What Is a Tender Offer? Fund Tenders, Proration, SEC Census

A tender offer in the SEC's own words

The phrase covers two different things, and a holder of a non-traded fund only ever meets one of them.

A third-party tender offer is an outsider offering to buy your shares: an acquirer bidding for a listed company, or a buyer offering cash for shares of a non-traded REIT at a discount. An issuer tender offer is the company or fund buying back its own shares. Rule 13e-4 under the Securities Exchange Act defines it: “The term issuer tender offer refers to a tender offer for, or a request or invitation for tenders of, any class of equity security, made by the issuer of such class of equity security or by an affiliate of such issuer.” The same rule's definition of an issuer reaches funds that do not trade on any exchange: it includes any company “which is a closed-end investment company registered under the Investment Company Act of 1940”.

Why a non-traded fund uses tender offers at all is in the Investment Company Act. Section 23(c) says “No registered closed-end company shall purchase any securities of any class of which it is the issuer except” on an exchange, under SEC rules, or “pursuant to tenders, after reasonable opportunity to submit tenders given to all holders of securities of the class to be purchased.” A fund with no exchange listing has two practical routes: become an interval fund under Rule 23c-3, or run tender offers under Rule 13e-4 (our reading). A business development company is not a registered closed-end fund, but it files periodic reports, so Rule 13e-4 reaches it as well (our reading of the rule's definition of issuer).

Source: 17 CFR 240.13e-4 and 240.14e-1 as published on the eCFR, read October 10, 2026. The rule text is the SEC's; the right-hand column is our reading.

SC TO-I, SC TO-C, SC TO-T, SC 14D9: the forms you see on EDGAR

Every tender offer statement is filed on one schedule, Schedule TO, and EDGAR files it under a different form code depending on who is buying and what stage the offer is at. The cover page of every Schedule TO has the same check boxes, which is where the codes come from: “Third-party tender offer subject to Rule 14d-1”, “Issuer tender offer subject to Rule 13e-4”, and a box to “Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.”

Counts are unique accession numbers of original filings (amendments to SC TO-T and SC 14D9 not included) in the EDGAR quarterly form indexes for 2025. A mini-tender offer, an outside bid for 5% or less of a class, usually appears under none of these codes (more below).

The census: who files SC TO-I, 2024 to October 2026

We counted every SC TO-I in the EDGAR quarterly form indexes from the first quarter of 2024 to October 9, 2026, then classified each filer from the SEC's own submissions data: a filer that has ever filed Form N-54A (the election to be a business development company) is a BDC; one that files fund forms (N-CEN, N-CSR, N-2 or NPORT-P) is a registered fund; one with SEC industry code 6798 is a REIT; Blackstone Private Equity Strategies Fund and Stonepeak-Plus Infrastructure Fund, which file 10-Ks but are neither, are "other non-traded funds"; everyone else is an operating company.

"All SC TO-I" also includes the few filings of other non-traded funds (one or two a quarter until the third quarter of 2025, none since). Source: EDGAR quarterly form indexes, our script and its output are in the dataset.

Four things stand out.

• A tender offer on EDGAR is mostly a fund event. Funds made 511 of the 579 SC TO-I filings in 2024 (88.3%), 540 of 577 in 2025 (93.6%) and 432 of 466 in 2026 to date (92.7%). The news-making tenders of listed companies (a Medtronic or a Visa buying back stock, both in the 2026 list) are a small minority.
• BDCs are the growing part. BDC SC TO-I filings went from 37 in the first quarter of 2024 to 55 in the third quarter of 2026, about 49% more (our arithmetic), and from 151 in 2024 to 190 in 2025. 2026 already has 163 with a quarter to go. These are mostly the non-traded private credit BDCs that sell shares continuously and buy back about 5% a quarter (our list of non-traded BDCs).
• Amendments outnumber offers. There were 730 SC TO-I/A in 2024 and 698 in 2025. A fund tender usually produces at least one: the final amendment with the results.
• Interval funds grew faster. The same indexes show Form N-23C3A notices rising from 93 in the first quarter of 2024 to 170 in the third quarter of 2026, about 83% more (our arithmetic). SC TO-I filings by registered closed-end funds stayed in a range of 77 to 97 a quarter. New funds in this market are choosing the interval structure more often than the tender structure; what an interval fund is covers that side.

A tender offer is not a promise: what 12 funds actually paid

The fund decides how much it will buy; you decide how much to ask for. When requests exceed the offer, Rule 13e-4(f)(3) makes the fund prorate. Here is the latest final result we could read for 12 non-traded funds with large or well-known tender programs, each from its own Schedule TO-I/A.

Each row is from the fund's final (or, for North Haven's September round, first) Schedule TO-I/A; accessions are in the dataset and the sources below. Percentages marked as ours divide shares accepted by shares tendered.

What the table says, in plain terms:

• Five of the largest non-traded BDCs paid less than half of what holders asked for in their last reported round. These funds offer 5% of shares a quarter. BCRED's own letter to holders, filed September 3, 2026, describes the program as “quarterly share repurchases of up to 5% of shares outstanding, subject to Board approval” and says that “In Q2, BCRED fulfilled approximately half of the $4.5 billion requested for repurchase, leaving a backlog of $2.3 billion in unfulfilled requests.”
• An unpaid request does not wait in line. Barings Private Credit Corp's September amendment puts it in one sentence: “Any unfulfilled portion of a repurchase request will not automatically carry forward.” You tender again next quarter or you stay in.
• "Paid in full" can still be small. KKR FS Income Trust bought everything tendered in September, about 1.5% of its shares; Oaktree's September round drew a preliminary “approximately 7.2 million of Shares, or 3.8% of the outstanding Shares,” under its 5% offer. A 100% fill means demand was below the cap, not that the cap was generous.
• Results can be corrected. Hamilton Lane Private Assets Fund's first final amendment (September 15, 2026) reported $57.2 million of NAV tendered in June (our sum of $45,326,951, $661,852 and $11,164,909). On October 8 it filed an amended final amendment: “Due to an administrative error, the final results of the Offer were incorrectly reported in Amendment No. 1.” The corrected figures are $59,997,920, $1,236,147 and $16,311,090, or $77.5 million (our sum), still 100% accepted. Our Hamilton Lane tender page predates the correction.

The fund-by-fund series for each is on its own page: BCRED, HLEND, ASIF, Apollo Debt Solutions, OCIC, North Haven, Barings, Fidelity, Oaktree, K-FIT, StepStone and Hamilton Lane, and the quarter-by-quarter comparison across private credit funds is in our redemptions tracker.

Tender-offer fund vs interval fund: 5% by habit, 5% to 25% by rule

The two structures look alike from the outside (no listing, quarterly exits, NAV pricing) and differ in who controls the exit.

Sources: 17 CFR 270.23c-3 and 240.13e-4 (eCFR), 15 U.S.C. 80a-23(c), BCRED's SC TO-I/A of September 3, 2026. The rule text is quoted; the comparison is our reading. The 5% habit is a prospectus choice, not a legal limit: the funds in our proration table each offered about 5% of shares, and BlackRock Alpha Strategies Fund's September 2026 tender was for up to 25%.

How to read a tender notice

A tender notice (the "Offer to Purchase", filed as an exhibit to the SC TO-I) answers seven questions. Here is where to find each, with the answers from offers filed in the last month.

1. What price, and when is it set? Most fund tenders pay NAV, but NAV on a date after you must decide. Carlyle Credit Solutions' offer expires October 19, 2026 and buys at the September 30 NAV; Constitution Capital Access Fund's expires November 3 and uses the NAV “as of November 30, 2026”. Oaktree told holders the September price “will be determined by the Company and disclosed in November 2026”. You commit before you know the number.
2. When does it expire? On the cover and in the summary term sheet, with a time zone. Expiration is also the end of your withdrawal right (Rule 13e-4(f)(2)).
3. Can you withdraw? Yes, until expiration, and again after 40 business days if the fund has not accepted your shares. The notices state the dates: Vista Credit Strategic Lending's says withdrawal is possible “on or after November 23, 2026” if shares have not been accepted.
4. How much will the fund buy, and what if it is oversubscribed? Look for the cap (shares, dollars or a percentage) and the proration language. Ares Strategic Income's September offer accepted shares “on a pro rata basis” with “odd lot” priority for holders of fewer than 100 shares.
5. Cash or a note? Several of the largest BDCs pay with a non-interest bearing promissory note that is settled in cash later. HLEND's June round: notes, then cash “on or about July 31, 2026”, for an offer that expired June 8. Constitution Capital Access Fund “may reserve up to 10% of the net asset value” until its audit, which it expects to be completed “by the end of May 2027”.
6. Is there a deduction? Many funds charge an early repurchase deduction on recently bought shares; the rate and holding period are in the offer to purchase. Ares Strategic Income paid NAV “less the early repurchase deduction, as applicable”.
7. Does an unfilled request roll over? Usually not. Barings: it “will not automatically carry forward”.

Fund tenders open as of October 10, 2026

From the 45 SC TO-I filed between September 10 and October 9, 2026 (30 by registered closed-end funds, 11 by BDCs, 4 by operating companies; our count), these are the fund offers still open on October 10, 2026, as stated in each offer to purchase. Expiration dates can be extended; check the latest SC TO-I/A before you act.

"See offer" means we did not extract the payment terms; they are in the filing (accession in the dataset). Three tenders sometimes listed as open this month are already closed: KKR FS Income Trust's (filed September 1, expired September 29, 100% accepted), Barings Private Credit Corp's (filed September 1, expired September 30, 46.84% accepted) and VineBrook Homes Trust's self-tender (filed September 4, closed October 5; see our VineBrook read). KREST is a real estate fund; its earlier rounds and this one are on our KREST review.

Mini-tender offers: the tender with fewer protections

Everything above is about a fund buying its own shares, which Rule 13e-4 covers whatever the size. A mini-tender offer is the opposite case: an outside buyer offering to purchase 5% or less of a class, usually at a discount, often by letter. The SEC's own guidance, which we quote on our mini-tender page, explains that these offers are structured to stay outside the filing, disclosure and procedural rules of Section 14(d) and Regulation 14D, so they usually leave no SC TO-T on EDGAR and need not offer the withdrawal rights and proration described above. Regulation 14E still applies: Rule 14e-1(a) forbids any person who makes a tender offer to “Hold such tender offer open for less than twenty business days”. We keep the record of these bids for non-traded REITs, with every 2026 price against the REIT's own NAV, on our mini-tender offers page, and the bids of one active buyer for non-traded BDCs on our Cox Capital Partners page. If the letter in your hand is from an outside buyer rather than from your fund, start there.

Our pages on each fund's tender offers

The fund-by-fund record of tenders, prorations and prices, all from SEC filings:

• Non-traded BDCs (private credit): BCRED, HLEND, Ares Strategic Income, Apollo Debt Solutions, Blue Owl Credit Income, North Haven Private Income, Barings Private Credit Corp, BlackRock Private Credit Fund, Fidelity Private Credit Fund, Oaktree Strategic Credit, KKR FS Income Trust, Golub Capital Private Credit Fund, PGIM Private Credit Fund, NexPoint Capital, Priority Income Fund; the overview of private credit funds and what a BDC is.
• Private markets tender-offer funds: StepStone Private Markets, Hamilton Lane Private Assets, Hamilton Lane Private Infrastructure, AMG Pantheon, Blackstone Private Equity Strategies (BXPE); compared side by side in evergreen fund redemptions.
• REIT self-tenders: VineBrook Homes, Highlands REIT.
• The other structure: what an interval fund is and the list of interval funds.

What to do when you get a tender notice

If your fund has just sent you an offer to purchase, the decision is yours and depends on your position; this is what the filings let you check first.

1. Find the filing. Search the fund's name on EDGAR and open the latest SC TO-I. The offer to purchase is the exhibit marked (a)(1); the letter of transmittal is the form you return, usually through your broker or the transfer agent, who may set an earlier cutoff than the fund.
2. Write down four dates: expiration, the valuation date (the NAV you will get), the payment date and, if the fund pays by note, when the note is paid.
3. Check the last round's fill. The previous final SC TO-I/A gives the proration percentage. If the fund paid 30% to 50% of requests last quarter, tendering 100% of your shares will probably return part of them, and the rest stays invested until you tender again (our reading of the results above).
4. Check the deduction. If you bought within the last year, an early repurchase deduction may apply.
5. Decide whether to tender at all. If you do not tender, nothing happens: you keep your shares and the next window opens in about three months. If you need cash on a date, the table above tells you how long the fund's money really takes.

If the amount is large relative to your portfolio, or you hold several of these funds, a fee-only adviser can look at the tender against your taxes and cash needs before the deadline.

FAQ

Sources, read and saved on October 10, 2026: 17 CFR 240.13e-4, 240.14e-1, 240.14d-9 and 270.23c-3 (eCFR); 15 U.S.C. 80a-23 (Investment Company Act section 23, govinfo.gov); SEC EDGAR quarterly form indexes 2024 Q1 to 2026 Q4 and SEC submissions data for 385 filers (our scripts and their output are in the dataset); Schedule TO-I/A of Blackstone Private Credit Fund (0001213900-26-084924, 0001213900-26-096935), HPS Corporate Lending Fund (0001628280-26-052073), Apollo Debt Solutions BDC (0001193125-26-337966), Blue Owl Credit Income Corp. (0001628280-26-049601), Ares Strategic Income Fund (0001104659-26-110962), North Haven Private Income Fund (0001193125-26-321080, 0001193125-26-395654), Barings Private Credit Corp (0001859919-26-000088), Fidelity Private Credit Fund (0001193125-26-322526), Oaktree Strategic Credit Fund (0001193125-26-352420, 0001193125-26-392291), KKR FS Income Trust (0001104659-26-113726), StepStone Private Markets (0001193125-26-399591) and Hamilton Lane Private Assets Fund (0001213900-26-100003, corrected by 0001213900-26-107854); Schedule TO-I filed September 10 to October 9, 2026 by the 15 funds in the open-tender table (accessions in the dataset). Counts, sums and fill percentages marked as ours are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.