---
title: "What Is Tender Offer Program?"
term: "Tender Offer Program"
description: "A tender offer program is the company's recurring policy and process for running tender offers — eligibility rules, frequency, pricing methodology, and governance — not a one-off transaction."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/tender-offer-program
---

# What Is Tender Offer Program?

> A tender offer program is the company's recurring policy and process for running tender offers — eligibility rules, frequency, pricing methodology, and governance — not a one-off transaction.

**A tender offer program** is the documented framework a private company uses to run periodic [tender offers](/glossary/tender-offer) for shareholders.

### How it works

Programs typically define: minimum company performance or valuation triggers, eligible share classes (common vs preferred), employee tenure or vesting requirements, maximum sell percentage per holder, and whether tenders coincide with primary financings. The board and major investors approve each execution even when a program exists.

Companies like late-stage unicorns publicize programs to compete for talent against public employers with liquid stock. Counsel drafts program documents alongside [liquidity program](/glossary/liquidity-program) communications. Pricing often references the latest 409A or round price, sometimes with a modest discount for common sellers.

Frequency varies — annual or every 18–24 months — depending on growth capital needs and investor appetite to buy secondaries.

### Why it matters

- **Founders:** A clear program reduces ad hoc negotiation every time someone wants liquidity. It also sets expectations that not everyone sells every round.
- **Investors:** Program terms may include ROFR, pro rata participation for leads, and caps on common secondary volume to limit cap table messiness.

### Common mistake

Promising "regular liquidity" in recruiting without board-approved program capacity. One canceled tender damages trust more than never offering one.

### Related ideas

See also [tender offer](/glossary/tender-offer), [tender offer exit](/glossary/tender-offer-exit), [liquidity program](/glossary/liquidity-program), and 409A valuation.

## FAQ

### What is tender offer program in simple terms?

It is the standing plan for how a private company runs share buybacks — who can sell, how often, how price is set, and who approves each offer. Think of it as a liquidity policy, not a single event.

### Why does tender offer program matter?

Predictable programs help retention and recruiting. Investors negotiate program terms in late-stage rounds so partial exits do not surprise the cap table or violate ROFR agreements.


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Source: https://venturecapitaltracker.com/glossary/tender-offer-program