SEC exempts certain 10-business-day cash tender offers for equity securities

On April 16, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (SEC) issued an exemptive order to allow certain qualifying cash tender offers for equity securities to remain open for only 10 business days, as opposed to the general 20-business-day requirement. The order provides relief for tender offers for equity securities of both SEC-reporting public companies and private, non-reporting companies.

Historically, Rules 13e-4(f)(1)(i) and 14e-1(a) under the Securities Exchange Act of 1934 (the Exchange Act) generally require tender offers to remain open for at least 20 business days. The Division explained that the exemptive relief is intended to address market inefficiencies, reflect technological advancements, and reduce exposure to market fluctuations, consistent with investor protection goals. As the order explains, this builds on the Division’s experience with exemptive orders and no-action letters for other types of tender offers with abbreviated offering periods.

Requirements for tender offers for public company equity securities

The order permits a 10-business-day offering period for equity securities of SEC-reporting public companies if all the following conditions are met.

• The tender offer is subject to the provisions of Regulation 14D or Rule 13e-4 under the Exchange Act.
  • Tender offers subject to Regulation 14D (i) must be made pursuant to a negotiated merger agreement or similar business combination agreement, (ii) must be for all outstanding securities of the subject class, and (iii) require that the subject company file and disseminate a Schedule 14D-9 recommendation statement no later than 5:30pm Eastern time on the first business day following the date of commencement of the tender offer.
  • Tender offers subject to Rule 13e-4 must be for less than all outstanding securities of the subject class.
• The offer consideration must consist only of cash at a fixed price.
• There must be no other pending or announced offer for the same securities. If a competing offer emerges, the initial tender offer must be extended so that it is open for at least 20 business days from the date it commenced.
• The offer must be announced in a widely disseminated press release that includes the basic terms of the offer and an active hyperlink to the tender offer materials.
• Any change in price or the percentage of securities sought must be communicated by a press release or other widely disseminated announcement no later than 9am Eastern time five business days before the offer expires. 
• Any other material change in the terms of the offer must be announced by widely disseminated means no later than 9am Eastern time two business days before the offer expires.
• The offer must not be a “going private” transaction subject to Rule 13e-3 under the Exchange Act.
• The offer must not be made in reliance on cross-border exemptions under Rule 14d‑1(d) or Rule 13e-4(i) under the Exchange Act. 

Requirements for tender offers for private company equity securities

The order permits a 10-business-day offering period for equity securities of non-reporting private companies, for tender offers subject to Rule 14e-1(a) and (b), if all the following conditions are met: 

• The issuer of the securities must not have securities registered under Section 12 and must not be required to file reports pursuant to Section 15(d) of the Exchange Act.
• The offeror must be the issuer of the securities or a wholly owned subsidiary of the issuer. 
• The offer consideration must consist only of cash at a fixed price.
• Any change in price or the percentage of securities sought must be communicated by a press release or other widely disseminated announcement no later than 9am Eastern time five business days before the offer expires.
• Any other material change in the terms of the offer must be announced by widely disseminated means no later than 9am Eastern time two business days before the offer expires.

Conclusion

The exemptive order provides significant timing flexibility for tender offers for equity securities, similar to accommodations that have been available for many years for debt securities. The shorter 10-business-day offer period could allow faster completion of negotiated merger transactions and facilitate share repurchases and liquidity events for private companies. At the same time, as a practical matter, parties may want to provide more than 10 business days for holders to evaluate the tender offer materials and consider whether to tender their securities.