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 (the Order), effective immediately, permitting certain tender offers for equity securities to remain open for a minimum of 10 business days, rather than the standard 20 business days required under Rules 13e-4(f)(1)(i) and 14e-1(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Division stated that the Order is intended to “address market inefficiencies, better reflect technological advancements, and reduce exposure to market fluctuations.”

Background

Under existing rules, tender offers for equity securities are generally required to remain open for a minimum of 20 business days from the date of commencement. Historically, the Division granted relief from this requirement only on a case-by-case basis through individual no-action and exemptive letters. The Order replaces that ad hoc approach with a standing exemption for any class of equity securities, available to any offeror that satisfies the specified conditions.

Scope and Key Conditions

The Order addresses two categories of tender offers: (1) tender offers for equity securities of reporting companies (under either Regulation 14D or Rule 13e-4 of the Exchange Act), and (2) tender offers for equity securities of non-reporting companies (under Rule 14e-1 of the Exchange Act). The conditions for each category are set forth below.

The Order refers to Section 3(a)(11) of the Exchange Act and Rule 3a-11-1 for the definition of “equity security,” which definition includes securities convertible (with or without consideration) into equity securities.

The Order specifies that the 10-business-day minimum offering period refers only to the “initial offering period” as defined in Rule 14d-1(g)(4) and would not include any subsequent offering period as defined in Rule 14d-1(g)(8).

Reporting Company Tender Offers

The Order permits tender offers for any class of equity securities of reporting companies subject to Regulation 14D or Rule 13e-4 under the Exchange Act to remain open for a minimum of 10 business days, subject to the following conditions:

• For third party tender offers subject to Regulation 14D:
  • The offer must be made pursuant to a negotiated merger agreement or similar business combination agreement between the subject company and the offeror.
  • The offer must be for all outstanding securities of the subject class.
  • The subject company must file and disseminate a Schedule 14D-9 no later than 5:30 p.m. ET on the first business day after commencement of the offer.
• For issuer tender offers subject to Rule 13e-4 under the Exchange Act:
  • The offer must be for less than all outstanding securities of the subject class.
• The consideration must consist only of cash at a fixed price.
• The offer may not be a going-private transaction subject to Rule 13e-3 under the Exchange Act.
• The offer may not rely on the cross-border exemptions under Rules 14d-1(d) or 13e-4(i) under the Exchange Act.
• At the time of the public announcement of the tender offer, the subject securities must not be the subject of a previously announced or pending tender offer by another offeror.
• If a competing tender offer for the subject securities is publicly announced following commencement, the initial offer must be extended so that it remains open for at least 20 business days from the date it commenced.
• The tender offer must be announced in a press release issued through a widely disseminated news or wire service by 10:00 a.m. ET on the commencement date, including the identity of the offeror, the class of equity security sought, the amount of consideration offered, the expiration date, and an active hyperlink to the tender offer materials, letter of transmittal (if any) and any other documents relating to the offer.
• Any increase or decrease in the percentage of securities sought (other than acceptance for payment of an additional amount not exceeding 2% of the subject securities) or change in the consideration offered must be announced by press release or other widely disseminated public announcement no later than 9:00 a.m. ET on the fifth business day before expiration.
• Any other material change in the terms of the offer must be announced by press release or other widely disseminated public announcement no later than 9:00 a.m. ET on the second business day before expiration.

Non-Reporting Company Tender Offers

The Order separately permits tender offers for any class of equity securities of non-reporting companies to remain open for a minimum of 10 business days, subject to the following conditions:

• The issuer must not have a class of securities registered under Section 12 of the Exchange Act and must not be required to file reports pursuant to Section 15(d) of the Exchange Act.
• The tender offer must be made by the issuer of the securities sought, or by the issuer’s wholly-owned subsidiary for the securities of the issuer.
• The consideration must consist only of cash at a fixed price.
• Any increase or decrease in the percentage of securities sought (other than acceptance for payment of an additional amount not exceeding 2% of the subject securities) or change in the consideration offered must be communicated by notice to holders of the subject securities no later than 9:00 a.m. ET on the fifth business day before expiration.
• Any other material change in the terms of the tender offer must be communicated by notice to holders of the subject securities no later than 9:00 a.m. ET on the second business day before expiration.

Continued Compliance Obligations

The Division expressly noted that offerors relying on the Order must continue to consider the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and that responsibility for compliance with all applicable provisions of the federal securities laws rests with the offeror. The Division also reserved the right to “reconsider, modify, or withdraw the relief” if material issues arise in practice. Additionally, the Division expressly disclaimed any view with respect to any other questions that a tender offer may raise, including the adequacy of disclosure regarding, and the applicability of any other federal or state laws to, the tender offer.

Practical Implications

The Order should meaningfully reduce the timeline—and the attendant market risk and deal uncertainty—for qualifying all-cash tender offers. Companies should carefully evaluate whether a given transaction satisfies each of the Order’s conditions as failure to meet any single requirement would default the offer back to the standard 20-business-day minimum. In particular, companies should note that offers involving non-cash consideration, going-private transactions, hostile or unsolicited bids, and offers relying on cross-border exemptions remain ineligible for the shortened period.

We expect the SEC to explore additional no-action or exemptive relief relating to tender offers, which may apply to tender offers for debt securities.

We will continue to monitor developments related to this Order and its application. Please contact any member of our Capital Markets and Public Company group with questions about how this relief may apply to your pending or anticipated transactions.