Stone Ridge Reinsurance Fund: 46 Offers, 70.6% Level 3 Assets

What the fund is, and who can hold it

The fund began operations on December 9, 2013, is the sole series of a Delaware statutory trust organized on July 17, 2013, and describes itself as “designed to capture the reinsurance risk premium by investing in a broad set of reinsurance-related securities.” It has one class of shares, no sales charge and, today, no repurchase fee. This is not the Stone Ridge fund that lends to consumers: that one, Stone Ridge Alternative Lending Risk Premium Fund (LENDX), files under a different trust (Stone Ridge Trust V) and has its own page.

Access is narrow. The March 1, 2026 prospectus says shares are sold to institutional investors, including registered investment advisers “that meet certain qualifications and have completed an educational program provided by the Adviser,” their clients, and a few other approved groups, generally only to U.S. citizens, U.S. residents and U.S. domestic entities. The minimum initial investment is $15 million, “subject to certain exceptions,” and there is no minimum for adviser retirement plans, approved insiders and their families, and investment professionals. The prospectus is blunt about the risk: “An investment in the Fund involves a high degree of risk,” and the reinsurance-related securities it holds “are typically considered ‘high yield’ and many reinsurance-related debt securities may be considered ‘junk bonds.’”

The structure is the standard interval fund described in our explainer: the fund’s policy is to offer “at least 5% and not more than 25%” of shares each quarter at NAV, it may buy up to 2% more if an offer is oversubscribed, and anything tendered beyond that is bought pro rata.

The November 13, 2026 offer, as filed

The notice (Form N-23c-3, dated October 23, 2026, accession 0001193125-26-429763) sets these terms:

• Size: up to 5.0% of shares outstanding on the deadline, with no minimum number of shares that must be tendered.
• Deadline and price: the offer runs from October 23, 2026 to 4:00 p.m. Eastern on November 13, 2026; the Repurchase Pricing Date is also November 13, 2026, at the NAV set at the close of the New York Stock Exchange. Under certain circumstances the pricing date could be as late as the fourteenth calendar day after the deadline, “in which case there is a risk that the Fund’s Net Asset Value per Share may fluctuate between those dates.”
• NAV: $64.67 on October 16, 2026. That is above the $63.41 reported at the October 31, 2025 year end and the highest NAV quoted in any notice since the July 2020 reverse split.
• Payment: cash no later than seven calendar days after the pricing date, which is November 20, 2026 on these dates (our arithmetic).
• Cost: no repurchase fee, special handling fee or processing fee, though an intermediary may charge a transaction fee. The prospectus lets the fund charge up to 2.00%; it does not today.
• If oversubscribed: the fund “may (but is not obligated to)” add up to 2% of shares; beyond that it buys pro rata, rounded down to the nearest .001 of a share, and unbought shares stay in the account. Holders of fewer than 100 shares who tender all of them can be taken first, and an estate can be taken in addition.
• Dividends: shares earn dividends declared to holders of record through the day before the pricing date.

The notice says there can be “no assurance that the Fund will be able to repurchase all the shares that you tender even if you tender all the shares that you own.” Shares held through an intermediary must be tendered through its process, which may have an earlier cutoff than 4:00 p.m.

Forty-six offers: shares offered against shares tendered

This fund prints both numbers: the annual and semiannual reports list, for each repurchase deadline, the shares the fund offered to buy and the shares tendered. We joined the tables from the fiscal 2014 to fiscal 2025 reports. Where a footnote reports an extra purchase, it is shown as a share of shares outstanding on the deadline.

Share counts before July 31, 2020 are on the old basis; a 1-for-5 reverse split took effect that day, so compare ratios, not counts, across it. Three semiannual figures differ by one share from the later annual report (December 2021, February 2022, November 2023); the table uses the annual report.

Three phases stand out:

1. May 2014 to August 2018, 18 offers. Tendered shares were 0.10x to 0.97x of the offer in 17 of them. Only May 2018 went over (1.04x), when the fund bought an extra 0.19% of shares. The fund was growing, from $3.50 billion at October 31, 2016 to $5.98 billion at October 31, 2018.
2. November 2018 to November 2023, 21 offers. Tendered shares met or beat the offer in 20 of the 21, peaking at 1.37x in November 2019, and the footnotes report extra purchases of 0.3% to 2.0% of shares outstanding at 18 of the 21 offers. The only miss was February 2023 (0.69x). The largest single offer was February 2020: 120,404,464 shares offered (a 22.5% notice) and 131,254,957 tendered, 1.09x.
3. February 2024 to August 2025, 7 offers. Six drew 0.46x to 0.72x of the offer, including three straight at 0.46x to 0.51x in February, May and August 2025. The exception is November 2024: 1,506,583 tendered against 1,120,965 offered, 1.34x, with the fund buying an extra 1.7% of shares.

Did the fund prorate? The notes to each annual report give the shares repurchased for the fiscal year as well as the table above. For fiscal 2022 through 2025 the two agree exactly: 18,682,665, 8,078,837, 4,288,263 and 3,109,163 shares. So every tendered share was bought, using the extra 2% and other discretion where needed. For earlier years the repurchased count is slightly higher than the tendered total (for example 148,246,105 tendered against 151,665,540 repurchased in fiscal 2019, our sums), a difference the reports do not explain. The reports repeat the proration policy, but we found none that says an offer was prorated.

How big the Board has set the offer

The 5% floor is not what the fund always offered. From 2020 through 2024 the January notice announced offers of 16% to 22.5%, in 2021 and 2022 the other quarters ranged from 6% to 10%, and since January 2025 every notice has been for 5.0%.

The Board’s large winter offers were matched by large requests only some of the time: February 2020 drew 1.09x, February 2021 1.08x, February 2022 1.00x, then February 2023 0.69x and February 2024 0.53x. The offer sizes come from the notices; the reports give no reason for them.

From $5.98 billion to $1.01 billion, and back to $1.58 billion

Redemptions, not performance alone, shrank the fund. It sold $2.55 billion of shares in fiscal 2017 and $1.95 billion in fiscal 2018; then sales fell to $409 million in fiscal 2019 and $130 million in fiscal 2020 while redemptions ran at $1.26 billion and $1.88 billion.

From October 31, 2018 to October 31, 2022 net assets fell by $4.97 billion, or 83.2%, while redemptions over fiscal 2019 to 2022 totaled $5.08 billion (our sums). NAV per share, adjusted for the 2020 reverse split, was $45.90 at October 31, 2018 and $38.17 at October 31, 2022. Net assets at July 31, 2026, $1.58 billion, are 26.5% of the October 31, 2018 level (our arithmetic). Sales exceeded redemptions again in fiscal 2025 ($162.8 million against $159.9 million) and in the six months to April 30, 2026 ($211.5 million against $72.5 million).

The annual reports name the events behind each year’s result, and they are consistent about the cause. “The Fund’s performance is largely based on the occurrence or non-occurrence of natural or non-natural catastrophe events or other loss events around the world.”

Two of the reports (fiscal 2018 and 2019) also cite “deterioration in estimates for ultimate losses for events in prior periods,” which matters for a reader weighing an exit: a loss year can keep costing NAV after the event.

What 2026 shows so far

The semiannual report for April 30, 2026 no longer prints the offered-versus-tendered table, so tender counts for the November 2025, February 2026, May 2026 and August 2026 offers are not public. Form N-PORT gives the dollars instead: the first month of each fiscal quarter is the offer month, so its redemptions are the repurchase payout.

For the three offers with known tender counts, the payout-to-net-assets method lands within 0.01x of the reported ratio (0.47x, 0.52x and 0.47x against 0.47x, 0.51x and 0.46x). Applied to the later offers it suggests November 2025 drew about two-thirds of the 5.0% offer and February 2026 about a third, and that May 2026 was bigger than the offer: $92.5 million, 6.07% of April 30 net assets, which is more than the 5.0% the April 24 notice announced and consistent with the fund using part of its extra 2% (our arithmetic; the filing that confirms it has not been filed). Sales of new shares in May 2026 were $42.9 million.

In the six months to April 30, 2026 the fund borrowed under its $125 million uncommitted line: maximum $25.0 million, average $1.8 million, interest $58,611 at 6.41%, and no balance at April 30. It did not borrow in fiscal 2025. The August 2026 payout will show in the Form N-PORT for the quarter ending October 31, 2026, which this fund filed on December 30, 2025 and December 30, 2024; tender counts for all four offers should be in the annual report for October 31, 2026, which was filed on January 9, 2026 and January 10, 2025, if it prints the table again.

What the fund owns

The prospectus and notes define the three building blocks. Event-linked bonds, “catastrophe” or “CAT” bonds, pay interest only if a defined trigger event does not happen; if it does, the fund “may lose all or a portion of its principal.” Quota Share Notes and preference shares give “a form of proportional reinsurance in which an investor participates in the premiums and losses of a reinsurer’s portfolio according to a pre-defined percentage,” up to the amount invested. Industry loss warranty (ILW) notes pay out if total industry losses from a defined event pass a threshold.

The Level 3 and Yorkville percentages are our arithmetic on the dollar figures; the other percentages are the reports’. Security-level maturities sit in the schedule of investments: 68.0% of net assets at October 31, 2025 had no maturity date, because preference shares and participation notes do not have one. That is the mismatch an interval fund lives with. The prospectus says so itself: “At any given time, the Fund’s portfolio may be substantially illiquid.” The securities the adviser treats as liquid despite resale limits ($267.8 million of event-linked bonds at October 31, 2025, 19.0% of net assets, under Board-approved procedures) are about a fifth of the book, and cash, short-term investments and other assets are another 13.0% to 15.3%.

One position is 12% to 16% of the fund

The Form N-PORT filed September 29, 2026 lists 318 holdings at July 31, 2026. The ten largest are all preference shares in reinsurance vehicles, all fair value level 3, and add to 48.6% of net assets (our sum).

Yorkville is the largest line in every filing we read: $229.2 million (16.3%) at October 31, 2025, $189.0 million (12.4%) at April 30, 2026 and $194.4 million (12.3%) at July 31, 2026. The schedule shows it acquired between May 31, 2019 and June 3, 2020 at a cost of $95,132,000, which makes the October 2025 fair value about 2.4 times cost (our arithmetic); by April 30, 2026 the cost shown had fallen to $53,961,719 while fair value fell to $189.0 million. The reports do not say why. Yorkville and the other names are segregated accounts and special purpose vehicles whose preference shares carry the underwriting results of reinsurance contracts; the filings do not identify the underlying insurers or perils for each.

How the NAV is set, and what it means on November 13

A price for most of these holdings does not exist on a screen. The prospectus says “The majority of the Fund’s reinsurance-related securities are priced using fair value methods,” and the fair value note says the Level 3 inputs are “original transaction price, losses from severe weather events, other natural and non-natural catastrophes and insurance and estimated reinsurance premiums.” It adds: “Significant decreases in premiums or increases in losses related to severe weather or other natural and non-natural catastrophes in isolation would result in a significantly lower fair value measurement.”

After an event the number moves slowly. Per the prospectus, pricing remains uncertain “for a period of time until event parameters, ultimate loss amounts and other factors are finalized and communicated to the Fund.” A holder who tenders on November 13, 2026 gets the NAV computed that day with the same models, and the notice itself warns that NAV can change if pricing falls later than the deadline. The one running check on 2026 is the monthly total return in Form N-PORT: every month from November 2025 through July 2026 is positive, from 0.97% to 3.02%. A large loss would show there. The series ends at July 31, 2026; August to October 2026 are not yet filed.

Returns, distributions and tax character

Total return for the year to October 31, 2025 was 33.00%, against 4.38% for the three-month Treasury bill index; the 5-year annualized return was 18.67% against 3.06%, and the 10-year 7.87% against 2.13%. The six months to April 30, 2026 returned 12.96%, not annualized. In the six months to April 30, 2026, net investment income was $5.18 a share and distributions were $11.15, and NAV went from $63.41 to $59.18 (total from operations was $6.92 a share).

The tax lines in the October 31, 2025 annual report matter for a taxable holder. Fiscal 2025 distributions of $236,195,535 and fiscal 2024 distributions of $188,300,000 were both classified entirely as ordinary income, with nothing as long-term capital gain or return of capital, and the share designated as qualified dividend income was 0.00%. The fund also reported $881,191,778 of tax-basis capital loss carryforwards (of which $855,927,021 long-term) and $250,041,150 of undistributed ordinary income at year end. The six months to April 2026 then show distributions of $250,041,151, the same figure to the dollar, which suggests each year’s ordinary income is paid out in the following months (our reading; the reports do not give declaration dates). A fund-level loss carryforward is not a holder’s deduction. What a holder reports comes from the fund’s Form 1099-DIV, and a CPA should read it against the individual’s own position.

Cost

The management fee is 2.00% of average daily net assets. In fiscal 2025 advisory fees were $23.5 million of $27.6 million of total expenses (our arithmetic: 85%), and the expense ratio to average net assets was 2.35%, against 2.45% in fiscal 2022 and 2.24% in fiscal 2019. Intermediaries and advisers may charge their own fees outside the fund.

What a holder can do with this

• If you want out: the offer is the only exit. Instruct your intermediary or the transfer agent before 4:00 p.m. Eastern on November 13, 2026, and ask when its own cutoff is. If requests exceed the offer plus any extra 2%, unfilled shares stay in the account and a new request is needed next quarter.
• If you are weighing an add: compare the 2.36% cost and 70.6% Level 3 share with the history of −9.00% and −8.30% years. The 12.3% single position is the largest concentration in the book.
• If you hold and are not selling: note the distribution pattern above, the ordinary-income classification and the October 31 fiscal year end; whether a sale before or after a distribution suits a particular tax situation is a question for a CPA.
• What would change the picture: the tender counts for the November 2025 to August 2026 offers in the annual report expected in January 2027, the Form N-PORT for the quarter ending October 31, 2026, and the next Form N-23c-3 notice, expected in late January 2027 on the fund’s pattern of January 30, 2026 and January 31, 2025.

How this compares with other quarterly vehicles is in our evergreen fund redemption comparison, the interval fund list, the private credit redemptions tracker and the Variant Alternative Income Fund page, which also tracks repurchase requests against what that fund bought. The primary documents are on EDGAR for CIK 1581005, including the October 23, 2026 notice.

FAQ

All figures are from the SEC filings of Stone Ridge Trust II (CIK 1581005) read on EDGAR on October 26, 2026: the annual reports on Form N-CSR for fiscal years 2014 to 2025 (the latest, accession 0001133228-26-000277), the semiannual reports on Form N-CSRS, the semiannual report for April 30, 2026 (0001133228-26-010229), the Form N-23c-3 notices from January 2019 to October 23, 2026 (0001193125-26-429763), the Form 486BPOS prospectus filed February 25, 2026 (0001193125-26-071908) and seven Form N-PORT reports, the latest for July 31, 2026 (0001193125-26-407010). Ratios, sums and percentages marked “our arithmetic,” “our sum” or “our reading” are our calculations from those filings. This is analysis of public documents, not investment, legal or tax advice.