RTX Recommends Shareholders Reject "Mini-Tender" Offer by Tutanota LLC

Rhea-AI Summary

RTX (NYSE: RTX) received an unsolicited "mini-tender" offer from Tutanota LLC to buy up to 500,000 shares of RTX common stock at $130.00 per share. The offer represents less than 0.04% of outstanding shares and is conditioned on the closing price exceeding $130.00 on the last trading day before expiration and on Tutanota obtaining financing.

The $130.00 price is about 24.02% below the December 5, 2025 close ($171.10) and about 31.72% below the January 6, 2026 close ($190.40). RTX recommends shareholders do not tender, notes shareholders may withdraw already-tendered shares, and warns the offer may provide fewer investor protections than larger tender offers; the offer currently expires at 5:00 p.m. EST on January 12, 2026.

Positive

• Offer limited to 500,000 shares (<0.04% outstanding)
• Shareholders may withdraw tenders before 5:00 p.m. EST on Jan 12, 2026

Negative

• Offer price $130.00 is 31.72% below the Jan 6, 2026 close ($190.40)
• Offer conditioned on closing price > $130.00 and Tutanota obtaining financing
• Mini-tender structure avoids many SEC 5% offer disclosure protections

Key Figures

Mini-tender size 500,000 shares Maximum RTX shares Tutanota seeks to purchase

Offer price $130.00 per share Mini-tender price offered by Tutanota

Portion of shares 0.04 percent Less than 0.04% of RTX outstanding shares targeted

Discount vs Dec 5 close 24.02% below Offer vs $171.10 closing price on Dec 5, 2025

Dec 5 close $171.10 RTX closing price on December 5, 2025

Discount vs Jan 6 close 31.72% below Offer vs $190.40 closing price on Jan 6, 2026

Jan 6 close $190.40 RTX closing price on January 6, 2026

Offer expiration 5:00 p.m. EST on January 12, 2026 Scheduled mini-tender expiration time and date

Market Reality Check

$188.50 Last Close

Volume Volume 3,906,969 is at 0.92x the 20-day average of 4,228,555 shares. normal

Technical Shares at $190.40, trading above 200-day MA of $154.07 and near 52-week high of $190.71.

Peers on Argus

RTX gained 1.14% pre-news while key aerospace & defense peers were mixed: BA +0.27%, LMT +0.96%, GD +0.79%, HWM +, NOC -0.64%. No strong sector-wide pattern.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 23	Patriot contract award	Positive	+0.0%	Large <b>$1.7B</b> Patriot air and missile defense sale to Spain.
Dec 22	Tech demonstration	Positive	+2.0%	Collins showcased compact APNT ground solution with resilient navigation.
Dec 19	Radar contract	Positive	+2.1%	U.S. Air Force contract to equip autonomous jet with PhantomStrike radar.
Dec 19	Patriot equipment sale	Positive	+2.1%	<b>$168M</b> Patriot equipment order from Romania, second within a year.
Dec 09	EW system review	Positive	+0.2%	Major review completion for ADVEW prototype for Navy F/A-18E/F jets.

Pattern Detected

Recent defense contract and technology announcements have generally coincided with modestly positive 24-hour price reactions.

Recent Company History

Over the past month, RTX reported several defense wins and technology milestones. On Dec 23, 2025, Raytheon secured a $1.7B Patriot contract with Spain, while on Dec 19 Romania ordered $168M of Patriot equipment. Additional news highlighted PhantomStrike radar integration and Collins’ anti-jam APNT solution, each followed by small positive moves. Earlier, an ADVEW prototype review also saw a slight gain. Against this backdrop of steady contract flow, today’s warning about a discounted mini-tender relates more to shareholder protections than core operations.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-09-18

RTX has an effective S-3ASR shelf registration dated 2025-09-18, expiring 2028-09-18. It permits future offerings across multiple security types, but reported usage is 0 so far, indicating no takedowns under this shelf to date.

Market Pulse Summary

This announcement highlighted RTX’s view that the Tutanota mini-tender, capped at 500,000 shares and priced at $130, was deeply below recent market prices such as the $190.40 close on January 6, 2026. Management emphasized the offer’s small scale and conditional nature and pointed to SEC commentary on risks of mini-tenders. In context of recent contract wins and a strong trading position near the 52-week high, the release mainly served to inform and protect shareholders.

Key Terms

mini-tender offer financial

"unsolicited "mini-tender" offer made by Tutanota LLC (Tutanota) to RTX shareholders"

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

tender offers financial

"As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S."

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

U.S. Securities and Exchange Commission (SEC) regulatory

"thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply"

The U.S. Securities and Exchange Commission (SEC) is the federal agency that writes and enforces rules for buying, selling and reporting information about stocks, bonds and other investments. Think of it as a referee and scoreboard operator: it protects investors by requiring companies to disclose accurate financial information and policing fraud, so investors can compare options and trust the markets are fair.

broker-dealer financial

"RTX encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination"

A broker-dealer is a licensed firm or individual that both executes trades on behalf of clients (acting as a broker) and buys or sells securities for its own account (acting as a dealer). Investors care because broker-dealers provide the plumbing of markets — they place orders, hold or move cash and securities, offer research or advice, and their stability and fees directly affect trade execution, costs, and the safety of client funds; think of them as a combined travel agent and taxi for your investments.

AI-generated analysis. Not financial advice.

ARLINGTON, Va., Jan. 7, 2026 /PRNewswire/ -- RTX (NYSE: RTX) has received notice of an unsolicited "mini-tender" offer made by Tutanota LLC (Tutanota) to RTX shareholders to purchase up to 500,000 shares of RTX common stock at a purchase price of $130.00 per share. This offer is for shares representing less than 0.04 percent of the outstanding shares of RTX common stock.  This offer price is approximately 24.02% below the closing price of RTX common stock on December 5, 2025 ($171.10), the last trading day before the date of the offer, and is approximately 31.72% below the closing price of RTX common stock on January 6, 2026 ($190.40), the day prior to this release. The offer price of $130.00 per share is conditioned on, among other things, the closing price per share of RTX common stock exceeding $130.00 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, RTX shareholders who tender their shares in the offer will sell their shares at a below-market price.

RTX recommends that shareholders do not tender their shares in response to Tutanota's offer because the offer is at a price below the market value for shares of RTX common stock (as of the last trading day prior to the offer) and is subject to numerous additional conditions including Tutanota's ability to obtain financing. RTX shareholders who have already tendered their shares are advised they may withdraw them by following the procedures for withdrawal described in the Tutanota offer documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m. EST on January 12, 2026, unless extended or earlier terminated.

RTX does not endorse Tutanota's unsolicited mini-tender offer and is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation.

Tutanota has previously made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company's shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company's shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. The SEC has cautioned investors about mini-tender offers, noting that some bidders make mini-tender offers at below-market prices, "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/investor/pubs/minitend.htm.

RTX urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Tutanota's offer. RTX encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. 

RTX requests that a copy of this release be included with all distributions of materials relating to Tutanota's mini-tender offer related to shares of RTX common stock.

About RTX
RTX is the world's largest aerospace and defense company. With more than 185,000 global employees, we push the limits of technology and science to redefine how we connect and protect our world. Through industry-leading businesses – Collins Aerospace, Pratt & Whitney and Raytheon – we are advancing aviation, engineering integrated defense systems for operational success, and developing next-generation technology solutions and manufacturing to help global customers address their most critical challenges. The company, with 2024 sales of more than $80 billion, is headquartered in Arlington, Virginia.

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SOURCE RTX

FAQ

What is the Tutanota mini-tender offer for RTX (NYSE: RTX)?

Tutanota offered to buy up to 500,000 RTX shares at $130.00 per share, representing <0.04% of outstanding shares.

Why does RTX recommend shareholders reject the Tutanota offer?

RTX says the $130.00 price is below recent market prices (about 31.72% below the Jan 6, 2026 close) and the offer is subject to multiple conditions.

Can RTX shareholders withdraw shares already tendered to Tutanota?

Yes; shareholders who tendered may withdraw their shares by following Tutanota's withdrawal procedures before the offer expires at 5:00 p.m. EST on Jan 12, 2026.

How does the Tutanota mini-tender differ from larger tender offers under SEC rules?

Mini-tender offers seek <5% of shares and can avoid certain SEC disclosure and procedural requirements that apply to offers exceeding 5%.

Does the Tutanota offer depend on any conditions for RTX stock?

Yes; the offer is conditioned on the closing price per share exceeding $130.00 on the last trading day before expiration and on Tutanota obtaining financing.