SEC Halves Minimum Tender Offer Period for Certain Fixed Cash Offers

On April 16, 2026, the SEC’s Division of Corporation Finance (the “Division”) issued an Exemptive Order (the “Order”) reducing the minimum offering period for certain all-cash tender offers for equity securities from 20 business days to 10 business days. The Order provides standing relief that eliminates the need to seek individualized exemptions on a deal-by-deal basis, and is part of the current SEC leadership’s broader effort to reduce regulatory burdens on market participants and issuers. In its order, the Division cited the need to address market inefficiencies, better reflect technological advancements, and reduce exposure to market fluctuations as the basis for the relief.¹

Background

Rules 13e-4(f)(1)(i) and 14e-1(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), require tender offers to be open for at least 20 business days. As noted in the Order, the Division has historically issued exemptive orders and no-action letters for certain types of tender offers with abbreviated offering periods. With its issuance of the Order, the Division is now providing broader, standing relief in lieu of the prior piecemeal approach, consistent with the current SEC’s focus on reducing regulatory friction for market participants.

Conditions for 10-Business-Day Offering Period

The Order permits tender offers for any class of equity security to remain open for 10 business days provided the following conditions are met:

• Applicable regulatory framework. The tender offer must be subject to the provisions of Regulation 14D (governing third-party tender offers for registered securities) or Rule 13e-4 (governing issuer self-tender offers) under the Exchange Act.
• Third-party tender offers. Third-party offers subject to Regulation 14D must be made pursuant to a negotiated merger or similar business combination agreement, for all outstanding securities of the subject class. The subject company must file and disseminate its Schedule 14D-9 no later than 5:30 p.m. Eastern Time on the first business day following commencement of the tender offer.
• Issuer self-tenders. Issuer self-tenders subject to Rule 13e-4 must be made for less than all outstanding securities of the subject class.
• Not a going-private transaction. The tender offer must not be subject to the going-private rules under Rule 13e-3. Rule 13e-3 transactions do not qualify for the Order’s relief.
• Fixed cash price. The consideration offered must consist only of cash at a fixed price.
• No cross-border exemptions. The tender offer must not rely on the cross-border exemptions set forth in Rule 14d-1(d) or Rule 13e-4(i) under the Exchange Act (which provide regulatory accommodations for tender offers involving significant foreign private ownership).
• No competing offers at announcement. At the time of public announcement, the subject securities must not already be the subject of a previously announced or pending tender offer by another offeror.
• Competing offer arising after commencement. If a competing tender offer for the same securities is publicly announced after commencement of the initial offer, the initial offer must be extended so that it remains open for at least 20 business days from its original commencement date.
• Press release at commencement. The offer must be announced by press release through a widely disseminated news or wire service by 10:00 a.m. Eastern Time on the date of commencement, including basic offer terms and an active hyperlink to all offer materials.
• Material changes to price or amount. Any increase or decrease in the percentage of securities sought (above a 2% buffer) or any change in the consideration offered must be communicated by press release or other widely disseminated public announcement no later than 9:00 a.m. Eastern Time on the fifth business day before expiration.
• Other material changes. Any other material change in the terms of the tender offer must be communicated by press release or other widely disseminated public announcement no later than 9:00 a.m. Eastern Time on the second business day before expiration.

Non-reporting company offers. The Order also grants an exemption from Rule 14e-1(a) and (b) to permit a tender offer for any class of equity security of a non-reporting company to remain open for a minimum of 10 business days, subject to the following conditions:

• Non-reporting issuer. The target issuer must not have a class of securities registered under Section 12 of the Exchange Act and must not be required to file Section 15(d) reports.
• Self-tenders only. The tender offer must be made by the issuer itself or by the issuer’s wholly owned subsidiary for the issuer’s own securities. Third-party acquirers seeking to acquire a private company through a tender offer structure cannot rely on this relief.
• Fixed cash price. As with reporting company offers, the consideration must consist only of cash at a fixed price.
• Material changes to price or amount. Any increase or decrease in the percentage of securities sought (above a 2% buffer) or any change in consideration must be communicated by notice to holders no later than 9:00 a.m. Eastern Time on the fifth business day before expiration.
• Other material changes. Any other material change in the terms must be communicated by notice to holders no later than 9:00 a.m. Eastern Time on the second business day before expiration.

Takeaways

The relief granted by the Division in the Order is a significant development for M&A deal parties. By establishing standing relief, the Division removes a recurring point of tension in negotiated cash acquisitions and allows deal parties to plan around a 10-business-day offering period with confidence. In deals with few other hurdles to closing, the reduced tender offer period provides a meaningful timing advantage over traditional single-step merger structures that may prove attractive when structuring transactions.

Three conditions warrant particular attention in practice:

• First, if a competing offer is announced after commencement, the initial offer must be extended to at least 20 business days from the original commencement date, not from the date of the competing bid. Deal teams should account for this risk in their timeline planning and merger agreement mechanics.
• Second, the requirement that the subject company file and disseminate its Schedule 14D-9 by 5:30 p.m. Eastern Time on the first business day after commencement demands significant advance coordination, including board approvals, well before launch.
• Third, since the relief applies only to the initial offering period and not to any subsequent offering period, parties wishing to include a subsequent offering period following a 10-business-day initial offering period must comply with the standard subsequent offering period rules under Rule 14d-11, which require a minimum of three business days, a point that should be factored into deal timelines from the outset.

For the large category of negotiated all-cash acquisitions structured as tender offers, however, the Order is a notable improvement in deal execution flexibility.