VistaOne (Vista Equity): NAV, Repurchases, Fees, Credit Line

What VistaOne is, and three assumptions to drop

VistaOne is Vista Equity Partners' fund for individuals. The 10-Q says Vista “established the Fund to provide eligible individual investors with access to Vista’s private equity platform”, which buys software companies across what it calls the small, mid and large cap range. The legal form comes from the same filing: the fund was formed on September 30, 2024 as a Delaware limited partnership “exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940”. It started investing on April 1, 2025 and files 10-K, 10-Q and 8-K reports.

• It is not a BDC and not an interval fund. It has no 1940 Act registration, no prospectus and no rule forcing it to buy units back. Everything about exits is in its own partnership terms. Our guides to what an evergreen fund is and how 26 semi-liquid funds treated redemption requests cover the families.
• It is not open to anyone with $250,000 and a brokerage account. Units go to investors who are both accredited investors and qualified purchasers. The 10-K says a qualified purchaser includes “a natural person who owns not less than $5 million in investments”, a higher bar than accredited status (see qualified purchaser vs accredited investor). Its Form D/A names J.P. Morgan Securities, Morgan Stanley Smith Barney, LPL Financial, iCapital Markets and CAIS Capital among the selling agents, and shows 4,159 investors and $1,642.1 million sold, which includes the tax-exempt and non-U.S. feeder, VistaOne (TE), L.P. (Form D/A filed September 14, 2026). The minimum investment on that form is $0, a form default: the real minimum sits in a private placement memorandum that is not on EDGAR.
• Vista does not control what the fund owns. The 10-Q says “Vista has a controlling interest in a majority of the Portfolio Companies the Fund invests in, but the Fund does not have a controlling interest in any Portfolio Company.” Vista, the manager and the valuer are the same group.

The fund is organized as a main fund plus a Luxembourg sister, VistaOne (Lux) Feeder, SICAV SA, which the 10-Q says has “substantially similar investment objectives”. The fund’s general partner receives its performance fee partly as interests in the fund’s own subsidiaries, which matters for exits (see the fee section).

NAV by class: $25.00 to $31.67 in 17 months

Every month the fund files an 8-K with a Transactional NAV per unit for each class, about four weeks after month-end. Transactional NAV is the price at which units are sold and repurchased. The monthly change is for Class A-I (our arithmetic). Class I, S and B started selling on April 1, 2026 at the NAV of the anchor class they replace; Class R started at $25.00 on April 1, 2026. Class E is for Vista people and is shown because it pays no fees.

Three things stand out. First, February 2026: all classes fell about 2.3% to 2.5% in one month, the only large drop in the record, in the quarter the 10-Q describes as one of “artificial intelligence (“AI”) related volatility” in technology; the fund recovered it by June (A-I back to $31.70). Second, June 2026 was the strongest month of 2026 (plus 1.96%) and the next two months were flat (0.00%) and minus 0.09%. Third, the 10-Q says part of the early gains came from “investments acquired throughout the three and six months ended June 30, 2026 and June 30, 2025 at cost or at cost plus a financing fee from Vista or its affiliates and subsequently fair valued as of period end. Excluding these transactions, the net change in unrealized appreciation on investments would be lower.” At June 30, 2026 investments stood at $1,604.8 million against a cost of $1,381.2 million, 16.2% above cost, down from 22.7% above cost at December 31, 2025 as new purchases came in at cost (our arithmetic).

Returns the fund reports for June 30, 2026, from the NAV change plus any distribution (none declared): Class A-I 3.49% for the quarter, 2.20% for the year to date and 20.93% a year since inception; Class A-B 3.37%, 1.95% and 20.33%; Class A-S 3.27%, 1.77% and 19.91%; Class E 3.63%, 1.96% and 25.34%. The 10-K says the valuation of private equity investments is “inherently subjective”; the 10-Q says an independent valuation advisor gives “positive assurance” on the marks every month and a range of value on each company at least once a year.

What it costs: five layers, and a gap you can measure

The terms below come from the 10-Q. Anchor classes pay 0.75% management fee “for a period of 30-months” after a six-month waiver that began April 1, 2025, which runs to about April 2028 (our reading). Classes sold since April 1, 2026 pay 1.25%.

On top of that sits the performance participation allocation: 15% of total return, “subject to a 5% annual hurdle amount and a high-water mark with a 100% catch-up”, measured per calendar year, accrued monthly and not returned if later performance falls. Here is what the formula does at four levels of annual return, as an illustration of the stated terms and not a forecast (our arithmetic): at 4% the allocation is zero; at 5.5% it is 0.5 points (everything above the 5% hurdle goes to the general partner until it holds 15%); at 8% it is 1.2 points; at 12% it is 1.8 points.

What the fees have taken so far:

• A measured gap. Class E pays no management fee or performance allocation and was bought at the same $25.00. Its NAV was $33.19 at August 31, 2026 against $31.67 for A-I and $31.28 for A-S, 4.8% and 6.1% higher (our arithmetic). That is the combined weight of fees and the allocation over 17 months.
• 2025 performance allocation: $27.7 million. It was accrued at December 31, 2025, 15.2% of the year’s $182.4 million of net gains (our arithmetic), and on January 1, 2026 it was “satisfied by the Fund through the issuance of interests in two Lower Funds to the General Partner”. Those interests, $28.2 million at June 30, 2026, sit outside the unit classes. The 10-Q says they “are not subject to the repurchase program or the early repurchase deduction and may be redeemed at the General Partner’s request in cash or converted into Vista Units”.
• First half of 2026. Expenses were $15.4 million, plus $4.4 million of servicing fees charged straight to net assets, $19.7 million together, 1.35% of the average of opening and closing GAAP net assets for six months, about 2.7% a year (our arithmetic). Management fees were $5.8 million, performance allocation $1.0 million (nothing had accrued at March 31), interest $1.5 million. Fiscal 2025 showed a net investment loss of $41.9 million, which includes $7.8 million of organizational costs and the $27.7 million allocation.
• Expense support to repay. The manager advanced $23.2 million of organizational, offering and operating costs. The fund reimburses it over 60 months. The 10-K and the March 10-Q said the period would start “no earlier than October 1, 2026”; the June 10-Q says April 1, 2027, capped so that annualized specified expenses do not exceed 0.75% of NAV.
• Servicing fees (up to 0.85% a year) go to the brokers or advisers who sell the units. GAAP books their estimated lifetime cost when the units are sold, while the price takes them monthly, which feeds the GAAP gap in the next section.

Two NAVs: why the price is higher than the accounting number

The 10-Q reconciles the fund’s accounting net assets (GAAP NAV) to the Transactional NAV used for every sale and repurchase:

At June 30, 2026 the gap was $23.2 million of organizational, offering and other fund expenses and $19.5 million of accrued servicing fees. Under GAAP the first is already an expense or a liability; the price only recognizes it ratably over the 60-month reimbursement period “beginning no earlier than October 1, 2026 or such later time as determined by the Manager”. A buyer today pays a price that has not yet booked that cost; as the reimbursement starts, the price absorbs about $23 million over five years, roughly 1.4% of today’s Transactional NAV (our arithmetic, spread over five years). It is a design choice that the filings disclose, not an error.

Money in: $1.64 billion sold, and the pace has fallen

Each month’s sale is an 8-K Item 3.02. The table adds the units sold to third parties and Vista people (Class E), as the filing’s total does. The anchor classes closed on March 31, 2026; the April 1, 2026 row is the first for the open classes B, I, S and R, including a $0.1 million Class R sale filed separately.

The cumulative figure through the June 1, 2026 sale is $1,531.9 million, matching the 10-Q’s “total subscriptions of $1,532 million since inception”. Through the September 1, 2026 sale it is $1,640.7 million, 0.08% below the $1,642.1 million on the Form D/A, which includes the feeder (our arithmetic). Three patterns: the average of the nine months from April to December 2025 was $129.2 million, the open classes’ launch month (April 2026) was $170.3 million, and the five sales after that were $23.6 million, $40.1 million, $42.2 million, $42.4 million and $24.2 million, with May 2026 the lowest monthly total and September 2026 the second lowest (April 2026 counted as one sale; our arithmetic). The third quarter’s three sales (July to September) add up to $108.8 million, against $234.0 million in the second quarter and $134.8 million in the first. Set side by side (our comparison of dates, not a net flow): May 2026 had $23.6 million sold on May 1 and $46.9 million repurchased on May 20; August had $42.4 million sold and $28.3 million repurchased; the September sale of $24.2 million is smaller than the August repurchase.

Exits: what the cap says, and what was repurchased

The terms, from the 10-K and the 10-Q. “The Fund may repurchase fewer Units than have been requested in any particular quarter to be repurchased under the Unit repurchase plan, or none at all, at the General Partner’s discretion.” In addition, the 8-K says total repurchases are “limited to no more than 5%” of the aggregate Transactional NAV of investor units and Class E, based on the average at the end of the preceding quarter. The window “commences shortly after the start of each calendar quarter”, stays open at least 20 business days and closes 10 business days after the Transactional NAV is published; payment follows “promptly”. If requests exceed the 5%, units are repurchased pro rata, after requests tied to death, divorce, insolvency and the like, and “All unsatisfied repurchase requests must be resubmitted after the start of the next quarter”. The 10-Q adds a warning: “There may be quarters in which the Fund does not repurchase Units, and it is possible that the Fund will not repurchase Units at all for an extended period.” A holder who keeps part of the position must keep at least $2,500.

One wording changed. The 10-K and the September 2025 10-Q said the 5% applied “to such Unit class”, class by class; the 2026 10-Q and the 8-Ks say it applies to the aggregate NAV of all the investor classes and Class E together. We read the later wording as current.

The first repurchase came in the fourth quarter of 2025, priced at the September 30 NAV (the 8,000 units at $29.38 match the Class A-S NAV that day); the program had been effective since September 5, 2025 and the 10-Q for September 30, 2025 reported none. The jump of the second quarter, 156 times the first quarter in units, is real but starts from almost nothing. By class in the second quarter: Class A-B 834,785 units (9.0% of the class at March 31, 2026), Class A-D 385,642 (49.1% of the class), Class A-I 90,349 (0.3%) and Class A-S 227,944 (2.4%) (our arithmetic). The 385,642 Class A-D units equal, to the unit, the 385,642 sold on May 1, 2025 for $10.0 million, which looks like one block leaving after about 12.6 months; the filings do not say so, and it carried the 5% deduction.

The deduction hit nearly everyone: the second quarter credited $2.4 million back to net assets, 5.1% of the $47.0 million of repurchases, and the cash-flow statement shows the same $2.4 million received (our arithmetic). The 8-K gives the average price as the class NAV, “inclusive of the 5% early repurchase deduction, as applicable”; the statements suggest a seller who held under two years netted about 95% of that price. Every unit sold to the public so far is under two years old, the oldest from April 1, 2025, so the deduction applies to every exit except Class R until April 2027 (our reading).

What the filings leave out: the number of units requested. With $46.9 million repurchased against a limit of $71.8 million, the cap did not bind in the second quarter or on August 19 (our arithmetic). Whether the general partner honored every request is not stated: the 10-Q repeats that it may repurchase fewer. We therefore do not say that requests were paid in full, only that the repurchases fell well inside the limit.

Credit line, cash and what a bad quarter would look like

On March 31, 2026 a subsidiary, VistaOne DE SPV, L.P., signed a revolving credit agreement with Goldman Sachs Bank USA as administrative agent. Initial commitments are $181.25 million, $145 million committed (Tranche A) and $36.25 million at the lenders’ discretion (Tranche B), with the maximum commitments higher. Interest is three-month term SOFR plus 3.00% to 3.30%, the unused Tranche A pays 0.65% a year, and the loan matures March 31, 2029 with two one-year extensions available. The borrower may not exceed a loan-to-value ratio of 20% (25% in some circumstances) and must keep a liquidity ratio below a threshold, applying cash to repay if it is exceeded.

The $70.0 million outstanding at June 30 was 4.3% of net assets (our arithmetic), small as leverage. What matters is what it is for: the 10-Q lists the primary uses of cash as acquiring portfolio companies, fees, repurchases and distributions, and the 10-K says the fund “may fund repurchase requests” from “borrowings, offering proceeds and the sale of its assets”. Cash and money-market holdings were $176.8 million at June 30, 2026, down from $369.3 million at December 31, 2025, after $582.2 million of purchases of investments in six months. Against that, six-month proceeds from unit sales were $368.7 million and repurchases $47.3 million: new money was 7.8 times the money out (our arithmetic). The fund also expects to acquire its share of up to $30 million of SambaNova interests, split with a co-investing Vista affiliate, “in multiple tranches during the remainder of 2026” (Form 8-K, July 29, 2026), a use of cash approved tranche by tranche.

What it owns

At June 30, 2026 the fund held 23 portfolio companies at $1,604.8 million, 98.2% of net assets, plus $175.3 million in a Treasury money-market fund (10.7%); at December 31, 2025 investments were 76.3% and the money-market fund 28.7%. All are enterprise software, bought in many cases from Vista’s own funds: the 10-Q says Vista and its affiliates “initially acquired the Portfolio Companies up to 30 months prior to the Fund’s acquisition”. In the first quarter of 2026 the fund bought 12 investments from Vista and its affiliates for $46.1 million, and in the second quarter two for $85.4 million, at cost or cost plus a financing charge ($2.0 million and $4.3 million of charges capitalized).

The 10-Q’s top ten, in alphabetical order, are Acumatica, Avalara, Cloud Software Group, Jaggaer, KnowBe4, Nexthink, Pipedrive, Playlist, Redwood Software and Smartsheet. By end market, IT operations was 32.4% of net assets and industrials 14.1%. The risk the filing names is the one the portfolio is built on: “sustained volatility, regulatory policies and general market events, including those that affect enterprise software or AI, could impact the Fund”. For comparison with another evergreen private equity fund of the same legal shape, see TPG’s T-POP and Blackstone’s BXPE; the general case is in our guide to investing in private equity.

Tax: a partnership, and a warning for retirement accounts

The fund is taxed as a partnership; income and gains pass through to unitholders, who are “individually liable for the taxes on their share”. For tax-exempt investors the 10-K warns that “the use of leverage by the Fund may create unrelated business taxable income”, and points them to the feeder; our UBTI and Form 990-T guide lists VistaOne among the K-1 vehicles that say so, and K-1 versus 1099-DIV explains the filing calendar. The credit line signed in 2026 makes that warning concrete. The fund does not expect to make distributions on a regular basis.

The last 60 days, and what comes next

On the pattern of the last year, the September 30 NAV 8-K should come in the last days of October (the 2025 one was filed October 28) and the third-quarter 10-Q about November 12 (last year’s was November 12). The repurchase window priced at the September 30 NAV opens now; counting from the publication of that NAV and the 10-business-day rule, its request deadline falls around mid-November and the repurchase about a week later (our arithmetic from the May 20 and August 19 dates, not a date the fund has stated).

What a reader can do with this

• If you hold and want out: the window for the September 30 NAV is the one to ask about; confirm the request deadline with your adviser or the selling agent, as it is not published on EDGAR. You are paid the Transactional NAV for the quarter-end, less 5% if the units are under two years old, and nothing guarantees your full request is accepted. A request that is not filled must be resubmitted.
• If you are weighing a first purchase or an add: you would pay a price that has risen 26.7% since April 2025, has been marked by the manager rather than confirmed by a sale (no investment was disposed of in the first half of 2026), and does not yet include $23 million of expense support. The case for is a monthly published price, an independent check on the marks, and a small repurchase record that has stayed well inside the cap. The case against is a 17-month record, one sector, a manager that sells the fund companies it already owns, a 5% exit cost for two years, and up to 2.1% a year of standing fees on the open classes before performance.
• If you are choosing a class: the open classes are B, I, S and R. Class I has no servicing fee at 1.25%; S adds 0.85%, so 2.10%; R is 1.00% but starts from a $25 unit and has no early deduction. The cheapest classes, A-I and A-D, are closed.
• What would change the picture (our thresholds, not the company’s): a repurchase above 4% of the previous quarter-end NAV, monthly sales staying below $25 million for a second quarter, a draw on the revolver that matches a repurchase, or a change to the program in an 8-K Item 8.01.
• What to read next: the September 30 NAV 8-K in late October and the third-quarter 10-Q, which will carry the first full count of third-quarter repurchases and the borrowings at September 30.

FAQ

All figures are from SEC filings of VistaOne, L.P. (CIK 2044820) read on EDGAR on October 21, 2026: the Form 10-K for 2025 (accession 0002044820-26-000009), Forms 10-Q for September 30, 2025 (0001193125-25-277264), March 31, 2026 (0002044820-26-000020) and June 30, 2026 (0002044820-26-000034), Form D/A of September 14, 2026 (0002044820-26-000037), and the Form 8-Ks of April 2025 to September 29, 2026 for unit sales (Item 3.02), Transactional NAV (Item 8.01), repurchases (Item 8.01), the credit agreement (Items 1.01 and 2.03) and the related-party transfer, with accession numbers in the tables and the dataset. Monthly changes, cumulative sales, percentages of NAV, the 5% cap in dollars, cost ratios, class comparisons and gaps are our arithmetic; the cap uses the Transactional NAV at the previous quarter-end because the filings do not define how the average is taken. The last filing as of October 21, 2026 is the Form 8-K of September 29, 2026. This is analysis of public documents, not investment, legal or tax advice.