StepStone Fund Announces Share Repurchase Offer

The move gives shareholders a planned exit opportunity as the fund continues its monthly subscription model.

April 23, 2025

StepStone Opens the Door for Shareholder Liquidity

StepStone Private Venture and Growth Fund is offering shareholders a clear path to liquidity. As of April 22, the firm has launched a tender offer to buy back up to 2.5% of its outstanding shares. The repurchase window gives investors an opportunity to exit their positions at net asset value, minus any early exit fees, within a clearly defined timeline.

Here’s how it works: Shareholders have until May 27 to signal their intent to participate. If they change their minds, they have until June 5 to withdraw. Pricing for the repurchased shares will be based on the NAV as of June 30. StepStone doesn’t anticipate extending these deadlines, so investors will need to move deliberately.

What's on the Table

This offer covers the fund’s Class S, Class D, and Class I shares. Investors who held their shares for less than a year will be charged a 2% early repurchase fee. That fee structure is aligned with the fund’s long-term strategy and serves to discourage short-term turnover. Shareholders who submit a full redemption request will remain invested until the NAV is finalized on the Valuation Date.

As of March 31, the fund had just over $1.9 billion in net assets spread across more than 44 million shares. That includes:

• Approximately $701 million in Class S shares


• $5.2 million in Class D shares


• $1.2 billion in Class I shares

These figures will shape how the 2.5% repurchase cap is calculated and applied.

What Shareholders Should Know

There’s no public market for these shares, and transfers are heavily restricted. For many investors, this tender offer will be one of the few chances to step out of their position. That’s by design—the fund’s model is built for long-term access to private markets, with planned exit points rather than continuous trading.

To participate, shareholders must submit a Letter of Transmittal by mail, fax, or email. StepStone encourages using certified mail or fax to ensure documents are received on time. If the number of shares tendered exceeds the offer limit, the fund may:

• Accept additional shares at its discretion


• Extend the offer period


• Process repurchases on a pro-rata basis

The fund reserves the right to cancel or amend the offer at any time before June 5, so timing and precision are essential. Shares can also be re-tendered as long as it's done before the final submission deadline.

Funding and Tax Considerations

StepStone expects to fund the repurchase through a combination of:

• Cash on hand


• Sales of portfolio assets


• Withdrawals from investments


• Potential borrowings (no current plans in place)

The actual mix will depend on how many shares are tendered and what market conditions look like at the time of funding. No debt financing has been arranged yet, but it remains an option if needed.

For investors, the tax outcome depends on how the sale is treated under U.S. tax law. If it qualifies as a sale or exchange, it may trigger a capital gain or loss. If not, it may be taxed as a dividend, which could carry different rates and implications. Foreign shareholders and those with complex structures should consult tax professionals, especially considering FATCA-related requirements and potential withholding rules.

Insider Activity and Oversight

Trustees and executives hold minimal positions in the fund. For example, Ron Sturzenegger, a trustee, owns just over 40,000 shares—amounting to 0.143% of the Class I pool and effectively 0% of the total fund. No insider trades have been reported in the 60-day window preceding the filing.

StepStone confirmed that no third parties have been hired to solicit or influence shareholder decisions. Tendered shares from fund insiders will be processed under the same terms as all other shares.

What’s Next for the Fund

Any repurchased shares will be retired, but StepStone will continue to offer new shares each month through its ongoing subscription model. That dual-track approach supports long-term portfolio growth while offering periodic liquidity events for current investors.

There are no proposed changes to the fund’s structure, strategy, or governance. This tender offer is part of routine operations, giving investors a structured and predictable way to exit if needed.

For shareholders considering their next move, the timeline is short—and clearly laid out. The fund’s process is designed to support both stability and flexibility, letting investors take action with confidence.