On April 16, 2026, staff in the US Securities and Exchange Commission (SEC) issued an exemptive order allowing certain equity tender offers to remain open for a minimum offer period of 10 business days instead of the traditional 20-business day minimum. The exemptive order seeks to improve market efficiency, reflect the speed of modern trading and communications, and reduce the exposure of transactions to market volatility during extended offer periods.
The exemptive order applies to both public (reporting) companies and private (non-reporting) companies, but only under specific conditions. The full list of conditions appears in Appendix A. In general, for public companies, eligible tender offers must be conducted under existing rules governing third-party offers or issuer self-tenders and must be all-cash transactions offered at a fixed price. In the case of third-party offers, they must typically be part of a negotiated merger or similar transaction and cover all outstanding shares of the class. Conversely, issuer tender offers must involve the company repurchasing less than all of its shares.
To qualify for the shortened timeline, reporting companies must also meet enhanced disclosure and procedural requirements. These requirements include promptly filing key documents, issuing public announcements such as press releases, and providing advance notice of any material changes to the offer. These safeguards are intended to preserve investor protections even as the timeline is compressed.
For non-reporting companies, the relief is narrower. It applies only to issuer or affiliate self-tender offers that are cash-based and at a fixed-price. The relief also requires advance notice of any material changes to the offer. Third-party tender offers for non-reporting companies are not eligible for the shortened timeframe under the exemptive order.
The order also includes several important limitations. It does not apply to hostile or competing takeover bids, Rule 13e-3 going-private transactions, and certain cross-border offers. Additionally, if a competing tender offer arises during a shortened tender offer, the original offer must be extended to ensure it remains open for at least 20 business days.
The SEC’s action appears designed to accelerate certain friendly tender offers, particularly those associated with negotiated mergers and share repurchases. Notably, the 10-business day period more closely aligns with the 15-calendar day waiting period for cash tender offers under the Hart Scott Rodino Antitrust Improvements Act.
