Schedule TO vs Schedule 14D-9: who files what
On Schedule TO vs Schedule 14D-9, the two are the opposite sides of a US tender offer. The bidder files a Schedule TO with the Securities and Exchange Commission (SEC) to launch the offer and set out the price and terms. The target company files a Schedule 14D-9 to respond and tell shareholders whether to accept. This guide compares Schedule TO vs Schedule 14D-9 on who files each, what they contain, and the order they come in. It is not investment advice.
Definition
A Schedule TO versus a Schedule 14D-9
are the two sides of a US tender offer. The bidder files a Schedule TO to launch the offer, with the price and terms. The target files a Schedule 14D-9 to respond, stating whether the board recommends accepting. The TO starts the offer; the 14D-9 answers it. Source: SEC.
Who files each, and why?
The Schedule TO is filed by the party making the offer, either an outside bidder or a company buying back its own shares. The Schedule 14D-9 is filed by the target, the company whose shares are being sought, to tell its shareholders what the board thinks.
How do they differ?
The two documents differ on who files, purpose, key contents, and timing.
| What to check | Schedule TO | Schedule 14D-9 |
|---|---|---|
| Who files | The bidder | The target company |
| Purpose | Launch the tender offer | Respond to it |
| Key contents | Price, shares sought, financing, plans | Board recommendation and reasons |
| Timing | Filed to start the offer | Within 10 business days of the offer |
| Where to read | SEC EDGAR | SEC EDGAR |
Bidder starts, target answers
The order of a tender offer: Schedule TO first, then the Schedule 14D-9 response
Source: SEC
Reading them together
The two filings are most useful side by side. The Schedule TO tells you what is on the table; the Schedule 14D-9 tells you how the board reacted and why, including any fairness opinion or conflicts. Reading one without the other gives half the story.
India handles takeovers differently, through a mandatory open offer under SEBI's SAST regulations rather than these US schedules. See what is a SAST open offer if you follow Indian deals.
Both filings sit on the SEC's EDGAR system, free to read. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between a Schedule TO and a Schedule 14D-9?
The bidder files a Schedule TO to launch a tender offer and set out the price and terms. The target company files a Schedule 14D-9 to respond and tell shareholders whether to accept. One starts the offer, the other answers it. Source: SEC.
Who files each one?
The Schedule TO is filed by the party making the offer, an outside bidder or a company buying back its own shares. The Schedule 14D-9 is filed by the target, the company whose shares are being sought. Source: SEC.
Which is filed first?
The Schedule TO comes first, because it starts the tender offer. The target then has 10 business days to file its Schedule 14D-9 response. Source: SEC.
Where can I read these filings?
Both the Schedule TO and the Schedule 14D-9 are filed on the SEC's EDGAR system and are free to read. Search the company name to find the tender-offer documents. Source: SEC EDGAR.
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.