What is Schedule 14D-9? The target's tender reply
A Schedule 14D-9 is the filing a takeover target sends its shareholders to say what it thinks of a tender offer. When a bidder launches a tender offer to buy a company's shares, the target's board files a Schedule 14D-9 with the US Securities and Exchange Commission (SEC), stating whether it recommends accepting the offer, recommends rejecting it, or takes no position. This guide explains what a Schedule 14D-9 is and how it fits a tender offer. It is not investment advice.
Definition
A Schedule 14D-9
is the solicitation or recommendation statement a target company files with the SEC in response to a tender offer, under the Securities Exchange Act of 1934 and Rule 14d-9. It tells shareholders whether the board recommends accepting or rejecting the offer, within 10 business days of the offer starting. Source: SEC.
What does a Schedule 14D-9 contain?
A Schedule 14D-9 sets out the board's position and the reasoning behind it. Typical contents:
- The recommendation accept, reject, neutral, or unable to take a position.
- The reasons why the board reached that view.
- Background of the negotiations or contacts with the bidder.
- Any conflicts of interest of directors or officers, and any related agreements.
- A fairness opinion from a financial adviser, where one was obtained.
Read together with the bidder's offer, it lets shareholders see both sides before deciding.
How does a Schedule 14D-9 fit a tender offer?
The two sides of a tender offer file different documents. The bidder starts the process by filing a Schedule TO. The target then responds with the Schedule 14D-9 within 10 business days. The offer itself must stay open for a minimum period, historically 20 business days under Rule 14e-1, though in 2026 the SEC issued an order permitting a shorter 10-business-day window for certain negotiated all-cash deals. For the two filings side by side, see Schedule TO vs Schedule 14D-9.
When is a Schedule 14D-9 due?
The target must file and distribute its Schedule 14D-9 within 10 business days of the tender offer being commenced.
10 business days
Deadline for a target to file its Schedule 14D-9 after a tender offer starts
Source: SEC, Rule 14d-9
The India parallel
India does not use the US tender-offer schedules. When an acquirer crosses SEBI's takeover thresholds, it makes a mandatory open offer under the SAST regulations instead. If you follow Indian takeovers, see what is a SAST open offer.
Flock reads disclosure filings and keeps each one dated and linked back to its source, so you can go from a summary to the original Schedule 14D-9 in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is a Schedule 14D-9?
It is the solicitation or recommendation statement a target company files with the SEC in response to a tender offer. It tells shareholders whether the board recommends accepting or rejecting the offer, or takes no position. Source: SEC.
Who files a Schedule 14D-9?
The target company, meaning the company whose shares the bidder is trying to buy. The bidder files a separate Schedule TO to launch the offer. The 14D-9 is the target's reply. Source: SEC.
When must a Schedule 14D-9 be filed?
The target must file and send its Schedule 14D-9 to shareholders within 10 business days of the tender offer being commenced. For certain negotiated deals, the SEC set a faster timeline in 2026. Source: SEC, Rule 14d-9.
Does a Schedule 14D-9 have to recommend accepting the offer?
No. The board can recommend accepting, recommend rejecting, remain neutral, or state it is unable to take a position. What it must do is state its position and the reasons. Source: SEC.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.