SEC Shortens Minimum Tender Offer Period for Certain Private and Public Company Transactions

On April 16, 2026, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued an exemptive order granting an exemption (the “Exemption”) from Rules 13e-4(f)(1) and 14e-1(a) and (b) of the Securities Exchange Act of 1934 (the “Exchange Act”) to permit certain tender offers to remain open for a minimum offering period of 10 business days (reduced from 20 business days), subject to certain conditions.

Scope

The Exemption applies, subject to certain conditions, to:

• with respect to non-reporting companies (or their wholly-owned subsidiaries), issuer self-tender offers (but not third-party tender offers); and
• with respect to reporting companies, both issuer self-tender offers and third-party tender offers.

Non-Reporting Companies

Tender offers conducted by non-reporting (i.e., private) companies or their wholly-owned subsidiaries must meet the following conditions in order to qualify for the Exemption:

• Issuer Eligibility. The tender offer must be made for the equity 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.
• Cash-Only, Fixed Price Consideration. The consideration offered in the tender offer must consist only of cash at a fixed price.

The Exemption also revised the following conditions that apply to amendments of and material changes to private company self-tender offers during the offer period:

• Notice of Price or Percentage Changes. 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 two percent (2%) of the subject securities, or (ii) change in the consideration offered, must be communicated by notice to holders of the subject securities no later than 9 am EST on the fifth (5th) business day (reduced from the tenth (10th) business day) before expiration of the offer.
• Notice of Other Material Changes. 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 am EST on the second (2nd) business day [reduced from the fifth (5th) business day] before expiration of the offer.

Reporting Companies

For public reporting companies, the relief is available for third-party tender offers conducted under Regulation 14D and issuer self-tender offers conducted under Rule 13e-4 of the Exchange Act, subject to a number of structural, eligibility, and disclosure conditions, as described below. The framework is limited to relatively straightforward, all-cash transactions.

• Transaction Structure.
  • Regulation 14D (third-party tender offers)
    • Must be made pursuant to a negotiated merger or similar business combination agreement;
    • Must be for all outstanding securities of the subject class; and
    • Target company must file and disseminate a Schedule 14D-9 by 5:30 pm EST on the first business day after commencement.
  • Rule 13e-4 (issuer self-tender offers)
    • Must be for less than all outstanding securities of the subject class.
• Consideration and Scope Limitations. Consideration must be cash only at a fixed price. Relief is not available for going-private transactions or offers relying on cross-border exemptions.
• Competing Bids. At the time of public announcement, the subject securities must not be 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 commencement of an offer relying on the relief, the initial offer must be extended such that it remains open for at least 20 business days from the date it commenced.
• Disclosure and Launch Requirements. The offer must be announced via a widely disseminated press release including key terms and a hyperlink to offering materials. Tender offer materials must be publicly available by 10 am EST on the commencement date.
• Changes to Offer Terms. Changes to price or amount sought (other than acceptance of an additional amount not exceeding two percent (2%) of the subject securities) must be announced at least five (5) business days before expiration of the offer. Other material changes must be announced at least two (2) business days before expiration of the offer.

The Exemption was promulgated outside the Administrative Procedure Act’s rulemaking process, is not made on behalf of the Commission itself, and may be revised or revoked at any time.

In practice, the relief enables faster execution for negotiated, all-cash transactions, but requires careful planning. The Exemption does not alter the applicability of the federal securities laws’ anti-fraud provisions, including Sections 10(b) and 14(e) of the Exchange Act. Companies should continue to exercise care in structuring disclosures and communications, despite more efficient timing.

Goodwin’s Private Market Liquidity practice has extensive experience representing issuers and third-party offerors in connection with tender offers for private company equity securities. For questions about eligibility, timing, and execution, please contact the team.

Goodwin’s Public Company Advisory practice advises global public companies — and private companies preparing to go public — on securities law and corporate governance matters, including SEC regulatory compliance, disclosure requirements, stock exchange listing standards and capital market considerations.