On April 16, 2026, the Securities and Exchange Commission (SEC) released an exemptive order, effective immediately, that shortens the minimum offer period for certain equity tender offers from 20 business days to 10 business days.

The exemptive order applies only to tender offers for equity securities.

For SEC reporting companies, the order applies only to:

• Negotiated, all cash, fixed-price, third-party tender offers made pursuant to Regulation 14D under the Securities Exchange Act of 1934, as amended (Exchange Act), for 100% of the outstanding securities of the affected class; and
• All cash, fixed-price, issuer tender offers made pursuant to Rule 13e-4 under the Exchange Act for less than 100% of the outstanding securities of the affected class.

The exemptive order is subject to a number of other conditions and procedural requirements, and it is not available for hostile tender offers or going-private transactions (e.g., management buyouts) subject to Rule 13e-3 under the Exchange Act.

For non-reporting issuers, the exemptive order applies only to all cash, fixed-price tender offers made by the issuer or a wholly owned subsidiary (i.e., self-tenders) and is subject to a number of other conditions and procedural requirements.

The value of the exemptive order for traditional public company change-of-control transactions may be limited because the length of such tender offers is frequently driven by practical considerations, including the need to allow enough time to meet a high minimum tender requirement (often taken from the applicable state’s short-form merger statute) and the need to avoid the appearance of procedural unfairness or coerciveness when dealing with a substantial number of retail investors.

On the other hand, the exemptive order is potentially more valuable to private companies and growth equity funds, particularly for equity recapitalizations that involve a sale of newly created preferred stock by a private company to a growth equity fund coupled with a tender offer to the company’s existing stockholders using proceeds of the preferred stock issuance, with the growth equity fund’s investment typically conditioned on a minimum number of shares being tendered in the tender offer and the two transactions closing simultaneously.