StepStone Private Venture and Growth Fund: Tenders, NAV, Holdings

What the fund is, in one paragraph

SPRING launched on November 1, 2022 (as Conversus StepStone Private Venture & Growth Fund until November 2022, per EDGAR) and is run by StepStone Group Private Wealth LLC. It is a registered fund, not a private placement: it files annual and semi-annual reports (Form N-CSR), quarterly holdings (Form N-PORT) and a Schedule TO-I for every repurchase offer. There are three share classes. Class I has a minimum of $1,000,000 and no sales load; Class S and Class D have a $50,000 minimum and a sales load of up to 3.50% and 1.50%. Shares are bought on the first business day of each month at the NAV then in force, and there is no market for them. The only way out is the quarterly tender offer, which the board can decline to make, and a 2.00% early repurchase fee applies to shares held less than a year. The fund's own annual report calls it a fund for “individual investors and small institutions”. Its Schedule TO-I filings carry instructions for clients of Morgan Stanley Smith Barney LLC, so part of the money arrives through a wirehouse. It is a different fund from StepStone Private Markets (SPRIM) and from StepStone Private Credit Fund; each has its own CIK and filings.

Twelve offers, eight results

Each offer is a Schedule TO-I; the result comes in a Schedule TO-I/A “final amendment”. The last column of the table says when it was filed. The share of net assets divides the NAV tendered by the fund's net assets on the valuation date, which is the day the cap is measured: audited or reported where the fund has published it, otherwise the estimate in the next offer document (our arithmetic). The offers for the priced dates March 31, 2024 and September 30, 2024 have no result on file, so their size comes from the audited repurchase line and the payable for repurchases in the semi-annual report.

Three things stand out. First, the cap has never been tested: the biggest request, $14.9 million in the offer that priced December 31, 2024, used 43% of the room a 2.5% offer gives (our arithmetic, 1.09% against 2.5%). Every result says “The Fund paid the Shareholders 100% of the Shareholder’s unaudited net asset value of the Shares tendered.” The annual report says that if requests exceeded the offer the fund would repurchase on a pro rata basis, and the filings show no offer where that happened. Second, dollar requests rise every year, from $1.25 million in mid-2024 to $65.5 million in mid-2026, but net assets rose faster: the share of net assets was above 1% for the two offers priced December 2024 and March 2025 and has been between 0.49% and 0.91% since. Third, one filing was corrected. The first result for the offer that priced March 31, 2026 (April 16, 2026) reported $25,667,037.12 for Class I; the corrected filing of April 24, 2026 reports $25,667,897.55 and raises Class D from $70,823.07 to $72,254.60. The corrected total, $31,976,853.72 (our sum), matches the $31,976,854 “payable for share repurchases” in the audited balance sheet.

Cash comes quickly. The eight results report payment 15 to 24 days after the valuation date (July 17, 2024; January 23, 2025; April 24, 2025; July 18, 2025; October 20, 2025; January 21, 2026; April 15, 2026; July 23, 2026). A holder who files by the notice deadline therefore waits about eight weeks from the notice deadline to cash: notice on November 26, 2025, price on December 31, cash on January 21, 2026 (our arithmetic from the last four offers).

Money in, money out

The annual reports give both sides of the flow. The fund is selling shares at a pace that dwarfs repurchases.

Two further subscriptions are disclosed after the year end: $410.3 million effective April 1, 2026 and $457.3 million effective May 1, 2026. Between June 30 and September 30, 2026 the offer documents show shares outstanding up 8.4% (127,912,734 to 138,602,937) and net assets up 8.9%, while the implied Class I NAV moved only 0.6% (our arithmetic). Most of the recent growth is new money, not performance.

That matters for a tender fund. A fund with continuous inflows can pay a 1% request from the cash of the next subscription month; the risk case is the reverse, a quarter in which the inflow stops and requests rise together. The fund's balance sheet at March 31, 2026 held $246.2 million of cash and $329.8 million of subscriptions received in advance, and the $155.0 million revolver was undrawn. On May 27, 2026 it replaced that facility with a $350.0 million revolver from Mizuho at Term SOFR plus 3.25%.

NAV per share

Reported Class I NAV per share rose from $25.00 at launch to $62.78 at March 31, 2026, a rise of 151% in the share price (our arithmetic). The annual report gives Class I total returns of 20.52% for the first five months, 21.84%, 20.23% and 43.29% for the years to March 2024, 2025 and 2026, and an annualized 31.24% since inception, against 25.60% for the NASDAQ Composite in the last year. The year to March 2026 was the exception: the fund reports $1,874.1 million of unrealized gains.

The table below uses the net assets and shares in each offer document to compute a Class I NAV per share at every quarter-end. These are estimates; the next table shows how far they sit from the reported numbers.

The jump in the quarter to December 31, 2025 (+17.5%) is the quarter in which SpaceX went from 3.71% to 7.25% of net assets (see the holdings section). The latest quarter, +0.6%, is the slowest in the series.

The estimates in offer documents are lower than the figures the fund later reports, every time we can check:

For a holder the point is the price. The tender prices at the NAV on the valuation date, and the fund pays 100% of the unaudited figure at that time. The September 30, 2025 report was 3.3% above the estimate in the offer document. A holder who reads the NAV in an offer document should expect the number to be revised, so far upward.

What it owns

The fund files Form N-PORT each quarter. The table follows three names and the concentration of the ten largest issuers across six quarter-ends. SpaceX appears on several lines (common and preferred shares bought at different dates); the table adds them.

X.AI Holdings Corp. appears as a separate line through December 31, 2025 ($162.4 million, 3.47%) and not at March 31 or June 30, 2026; the schedules do not say why. Together, SpaceX and X.AI were 10.72% of net assets at December 31, 2025, against 9.16% for SpaceX alone at March 31 (our arithmetic).

SpaceX's final IPO prospectus (Form 424B4) of June 12, 2026 sets the price at $135.00 a share for 555,555,555 shares, with the Nasdaq symbol SPCX. At June 30, 2026 the fund held it on two lines:

The restricted block is carried 7.4% below the unrestricted price per share (our arithmetic). The N-PORT does not say what restriction applies or when it ends. At the unrestricted price the whole position would be $951.5 million, $62.4 million more (our arithmetic), which is the size of the markdown that rests on the restriction.

The ten largest issuers at June 30, 2026 were 37.2% of net assets, up from 22.1% a year earlier:

The Glade Brook, Project Heron, VYC25 and Olam names are vehicles whose own holdings the N-PORT does not list; we do not know what is inside them. The annual report lists the fund's direct holdings as of March 31, 2026, including Anduril, Cerebras, Black Forest Labs and Monzo.

How the holdings are valued matters more than the names:

Level 1 includes $333.8 million held in a government money market fund and $105.4 million of unrestricted SpaceX. Seven dollars in ten are carried at the NAV an underlying fund reports. At March 31, 2026 the annual report splits the portfolio by how it was bought:

The fund had $416.7 million of unfunded commitments at March 31, 2026, which it can call on to be paid from cash, inflows or the revolver.

What it costs

The fee table uses an incentive fee of 2.27% of net assets as an estimate for the current year. The actual figure for the year to March 31, 2026 was higher. The advisers take 15% of each month's net profit, above any loss still on the books of the loss recovery account, and the incentive fee is accrued into the monthly NAV and paid annually. The prospectus warns that it is “based, in part, on unrealized appreciation”, so it can be paid on gains never realized.

The statement of operations shows $16.7 million of investment income against $355.0 million of expenses in the year to March 31, 2026. The fund's return comes from a $1,872.6 million change in unrealized appreciation (our figures from the statement of operations). Class I's 43.29% return is after a 9.04% expense ratio, 7.15 points of it incentive fees.

A worked example (our arithmetic): $1,000,000 in Class I at the March 31, 2025 NAV of $43.87 buys 22,795 shares. At the March 31, 2026 NAV of $62.78 they are worth about $1,431,000. If that holder had instead sold within a year of buying, the 2.00% early repurchase fee on $1,431,000 would be about $28,600. The fee does not apply after one year.

What a reader can do with this

• If you hold SPRING and want to tender: the timetable is in the Schedule TO-I of October 22, 2026: written notice by 11:59 p.m. Eastern on November 25, 2026, withdrawal until December 7, price at the NAV on December 31, 2026. On past results a request near 1% of net assets is paid in full. The conditions that would change that are the ones in the table above: a quarter in which requests approach 2.5% of shares, or in which monthly sales stop.
• If you are deciding whether to add: the three figures that changed the picture in the last year are the share of SpaceX (10.16%), the concentration of the ten largest issuers (37.2%) and the size of the incentive fee ($271.3 million). What you own is one listed company at about a tenth of assets, a set of vehicles whose contents the N-PORT does not show, and underlying funds valued at their own reported NAV. Compare it with the tender-offer funds in the census of Schedule TO-I filers and with ARKVX and Fundrise VCX, the other venture vehicles for individuals, on exit terms and fees.
• If you hold it through Morgan Stanley or another intermediary: the offer document tells clients of Morgan Stanley Smith Barney LLC to complete an electronic form through their financial advisor, who must submit it by 4:00 p.m. Eastern one business day before the notice date. Ask your adviser for its own deadline.
• What to watch: the result of the offer that priced September 30, 2026 (a Schedule TO-I/A, filed 16 to 32 days after the valuation date in the eight cases on file, though two results were never filed); the Form N-PORT for September 30, 2026 (last year's came November 25); and the semi-annual report for the period ending September 30, 2026 (last year's came December 2).

FAQ

All figures are from SEC EDGAR filings of StepStone Private Venture & Growth Fund (CIK 1918642) read on October 22, 2026: the Schedules TO-I of January 2024 to October 22, 2026, the eight Schedule TO-I/A results from July 17, 2024 to July 30, 2026, the Forms N-CSR for the years to March 2023 to 2026 and N-CSRS for September 2023, 2024 and 2025, the Forms N-PORT for March 31, 2025 to June 30, 2026, the registration statement of July 29, 2026 and the SpaceX prospectus of June 12, 2026 (CIK 1181412). The last filing on this CIK was the Schedule TO-I of October 22, 2026. Sums, ratios, implied NAV per share and percentages of net assets are our arithmetic. Offer-document figures are estimates. This is analysis of public documents, not investment, legal or tax advice.