What are the SEC tender offer rules? Definition, how they work and examples
Which rules govern an offer to buy from many holders at once — the minimum window, disclosure and fairness requirements, and which apply when the company is private.
The short answer
Tender offer rules are the SEC requirements for an offer to buy shares from many holders at once. Under Regulation 14E every tender offer — public or private company — must stay open at least 20 business days, stay open 10 more after a change in price or size, pay promptly, and tell holders nothing false or misleading. Reporting companies carry a heavier layer on top: a Schedule TO filing, withdrawal rights, and the rule that every holder gets the same offer at the same best price.
Which SEC rules govern a tender offer?
The rules come from the Williams Act, which added the tender offer provisions to Sections 13 and 14 of the Securities Exchange Act in 1968. They work in layers, and which layers apply depends on who is buying and whether the company reports to the SEC. What a tender offer is and how a seller experiences one is on what a tender offer is; this page is the rulebook. Section 14(e) and Regulation 14E Every tender offer, for any security, registered or not — including a private company’s. Minimum periods, prompt payment, the target’s duty to state its position, and anti-fraud.
Tender offer period: the 20-business-day window, extensions and expiration
A business day is any day except Saturday, Sunday or a federal holiday, running from 12:01 a.m. to midnight Eastern time — and the day the offer starts counts as day one (Rule 14d-1(g)(3)). So the tender offer window closes no earlier than midnight Eastern on the 20th business day. Change in price or size Raising or lowering the price, the percentage sought or the dealer’s soliciting fee requires at least 10 business days left after notice. Accepting up to 2% more shares does not count as a change. Extension The tender offer extension rules require a public notice by 9:00 a.m.
Tender offer requirements for reporting companies
When the company reports to the SEC, the tender offer requirements grow. The offer is filed on Schedule TO, amended for material changes and for the final result. And two equal-treatment rules apply: the offer must be open to all holders of the class, and each holder must be paid the highest price paid to any other — the all-holders and best-price rules (Rule 13e-4(f)(8) for issuers, Rule 14d-10(a) for third parties). Best price has a deliberate exception.
Tender offer exemptive orders: when the SEC shortens the rules
The SEC can exempt offers from Rule 14e-1 and Rule 13e-4, and its staff has done so for decades for particular kinds of offer. A tender offer exemptive order sets conditions; an offer that meets them follows the order instead of the rule it exempts from. 16 April 2026 — reporting companies A cash, fixed-price offer for equity may run 10 business days: a self-tender for less than the whole class, or a negotiated offer for the whole class with the target’s response filed by 5:30 p.m. Eastern the next business day — plus a press release with the terms and a link to the documents by 10:00 a.m.
Private company tender offer rules: the process step by step
The tender offer process for a private company, in the order the rules bite. The employee side — elections, proration, exercise costs — is on the tender offer page. Decide whether it is a tender offer A fixed price offered to every eligible holder for a set window meets several Wellman factors. Most companies treat a liquidity programme as a tender and follow Regulation 14E. Choose the window At least 20 business days — or 10, if the company itself buys for cash at a fixed price and meets the April 2026 order’s notice conditions. Third-party buyers stay on 20.
Tender offer HSR: when an antitrust filing applies
The Hart-Scott-Rodino Act is not an SEC rule, but it decides when a large buyer may close. A buyer whose holding after the offer would exceed the size-of-transaction threshold — $133.9M for 2026, up from $126.4M (FTC, 2026) — may have to file and wait, subject to the Act’s other size tests and exemptions. For a cash tender offer HSR runs faster than for a merger: a 15-day waiting period instead of 30, extendable by 10 days rather than 30 after a second request (15 U.S.C. 18a).
The terms this page uses
Tender offer An offer to many holders to buy their shares at a set price within a set window. Regulation 14E SEC rules that apply to every tender offer, public or private: minimum periods, prompt payment, the target’s position and anti-fraud. Rule 13e-4 The issuer tender offer rule for reporting companies: Schedule TO, withdrawal rights, all-holders and best price. Business day Any day except Saturday, Sunday or a federal holiday, 12:01 a.m. to midnight Eastern; the launch day counts.
Questions about tender offer rules
Do the tender offer rules apply to private companies? Section 14(e) and Regulation 14E do — the SEC has said they cover unregistered securities, including a private company’s. Rule 13e-4, Regulation 14D and Schedule TO apply only to companies that register or report under the Exchange Act. How long must a tender offer stay open? At least 20 business days under Rule 14e-1, and at least 10 business days after any change in price or size. Under the SEC’s 16 April 2026 exemptive order, qualifying cash, fixed-price offers may run 10 business days. What is the tender offer timeline after it closes?
Do the tender offer rules apply to private companies?
Section 14(e) and Regulation 14E do — the SEC has said they cover unregistered securities, including a private company’s. Rule 13e-4, Regulation 14D and Schedule TO apply only to companies that register or report under the Exchange Act.
How long must a tender offer stay open?
At least 20 business days under Rule 14e-1, and at least 10 business days after any change in price or size. Under the SEC’s 16 April 2026 exemptive order, qualifying cash, fixed-price offers may run 10 business days.
What is the tender offer timeline after it closes?
The buyer must pay, or return the shares, promptly. If oversubscribed, it prorates first. For a reporting issuer, the final result is filed as an amendment to the Schedule TO.
Can a buyer pay some holders more than others?
Not in an offer under Rule 13e-4 or Regulation 14D: all holders of the class get the best price paid to anyone. Employment and severance pay approved by the compensation committee is carved out. Private-company tenders are not bound by these rules, so read the offer’s own terms.
Does a tender offer need an HSR filing?
Only if a buyer’s resulting holding crosses the HSR thresholds — $133.9M for 2026 — and no exemption applies. For a cash tender the waiting period is 15 days.
Where every rule on this page comes from
Every rule and figure was checked against the primary source on 2 October 2026. The calendar example is illustrative. Rules are cited for the United States; other jurisdictions run their own takeover and buyback codes.