Eaton Vance (EVV) files press release ahead of preferred-share tender expiry

Rhea-AI Filing Summary

The Eaton Vance Limited Duration Income Fund amended its Schedule TO to report results and to state that it issued a press release on May 26, 2026

The Fund offered to purchase for cash up to 100% of its outstanding Auction Preferred Shares, Series A–E at a price equal to 98% of the $25,000 liquidation preference (or $24,500 per share), plus accrued unpaid dividends. The Offer was set to expire on May 29, 2026.

Insights

Corporate Finance Analyst

Schedule TO updated to note a May 26, 2026 press release ahead of the offer's May 29, 2026 expiration.

The Schedule TO covers a cash tender offer to buy up to 100% of the Fund's Auction Preferred Shares at 98% of the $25,000 liquidation preference (or $24,500 per share), plus accrued dividends. The amendment states a press release was issued on May 26, 2026.

Cash‑flow treatment and detailed results are in the referenced exhibits and the Offer documents; subsequent filings or the exhibit may show acceptance totals or payment timing.

Key Figures

Offer coverage: 100% Liquidation preference: $25,000 Offer price: 98% +3 more

6 metrics

Offer coverage 100% up to 100% of outstanding preferred shares

Liquidation preference $25,000 liquidation preference per preferred share

Offer price 98% price equal to 98% of the $25,000 liquidation preference

Per-share cash amount $24,500 98% of $25,000 per share, net to seller, plus accrued dividends

Press release date May 26, 2026 press release filed as Exhibit (a)(5)(iii)

Offer expiration May 29, 2026 Offer expiration date referenced in the amendment

Key Terms

Tender Offer, Auction Preferred Shares, Letter of Transmittal, Liquidation preference

4 terms

Tender Offer financial

"Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of all of its outstanding preferred shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Auction Preferred Shares financial

"designated Auction Preferred Shares, Series A, B, C, D and E"

Auction preferred shares are a type of preferred stock that pays regular income with the payment rate set periodically through a bidding process rather than fixed forever. Think of it like buying a concert seat where the ticket price (the income rate) is determined by an auction among buyers; the result decides what new investors will receive until the next auction. They matter to investors because they offer potentially higher income tied to market demand but also bring interest-rate, auction, and liquidity risks and sit ahead of common stock for dividend and liquidation priority.

Letter of Transmittal regulatory

"the Offer to Purchase and the related Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Liquidation preference financial

"liquidation preference of $25,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:51 PM Learn about SEC filing dates

FAQ

What does EVV's amendment say about the tender offer?

It states a press release was issued on May 26, 2026 regarding the offer's upcoming expiration. The amendment adds that press release as Exhibit (a)(5)(iii) and incorporates the Offer and Letter of Transmittal previously filed.

What price is EVV offering for its preferred shares?

The Fund offered to pay 98% of the $25,000 liquidation preference, equal to $24,500 per share. The price is net to the seller in cash plus any unpaid dividends accrued prior to the Offer's expiration.

Which classes of preferred shares are included in EVV's offer?

The Offer covers Auction Preferred Shares, Series A, B, C, D, and E. The amendment confirms the Schedule TO relates to those series and the related Offer to Purchase and Letter of Transmittal.

When did EVV's tender offer expire?

The Offer was set to expire on May 29, 2026. The amendment notes a press release on May 26, 2026 about the upcoming expiration and files that release as an exhibit to the Schedule TO.

How much of the outstanding preferred shares could the Fund purchase?

The Fund offered to purchase up to 100% of its outstanding Auction Preferred Shares. The Offer terms and any conditions are described in the previously filed Offer to Purchase and Letter of Transmittal.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934

(Amendment No. 1)

Eaton Vance Limited Duration Income Fund
(Name of Subject Company (Issuer))

Eaton Vance Limited Duration Income Fund
(Name of Filing Person (Issuer))

Auction Preferred Shares Series A, B, C, D, and E Par Value $.01 Per Share
(Title of Class of Securities)

Series A - 27828H204
Series B - 27828H303
Series C - 27828H402
Series D - 27828H501
Series E - 27828H600
(CUSIP Number of Class of Securities)

Deidre E. Walsh

Eaton Vance Management

One Post Office Square

Boston, Massachusetts 02109

(617) 672-8305
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐	third party tender offer subject to Rule 14d-1.
☒	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

Items 1 through 9 and Item 11.

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Eaton Vance Limited Duration Income Fund, a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Fund”). Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of all of its outstanding preferred shares of beneficial interest, par value $0.01 per share and a liquidation preference of $25,000 per share, designated Auction Preferred Shares, Series A, B, C, D and E (the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated April 30, 2026 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with any amendments or supplements thereto, collectively constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

The price to be paid for the Preferred Shares is an amount per share, net to the seller in cash, equal to 98% of the liquidation preference of $25,000 per share (or $24,500 per share), plus any unpaid dividends accrued prior to the expiration date of the Offer, less any applicable withholding taxes and without interest. The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO to indicate that, on May 26, 2026, the Fund issued a press release regarding the upcoming expiration of the Offer on May 29, 2026, as previously disclosed. Only those items amended are reported in this Amendment No. 1. The information set forth in Schedule TO is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent amended and supplemented by the information provided herein and the exhibit filed herewith.

You should read this Amendment No. 1 together with Schedule TO, and all exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may have been amended or supplemented from time to time.

Item 11.

Item 11 is hereby amended and supplemented by adding at the end thereof the following text:

“On May 26, 2026, the Fund issued a press release regarding the upcoming expiration of the Offer. A copy of the press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(iii) Press Release issued on May 26, 2026.

Item 13. Information Required by Schedule 13e-3.

Not applicable.

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Eaton Vance Limited Duration Income Fund
	By:	/s/ Kenneth A. Topping
	Name:	Kenneth A. Topping
	Title:	President
		Dated as of May 26, 2026

Exhibit Index

Exhibit No.	Document
(a)(5)(iii)	Press Release issued on May 26, 2026.