On April 16, 2026, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission issued an Exemptive Order for Tender Offers for Equity Securities, which shortens the offering period for certain types of tender offers from 20 business days to 10 business days. In reducing the offering period for a limited scope of tender offers, Corp Fin seeks to ensure greater investor protection “[t]o address market inefficiencies, better reflect technological advancements, and reduce exposure to market fluctuations.”

What Categories of Tender Offers May Qualify for Relief?

Corp Fin’s exemptive order offers relief for (i) tender offers for securities of reporting companies, and (ii) tender offers for securities of non-reporting companies. In both cases, however, certain conditions must be met to permit a tender offer to remain open for the minimum offering period of 10 business days.

Tender Offers for Securities of Reporting Companies

The exemptive relief applicable to tender offers for securities of reporting companies covers two tender offer types: third-party tender offers pursuant to Regulation 14D under the Securities Exchange Act of 1934, as amended (the Exchange Act), and issuer self-tenders under Rule 13e-4 under the Exchange Act. If the tender offer is one of these two, the exemptive relief applies if the following conditions are met:

• if the tender offer is subject to Regulation 14D, (i) the offer is made pursuant to the terms of a negotiated merger agreement or similar business combination 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 target company board recommendation is filed and disseminated by the subject company no later than 5:30 p.m., Eastern time, on the first business day following the date of commencement of the tender offer;
• if the tender offer is subject to Rule 13e-4 under the Exchange Act, the offer is made for less than all outstanding securities of the subject class;
• the consideration offered in the tender offer consists only of cash at a fixed price;
• the tender offer is not subject to Rule 13e-3 under the Exchange Act (i.e., a going private transaction);
• the tender offer is not made in reliance on the cross-border exemptions set forth in Rule 14d-1(d) or Rule 13e-4(i) under the Exchange Act;
• at the public announcement of the tender offer, the subject securities are not the subject of a previously announced or pending tender offer by another offeror;
• if another tender offer for the subject securities is publicly announced following the commencement of the initial tender offer made in reliance on this relief, the initial tender offer must be extended such that the offer is open for at least 20 business days from the date the initial offer commenced;
• the tender offer is announced in a press release issued through a widely disseminated news or wire service, which includes the basic terms of the offer (such as the identity of the offeror, the class of equity security sought to be purchased, the amount of consideration offered, and the expiration date of the offer), and contains an active hyperlink to a website address where security holders may access the tender offer materials, letter of transmittal (if any), and any other documents relating to the offer, in each case by 10 a.m., Eastern time, on the date that the tender offer commences;
• any (i) increase or decrease in the percentage of the subject securities sought in the tender offer, other than the acceptance for payment of an additional amount of securities not to exceed 2% of the subject securities, or (ii) change in the consideration offered, is communicated in each case by press release or other public announcement that is widely disseminated no later than 9 a.m., Eastern time, on the fifth business day before expiration of the offer; and
• any other material change in the terms of the tender offer is communicated by press release or other public announcement that is widely disseminated no later than 9 a.m., Eastern time, on the second business day before expiration of the offer.

Tender Offers for Securities of Non-Reporting Companies

Corp Fin will additionally allow for the 10 business day offering period to apply to tender offers of securities of an issuer that (i) does not have a class of securities registered under Section 12 of the Exchange Act and (ii) is not required to file reports pursuant to Section 15(d) of the Exchange Act if:

• the tender offer is made by the issuer of the securities sought in the tender offer, or by the issuer’s wholly-owned subsidiary, for the securities of the issuer;
• the consideration offered in the tender offer consists only of cash at a fixed price;
• any (i) increase or decrease in the percentage of the subject securities sought in the tender offer, other than the acceptance for payment of an additional amount of securities not to exceed 2% of the subject securities, or (ii) change in the consideration offered, is communicated in each case by notice to holders of the subject securities no later than 9 a.m., Eastern time, on the fifth business day before expiration of the offer; and
• any other material change in the terms of the tender offer is communicated by notice to holders of the subject securities no later than 9 a.m., Eastern time, on the second business day before expiration of the offer.

Key Takeaways

For offerors engaging in all-cash tender offers, Corp Fin’s exemptive relief provides the potential for reduced exposure to market volatility due to the shorter offering period. Corp Fin targeted the relief toward transaction types that are “friendly” in their nature (such as a negotiated tender offer for shares of public company stock) or issuer self-tenders (such as a share repurchase structured as a tender offer by a reporting company or repurchases of vested equity awards from employees by a non-reporting company). Most other tender offer types, including hostile takeovers, partial bids for public company securities, and offers of mixed consideration, remain subject to the standard 20 business day offering period. Corp Fin emphasized that the anti-fraud and anti-manipulation provisions of the federal securities laws continue to apply and that responsibility for compliance with all applicable provisions of such laws likewise rests with the offeror. Corp Fin also left the door open to reconsider, modify, or withdraw the exemptive order. It remains to be seen whether Corp Fin will extend similar relief to other types of tender offers in the future.