What is a Schedule TO? The bidder's tender offer
A Schedule TO is the filing a bidder submits to the US Securities and Exchange Commission (SEC) to launch a tender offer, an offer to buy a company's shares directly from its shareholders. It sets out the price, the number of shares sought, and the terms. The target company then responds with a Schedule 14D-9. This guide explains what a Schedule TO is and what it discloses. It is not investment advice.
Definition
A Schedule TO
is the tender offer statement a bidder files with the SEC to launch a tender offer, under the Securities Exchange Act of 1934 and Rule 14d-100. It discloses the offer price, the number of shares sought, the financing, and the bidder's plans. The target replies with a Schedule 14D-9. Source: SEC.
What does a Schedule TO disclose?
A Schedule TO is built to tell shareholders what they are being offered and by whom. Typical contents:
- The offer the price per share and the number of shares sought.
- The bidder who is making the offer and its background.
- The purpose what the bidder intends to do with the company.
- The financing how the bidder will pay.
- Any past contacts or agreements with the target.
Who files a Schedule TO?
The party making the offer files it. There are two common cases. A third-party tender offer is an outside bidder trying to buy another company. An issuer tender offer is a company offering to buy back its own shares from shareholders, which is one route for a share buyback. Both file a Schedule TO.
How long does a tender offer stay open?
A tender offer must stay open for a minimum period so shareholders have time to decide.
20 business days
Historic minimum tender offer period under Rule 14e-1, before the SEC's 2026 order for certain negotiated deals
Source: SEC, Rule 14e-1
In 2026 the SEC issued an order permitting a shorter 10-business-day period for certain negotiated all-cash deals, so the exact minimum now depends on the deal type.
Schedule TO and Schedule 14D-9 together
The Schedule TO is only one side of a tender offer. The target's board responds with a Schedule 14D-9 within 10 business days, stating whether it recommends accepting the offer. For the two filings compared directly, see Schedule TO vs Schedule 14D-9.
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 TO in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is a Schedule TO?
It is the tender offer statement a bidder files with the SEC to launch a tender offer, an offer to buy a company's shares directly from its shareholders. It discloses the price, the number of shares sought, and the terms. Source: SEC.
Who files a Schedule TO?
The party making the tender offer. That can be an outside bidder buying another company, or a company making an offer to buy back its own shares. In both cases the acquirer files a Schedule TO. Source: SEC.
How long must a tender offer stay open?
Historically at least 20 business days under Rule 14e-1. In 2026 the SEC issued an order permitting a shorter 10-business-day period for certain negotiated all-cash deals. Source: SEC.
What is the difference between a Schedule TO and a Schedule 14D-9?
The bidder files the Schedule TO to launch the offer. The target company files the Schedule 14D-9 to respond and tell shareholders whether to accept. One starts the offer, the other answers it. 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.