31, 2023.

Eighteen offers, seventeen results

Each offer is a Schedule TO-I; the result comes in a Schedule TO-I/A “final amendment” a few days to a few weeks after the deadline. The table puts every result next to the net assets the offer document reported for the prior month-end. The limit is 5% of shares outstanding at the valuation date, except where noted; the last column divides the NAV tendered across all classes by the prior month-end net assets (our arithmetic; the NAV on the valuation date itself is not reported).

Across the 17 reported results, holders tendered $1,315.7 million (our sum), and 60.4% of that, $794.7 million, came in the four offers of FY2026. For scale, 5% of the July 31, 2026 net assets is about $319 million, so the latest request used roughly 46% of a standard offer; the March 2026 request, at 70% of one, is the closest any standard offer has come to its limit (our arithmetic).

Two things the results do not tell you. They report the NAV of the shares tendered, never a count of shares requested against shares bought, and each says only that the fund “paid the Shareholders 100% of the Shareholder’s unaudited net asset value of the Shares tendered.” So the filings alone cannot show proration, and we do not claim any. And the table has a hole: for the offer launched May 10, 2024 with a deadline of June 14, 2024, no final amendment appears in EDGAR's filing list as of October 6, 2026. The FY2025 audit lets us back into it: repurchases that year were $176.7 million, the three reported results sum to $147.3 million, so the missing offer was about $29.4 million, 1.18% of net assets (our arithmetic; the number is inferred, not filed).

The ratios also carry a denominator problem. The offer documents' aggregate NAV and the audited net assets differ (see the NAV section below), by 8% at September 30, 2022 and 2.4% at March 31, 2023. We have no audited series on the offer documents' month-end dates after that, so we use the offer documents throughout.

September 2025: the offer the board raised to 10%

Every offer in the table is for up to 5% of shares except September 2025. The Schedule TO-I filed August 12, 2025 offered “an amount up to 10% of the outstanding shares of the Fund,” already at launch. The annual report says why only in procedural terms: “the Adviser recommended and the Board elected to increase the repurchase offer up to 10.00% of the Fund’s outstanding Shares.” The half-year report calls it “the Board elected to offer to repurchase 10.00%.” Neither gives a reason.

What the numbers show is that the larger offer was needed. Holders tendered shares worth $323.9 million in Class I, $1.5 million in Class D and $8.1 million in Class S, $333.5 million in total, against $5,105.9 million of net assets on July 31, 2025. At 5% the limit would have been about $255 million, so the request was about 131% of it (our arithmetic). Under the standard terms the shortfall would have been prorated, which the prospectus warns of: “in which case not all of your Shares submitted for repurchase in that tender offer will be repurchased.” Instead the board offered 10% and holders were paid on September 16, 2025.

The fund could afford it. At September 30, 2025 it held $377.8 million of cash and had nothing drawn on its credit line, two weeks after the payment. The next two offers returned to 5% and drew 2.88% (December 2025) and 3.51% (March 2026) of net assets, higher than anything before September 2025. Whether September 2025 was a one-off or a step up in the baseline is what the next few results will show. The latest two, at 2.19% and 2.30%, are lower than both.

The price is the NAV on the deadline day, and it used to be three months later

The first five results, from 2022 and early 2023, had a gap between the deadline and the valuation date: 90 days for the offer closing April 1, 2022 (priced June 30), 91 days for July 1 (priced September 30), then 33 to 35 days for the next three. The first three results say payment was “made in the form of promissory notes issued to each of the Shareholders,” and paid between 13 and 26 days after the valuation date. From the offer closing September 15, 2023 the valuation date is the deadline day itself, and payment follows in one to four days (September 15, 2026 deadline, September 17 payment). The August 2026 offer document says “In no case will the Fund make full payment of all consideration offered later than eight (8) days after the last day that Shares may be tendered pursuant to the Offer.”

For a holder, the practical effect is that you tender knowing the fund's daily NAV, not a quarter-end number that arrives months later, and you can withdraw until 4:00 p.m. Eastern on the same day, the deadline. Two caveats from the prospectus. First, that daily NAV rests on stale marks: “Although such valuations are provided on a quarterly basis, the Fund provides valuations, and issues Shares, on a daily basis.” Second, a later correction does not reach you: if the NAV is adjusted after holders have been paid, “the adjustment will not, in most cases, result in an adjustment to a Shareholder’s repurchase proceeds.” If your account is with an adviser, the tender goes through the adviser, and the offer document gives Morgan Stanley Smith Barney clients a separate electronic form.

Money in fell 5%, money out rose 4.5 times

The audited statements show both sides of the fund for the last two fiscal years (years ended March 31; Classes I, D, S, R and the Class T shares converted to Class S in January 2025).

Repurchases went from 9.3% of money raised in FY2025 to 44.3% in FY2026, and net issuance, shares sold minus repurchases, was $999.5 million (our arithmetic). Net assets still rose 33.9%, from $4,354.2 million to $5,828.9 million, helped by a $497.2 million net increase from operations. The drop in sales came from Class S, down 23.4%; Class I sales were up 2.5%. Class R, a new share class, launched on January 2, 2026 at $59.58 and raised $3.4 million by March 31. In shares, the fund repurchased 13,195,058 in FY2026 against 3,242,403 the year before.

The mix of sellers is lopsided. Class I, which needs $1.0 million to get in, was 75.0% of net assets at March 31, 2026 and 92.6% of the money repurchased; Class S, which carries a sales load of up to 3.50% and a 0.85% distribution and servicing fee, was 23.3% of net assets and 6.7% of repurchases. The filings do not say who is tendering, and one feeder vehicle holds 10.40% of the fund through Class I.

The two sources agree. The four results paid between April 2025 and March 2026 (June, September and December 2025 and March 2026) sum to $794,729,704, and the audited cash flow shows repurchases of $794,639,909, a gap of $89,795, or 0.011%. For the first half, the N-CSRS repurchases of $433.9 million compare with $433.2 million from the June and September results. So the tender results are a reliable measure of what the fund actually paid.

NAV per share: $43.07 to $61.74, and two checks against the offer documents

Class I NAV per share, audited figures from the financial highlights and half-year reports, and the offer documents' figures for the prior month-end (Class I NAV divided by Class I shares, our arithmetic):

Class I NAV is up 43.3% in four years, with distributions on top ($0.70 a share in FY2026, $0.72 in FY2025). In the latest year the fund returned 10.47% against 19.39% for the MSCI World Index, its benchmark; over five years it returned 12.92% a year against 9.75% for the index, and 19.19% a year since inception against 13.31%. Class I net expenses after recoupment were 1.91% of average net assets in FY2026 (this excludes the underlying funds' own fees).

Two checks against the offer documents:

• Per share, one match and one gap. At September 30, 2022 the offer document's Class I figures ($778,942,686 over 18,007,741.327 shares) give $43.26, identical to the N-CSRS. At March 31, 2023 the offer document filed April 21, 2023 gives $986,562,067 over 21,378,272.17 shares, or $46.15, while the audited annual report gives $45.61, 1.2% lower (our arithmetic). The filings do not explain it. It is the opposite direction to the gap we found at Hamilton Lane's fund, where transaction NAV was below audit.
• In aggregate, the offer documents run higher. The aggregate NAV in the October 2022 offer document is $827.6 million against $764.6 million of net assets in the N-CSRS for the same date, and $1,077.5 million against $1,052.4 million at March 31, 2023. We use the offer documents' figures for the ratios above because they are the only month-end series, and flag the difference.

What 2.72% and 3.57% are made of

The fee table in the prospectus dated July 29, 2026:

The management fee is paid to the adviser on daily net assets, and the adviser pays the sub-adviser half; it came to $73.2 million in FY2026. The 0.78% is what the underlying funds charge to run themselves; the prospectus adds that they “generally charge management fees of 1.00% to 2.00%” and take “approximately 15%-20% of net profits as a Performance Fee,” which the table excludes. There is no incentive-fee line for the fund itself. A Class S buyer who pays the full 3.50% load “must experience a total return on your net investment of 3.63% in order to recover these expenses.” The fund's income statement shows why return comes from gains: total investment income was $91.2 million, expenses were $110.6 million, and net investment income was a loss of $19.4 million in FY2026. Distributions to holders were $61.9 million, against net realized gains of $150.9 million.

What it owns, and the $200 million revolver

At March 31, 2026 the fund held 533 positions worth $5,985.2 million (cost $5,128.9 million). By strategy, 77.7% secondaries, 20.4% co-investments, 1.1% primaries and 0.8% public securities. The five largest positions by fair value, from the schedule of investments:

The top five add up to $649.6 million, 11.1% of net assets (our arithmetic). Against that the fund has $1,481.0 million of unfunded commitments, 25.4% of net assets, and $247.3 million of cash.

The revolver is the part to read next to the tender table. Since April 22, 2025 the fund has had a $500.0 million facility with UBS as administrative agent, at Term SOFR plus 2.80%, secured on $2,665.7 million of assets held by a subsidiary and extended in April 2026 to April 22, 2028. Over FY2026 the daily average borrowing was $3.9 million. At March 31, 2026, two weeks after the $203.5 million March tender was paid on March 17, $200.0 million was drawn, and the fund owed another $231.9 million for investments purchased. The prospectus says the fund borrows “to satisfy repurchase requests from Shareholders and to otherwise provide the Fund with liquidity” and assumes borrowings of 3.37% of net assets at a 6.50% rate for the fee table. The filings do not say what the $200 million was spent on, so the two facts sit next to each other and no further.

New since August 7, 2026

• August 11, 2026: Schedule TO-I for the offer that closed September 15, for up to 5% of shares; net assets at July 31 of $6,370.6 million, with 99,351,366 shares outstanding: Class I 74,039,540, Class S 23,585,693, Class D 1,648,100 and Class R 78,033.
• September 17, 2026: payment of the tenders, $146.4 million (NAV of $124.8 million in Class I, $0.8 million in Class D and $20.9 million in Class S). Reported September 23, 2026 in the final amendment, eight days after the deadline.
• July 29, 2026 (just before the window): the updated prospectus with the fee table above and the $500.0 million credit line extended to 2028.
• The December 2025 Form 40-APP asks the SEC for an order allowing the fund and its StepStone affiliates to make joint transactions, which “would supersede the exemptive order issued by the Commission to Conversus Stepstone Private Markets, et al., on July 21, 2020.”

What a holder can do with this

• If you tendered in September 2026: the money went out on September 17 at the September 15 NAV. Nothing further is needed from you; the 2.30% request leaves most of the 5% offer unused.
• If you are thinking about the next offer: in the last three years the offer document appeared on November 13, 2023, November 8, 2024 and November 10, 2025, with deadlines of December 15 to 16. If the pattern holds, the next is announced around November 9-10, 2026 and priced on a deadline near December 15, 2026. That is our reading of three data points, not a schedule; the board decides each quarter. Tenders go through your adviser if the account is held there, and may have an earlier internal cutoff than 4:00 p.m. Eastern.
• What the record says: every one of the 17 reported offers came in under its limit except September 2025, and that one was solved by raising the limit, not by prorating. It also says the fund has had to raise the limit once in 18 quarters.
• What would change the picture: a request above 5% of net assets in a standard offer, another 10% offer, the revolver staying drawn after a payment, or subscriptions falling further while repurchases stay above $130 million a quarter, as they have in each of the last five offers. Each shows up in the next Schedule TO-I/A, the next N-CSRS (due around early December) or the prospectus.

For how other tender-offer and interval funds compare, see the private credit redemptions tracker and NAV REITs vs interval funds; for the wider set of ways in, how to invest in private equity.

FAQ

All figures are from StepStone Private Markets' SEC filings read on EDGAR on October 6, 2026: the Schedule TO-I filings for 18 tender offers from March 1, 2022 to August 11, 2026; the 17 final amendments to Schedule TO-I (March 2022 to September 23, 2026, including corrected amendments filed June 4, 2025 and September 26, 2025, which we use); the annual report for the year ended March 31, 2026 (Form N-CSR, accession 0001213900-26-066828) and, for earlier years, the annual reports of June 2023 and the half-year reports of December 2022 and December 2025; the Form 486BPOS prospectus of July 29, 2026 (accession 0001193125-26-323744); and the Form 40-APP of December 23, 2025. Shares of net assets and of offer limits, sums across classes and offers, per-share NAVs derived from offer documents, the FY2026 reconciliation, the inferred June 2024 amount and class shares of repurchases are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.