On April 16, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order granting relief for certain tender offers from the requirement that such offers remain open for at least 20 business days.  In response, in part, to technological improvements, and consistent with previous relief from this requirement, the Division issued the exemptive order in furtherance of the SEC’s investor protection goals.

Specifically, the exemptive order permits fixed-price cash tender offers for equity securities that (i) are subject to either Regulation 14D or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) meet the below criteria, as applicable, to remain open for a minimum offering period of 10 business days:

  • tender offers subject to Regulation 14D must meet the following: (i) the offer is made pursuant to a negotiated merger or similar agreement between the subject company and the offeror, (ii) the offer is made for all outstanding securities of the subject class, and (iii) a Schedule 14D-9 is filed 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 tender offer is not subject to Rule 13e-3 or made in reliance on the cross-border exemptions in Rules 14d-1(d) or 13e-4(i) under the Exchange Act; 
  • the subject securities are not the subject of previously-announced tender offer by another offeror.  If another tender offer is subsequently announced, the initial offer must be extended to be open for at least 20 business days from original commencement date; 
  • certain detail regard the tender offer terms, along with an active hyperlink to the tender offer materials, must be made publicly available on the date of offer commencement; and
  • certain changes in the amount of subject securities sought in the tender offer, a change in the tender offer consideration or a material change in the tender offer terms must be publicly announced, subject to certain timing requirements.

The Division also granted similar exemptive relief for fixed-price cash tender offers for equity securities of non-reporting companies, i.e., those that do not have a class of securities registered under Section 12 of the Exchange Act and are not required to file reports pursuant to Section 15(d) of the Exchange Act.  By way of background, tender offers by such companies are subject to Regulation 14E, despite the fact that they are not generally subject to the reporting requirements of the Exchange Act, leading to a requirement that tender offers generally remain open for 20 business days.  The Division’s exemptive order allows tender offers described above to remain open for a minimum offering period of 10 business days, subject to the following:

  • the tender offer is a self-tender made by the issuer of the subject securities or by the issuer’s wholly-owned subsidiary for such securities; and
  • certain changes in the amount of subject securities sought in the tender offer, a change in the tender offer consideration or a material change in the tender offer terms must be publicly announced, subject to certain timing requirements. 

The Division noted that all tender offers remain subject tothe anti-fraud and anti-manipulation provisions of the federal securities laws, and that offerors must comply with all applicable provisions of the federal securities law when conducting a tender offer.

Read the exemptive order here.