SEC VERIFY DATA
TITLE: What Is Schedule TO SEC Tender Offer Filing Explained
SEO DESCRIPTION: Learn what SEC Schedule TO is, when tender offers require the filing, what information it contains, and how Schedule TO differs from Schedule 14D-9.
WHAT IS SCHEDULE TO
Schedule TO is an SEC filing used for certain tender offers under Sections 14(d)(1) and 13(e)(1) of the Securities Exchange Act of 1934.
It may be filed in connection with a third-party tender offer, an issuer tender offer, a going-private transaction or certain related amendments.
The filing gives investors important information about an offer to purchase securities directly from existing security holders.
WHAT INFORMATION DOES SCHEDULE TO CONTAIN
Schedule TO generally identifies the issuer, the person making the offer, the securities being sought, the terms of the offer and the date the tender offer was first published, sent or given to security holders.
The filing may incorporate an Offer to Purchase, Letter of Transmittal and other exhibits explaining the purchase price, number of securities sought, expiration date, financing arrangements and conditions of the offer.
A 2026 Genco Shipping tender offer, for example, used Schedule TO to describe a cash offer for outstanding common shares and incorporated the Offer to Purchase and Letter of Transmittal by reference.
WHO FILES SCHEDULE TO
The filing party depends on the transaction.
In a third-party tender offer, the bidder may file Schedule TO. In an issuer tender offer, the company itself may be both the issuer and offeror.
2026 filings by Barings Private Credit and KKR Real Estate Select Trust show issuers using Schedule TO to offer to repurchase their own shares.
WHAT IS AN ISSUER TENDER OFFER
An issuer tender offer occurs when a company offers to purchase its own securities directly from holders.
This may be used for share repurchases, liquidity programs or other capital-management transactions.
Schedule TO identifies whether the transaction is an issuer tender offer subject to Rule 13e-4 or another type of tender offer.
SCHEDULE TO VS SCHEDULE 14D-9
Schedule TO is generally filed by the offeror or other filing persons associated with the tender offer.
Schedule 14D-9 is generally used by the target company to disclose its recommendation or position regarding a third-party tender offer.
In 2026 transactions, the bidder's Schedule TO and the target company's Schedule 14D-9 have continued to appear together as complementary tender-offer filings.
DOES A SCHEDULE TO MEAN THE DEAL IS COMPLETE
No.
A Schedule TO records the tender offer and its terms, but the transaction may still be amended, extended, terminated or completed later.
Final amendments may be filed to report results after the tender offer ends.
WHY SCHEDULE TO MATTERS
FilingDossier uses Schedule TO as a primary SEC source when researching tender offers, share repurchases, going-private transactions and acquisition structures.
The filing can help verify offer terms, prices, parties and timing, but it should be read together with amendments, exhibits and related target-company disclosures.
DISCLAIMER
FilingDossier is an independent research platform and is not affiliated with or endorsed by the SEC. This material is provided for informational and research purposes only and does not constitute legal or investment advice.