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Vol. XLVII · No. 12·Week of February 24, 2026

The Secondary Market Is RepricingEverything You Thought You Knew.

A repricing wave is moving through LP portfolios at a pace that quarterly NAV statements cannot capture — and the GPs who understand the bid-ask mechanics are already repositioning carry assumptions before year-end closes.

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This Week's Issue

Secondary Pricing Mechanics: What the Bid-Ask Tells You About Fund Health

he secondary market has always been PE's most honest price discovery mechanism — a place where the fiction of quarterly NAV marks gets tested against what a real buyer will actually pay on a Tuesday in February. But something different is happening in 2026. The bid-ask spread on mid-market fund LP positions has widened to a range we have not seen since the post-ZIRP dislocation of 2022–23, and the sellers are not distressed LPs liquidating for liquidity reasons. They are sophisticated allocators who have made a deliberate judgment about duration risk.

"The discount to NAV is not the signal. The velocity of the discount widening — that's the signal."

— LP Allocator, $4.2B Endowment, Q4 2025 Review

When a GP prices a new secondary offer at 78 cents on the dollar —NAVNet Asset Value: the per-unit value of fund assets as reported by the GP, typically lagged one quarter from market reality. meaning the fund's own reported net asset value — they are implicitly telling you three things: their carry expectations for the current vintage are being revised downward, the DPIDistributions to Paid-In Capital: the ratio of cash returned to LPs relative to capital invested. A DPI below 1.0x means the fund has not yet returned invested capital. trajectory is not on pace to clear the hurdle rateThe minimum return threshold (typically 8% IRR) that a fund must achieve before the GP begins collecting carried interest on profits. before year five, and the underlying portfolio companies are trading at multiples that the entry underwriting assumed would only persist for eighteen months.

Term Sheet Decoded

From a real secondary offer memo, February 2026:

Offer Price76% of Q3 2025 NAVImplies buyer sees ~8% further markdown before stabilization
Carry WaterfallEuropean-style, 8% preferredGP collects 0% until full return of capital + pref across all investments
GP Commitment1.5% of fundBelow the 2% market standard — read as a GP confidence signal
Side Letter Rights12 LPs with MFN clausesBuyer inherits obligations — a common pricing discount driver

The carry waterfall mathematics here are worth working through slowly, because the GP's incentive structure is embedded in every portfolio decision from this point forward. When a fund sits at 78 cents on the secondary market and the preferred return has not been cleared, the GP faces a choice between…

Continue reading — full analysis, charts, and the GP incentive model below.

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Vol. XLVI·February 17, 2026
GP Stakes

GP Stakes: The Hidden Leverage Reshaping Flagship Funds

When a GP sells equity in the management company, every future carry decision carries a new principal — and most LPs haven't updated their alignment frameworks.

18 min readRead issue →
Vol. XLV·February 10, 2026
Structures

Continuation Vehicles: When the Fund Doesn't End

The mechanics of moving a trophy asset into a CV — and why the carried interest reset is the only number that matters to the GP in that negotiation.

22 min readRead issue →
Vol. XLIV·February 3, 2026
Performance

The DPI Reckoning: Why Vintage 2019–2021 Funds Are Underdelivering

Entry multiples written in a zero-rate world are now being tested by a cost of capital that has permanently repriced the exit environment.

16 min readRead issue →
4:30 PM
Afternoon — Board Forward

The portfolio company CEO has just forwarded this week's issue to her board with a single line: "This is exactly what we're navigating." No attachment. No summary. Just the link.

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