Yatra updates response to $1.10 tender offer

Rhea-AI Filing Summary

Yatra Online, Inc. (YTRA) filed Amendment No. 1 to its Schedule 14D-9 in response to an unsolicited partial tender offer by Magna Holdings Ltd. to purchase up to 20,000,000 ordinary shares, representing approximately 31% of Yatra’s issued and outstanding shares on an as-converted basis as of June 30, 2026, at $1.10 per share in cash, without interest and subject to withholding taxes. This amendment primarily updates the exhibit list to include a cover letter to stockholders and a press release, both dated September 1, 2026; all other disclosure in the prior statement remains unchanged.

Key Figures

Maximum shares subject to tender offer: 20,000,000 shares Portion of issued and outstanding shares: 31% Tender offer price: $1.10 per Share +1 more

4 metrics

Maximum shares subject to tender offer 20,000,000 shares Ordinary shares Magna Holdings Ltd. seeks to purchase in its partial tender offer

Portion of issued and outstanding shares 31% Approximate percentage of Yatra’s issued and outstanding Shares on an as-converted basis as of June 30, 2026

Tender offer price $1.10 per Share Cash consideration offered per Yatra ordinary share, without interest and less applicable withholding taxes

Amendment date September 1, 2026 Date the amended Schedule 14D-9 was signed by Yatra’s Chief Executive Officer

Key Terms

partial tender offer, Solicitation/Recommendation Statement, Schedule 14D-9, as-converted basis

4 terms

partial tender offer financial

"relates to the unsolicited partial tender offer by Magna Holdings Ltd."

A partial tender offer is a public proposal to buy a specified number or percentage of a company's outstanding shares, rather than all of them, at a stated price and within a set time. Investors who tender shares may have them accepted on a pro rata basis if more shares are offered than the buyer seeks. It matters because it can change who controls the company, affect share liquidity, and create a temporary premium or trading volatility.

Solicitation/Recommendation Statement regulatory

"amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9"

A solicitation/recommendation statement is a public message from a company, board member, shareholder or advisor that asks investors to take a specific action—such as voting a proxy, tendering shares, or accepting or rejecting an offer—and explains which choice the issuer recommends. It matters to investors because these statements aim to shape outcomes that affect ownership, control or value, and they are often subject to disclosure rules so readers can judge the source’s motives and reliability; think of it like a persuasive letter that also must show who wrote it and why.

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement on Schedule 14D-9"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

as-converted basis financial

"representing approximately 31% of the Company’s issued and outstanding Shares (on an as-converted basis)"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What tender offer affecting YTRA is described in this Schedule 14D-9/A?

The filing addresses an unsolicited partial tender offer by Magna Holdings Ltd. to purchase up to 20,000,000 Yatra ordinary shares, representing about 31% of issued and outstanding shares on an as-converted basis as of June 30, 2026, at $1.10 per share in cash.

What percentage of Yatra Online, Inc. (YTRA) shares are targeted in the Magna tender offer?

Magna Holdings Ltd. is offering to purchase shares representing approximately 31% of Yatra’s issued and outstanding ordinary shares on an as-converted basis as of June 30, 2026, through a partial tender offer.

What is the cash price per share in the Magna tender offer for YTRA?

The offer price is $1.10 per Yatra ordinary share, payable in cash, without interest and subject to any applicable withholding taxes, as disclosed in the amendment to the Schedule 14D-9.

How many Yatra (YTRA) shares are subject to Magna’s partial tender offer?

Magna Holdings Ltd. is seeking to purchase up to 20,000,000 ordinary shares of Yatra Online, Inc. through its unsolicited partial tender offer described in the amended Schedule 14D-9.

What does this Amendment No. 1 to YTRA’s Schedule 14D-9 change?

Amendment No. 1 mainly updates Item 9. Exhibits to add a cover letter to Yatra’s Schedule 14D-9 and a related press release, both dated September 1, 2026. It states that other information in the original statement remains unchanged.

Who signed the amended Schedule 14D-9 for Yatra Online, Inc. (YTRA)?

The amendment is signed by Siddhartha Gupta, who is identified as the Chief Executive Officer of Yatra Online, Inc., certifying the truth, completeness and correctness of the information to the best of his knowledge and belief.

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

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Available on EDGAR 09/01/2026 - 04:25 PM EDT Accepted by SEC EDGAR 09/01/2026 - 04:25 PM EDT Learn about SEC filing dates

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

_____________________________________

SCHEDULE 14D-9

Solicitation/Recommendation Statement
under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)

_____________________________________

YATRA ONLINE, INC. (Name of Subject Company)

_____________________________________

YATRA ONLINE, INC. (Name of Person Filing Statement)

_____________________________________

Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)

G98338109
(CUSIP Number of Class of Securities)

_____________________________________

Siddhartha Gupta
Chief Executive Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272, 4th Floor
Udyog Vihar, Phase II, Sector-20
Gurugram-122008, Haryana, India
+91-124-4591700

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)

_____________________________________

With copies to:

Jocelyn Arel

Robert Masella

Leonard Wood

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

(212) 459-7058

_____________________________________

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

Introduction

This Amendment No. 1 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Yatra Online, Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), with the Securities and Exchange Commission on September 1, 2026. The Statement relates to the unsolicited partial tender offer by Magna Holdings Ltd., a British Virgin Islands private company limited by shares, to purchase up to 20,000,000 of the issued and outstanding ordinary shares of the Company, par value $0.0001 per share (the “Shares”), representing approximately 31% of the Company’s issued and outstanding Shares (on an as-converted basis) as of June 30, 2026, for $1.10 per Share in cash, without interest and less any applicable withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.

The Statement is hereby amended and supplemented as follows:

Item 9. Exhibits

The following exhibits are filed with this Statement:

Exhibit No.		Description
(a)(2)		Cover letter to the Company’s 14D-9, issued on September 1, 2026.
(a)(3)		Press release issued by the Company on September 1, 2026.

1

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.

Date: September 1, 2026

YATRA ONLINE, INC.

By:		/s/ Siddhartha Gupta
		Siddhartha Gupta
		Chief Executive Officer

2