Yatra Online: Magna accepts about 414K tendered shares

Magna stated that all offer conditions were satisfied or waived and expected to pay for the accepted shares on October 2, 2026.

Rhea-AI Filing Summary

Yatra Online, Inc. amended its tender-offer disclosure to report that Magna Holdings Ltd.'s offer for up to 20,000,000 ordinary shares at $1.10 per share expired on September 25, 2026, without extension. Magna said approximately 414,256 shares were validly tendered and not withdrawn, all offer conditions had been satisfied or waived as of expiration, and it accepted the shares for payment. Magna expected to pay on October 2, 2026; after the purchase, it would own approximately 0.65% of Yatra's outstanding shares.

Key Figures

Maximum shares sought: Up to 20,000,000 ordinary shares Offer price: $1.10 per share Shares accepted for payment: Approximately 414,256 shares +2 more

5 metrics

Maximum shares sought Up to 20,000,000 ordinary shares Magna's tender offer

Offer price $1.10 per share Cash, without interest and less applicable withholding taxes

Shares accepted for payment Approximately 414,256 shares Validly tendered and not withdrawn

Magna ownership after purchase Approximately 0.65% Of Yatra's outstanding shares

Offer as a share of outstanding shares Approximately 31% On an as-converted basis as of June 30, 2026

Key Terms

partial tender offer, as-converted basis, tender agent, validly tendered

4 terms

partial tender offer financial

"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.

as-converted basis financial

"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.

tender agent financial

"Equiniti Trust Company, LLC, the tender agent for the Offer"

A tender agent is the neutral third party hired to run a tender offer — the process where a buyer invites shareholders to sell their shares at a set price. Think of them as the project manager who collects acceptances, verifies ownership, handles paperwork and payments, and ensures rules are followed; investors rely on them to get paid correctly and on time and to have the offer executed transparently and fairly.

validly tendered financial

"approximately 414,256 Shares were validly tendered in the Offer"

FAQ

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

How many YTRA shares did Magna accept in its tender offer?

Magna accepted approximately 414,256 Yatra Online ordinary shares for payment and expected to pay for them on October 2, 2026. Magna said its tender agent reported that these shares were validly tendered and not withdrawn, and that all offer conditions had been satisfied or waived as of the September 25, 2026 expiration.

What were the terms of Magna's offer for YTRA shares?

Magna offered to purchase up to 20,000,000 ordinary shares for $1.10 per share in cash, without interest and less applicable withholding taxes. The offer amount represented approximately 31% of Yatra's issued and outstanding shares on an as-converted basis as of June 30, 2026.

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

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Available on EDGAR 09/30/2026 - 05:02 PM Accepted by SEC EDGAR 09/30/2026 - 05:02 PM 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. 4)

___________________________

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. 4 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, as amended by Amendment No. 1 thereto filed on September 1, 2026, Amendment No. 2 thereto filed on September 14, 2026 and Amendment No. 3 filed on September 21, 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. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement.

The Statement is hereby amended and supplemented as follows:

Item 2. Identity and Background of Filing Person; Item 4. The Solicitation or Recommendation

Item 2 of the Statement and Item 4 of the Statement are hereby amended and supplemented as follows:

The following text is hereby added after the last paragraph under the caption “Tender Offer” in Item 2 of the Statement and after the last paragraph under the caption “The Magna Offer” in Item 4 of the Statement:

The Offer expired at 12:00 midnight (one minute after 11:59 p.m.), New York City time, on September 25, 2026 and was not extended. On September 29, 2026, Magna filed Amendment No. 3 to the Schedule TO announcing the results of the Offer. Magna stated that Equiniti Trust Company, LLC, the tender agent for the Offer, had advised Magna that a total of approximately 414,256 Shares were validly tendered in the Offer and not validly withdrawn, that all of the conditions to the Offer had been satisfied or waived as of the expiration of the Offer, that Magna has accepted such Shares for payment and expects to pay for such Shares on October 2, 2026 in accordance with the terms of the Offer, and that, as a result of the purchase of such Shares, Magna will own approximately 0.65% of the outstanding Shares.

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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 30, 2026

		YATRA ONLINE, INC.
		By:		/s/ Siddhartha Gupta
				Siddhartha Gupta
				Chief Executive Officer

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