UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
FT VEST HEDGED EQUITY INCOME FUND: SERIES B2
(Name of Subject Company (Issuer))
FT VEST HEDGED EQUITY INCOME FUND: SERIES B2
(Name of Filing Person(s) (Issuer))
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Ann Maurer
235 W. Galena Street
Milwaukee, WI 53212
(414) 299-2270
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
June 18, 2026
(Date Tender Offer First
Published,
Sent or Given to Security Holders)
| ¨ | 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. |
| x | 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: x
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the U.S. Securities and Exchange Commission on June 18, 2026 by FT Vest Hedged Equity Income Fund: Series B2 (the “Fund”) in connection with an offer (the “Offer”) by the Fund to purchase shares of beneficial interest (“Shares”) in the Fund in an aggregate amount up to $2,100,000 on the terms and subject to the conditions set out in the Offer to Purchase (as defined in the Statement) and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C, respectively, to the Statement on June 18, 2026.
This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
1. Holders of Shares in the Fund (“Shareholders”) that desired to tender Shares, or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on July 21, 2026.
2. As of July 21, 2026, zero (0) Shareholders validly tendered Shares and did not withdraw such tenders prior to the expiration of the Offer.
3. The net asset value of the Shares tendered pursuant to the Offer was calculated as of July 31, 2026 in the amount of $0.
4. Zero (0) Shareholders tendered their entire Shares in the Fund.
Except as specifically provided herein, the information contained in the Statement, Offer to Purchase and the related Letter of Transmittal previously filed on June 18, 2026 (collectively, the “Tender Offer Materials”) remains unchanged and this final amendment does not modify any of the information previously reported in the Tender Offer Materials.
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Item 1 through Item 9 and Item 11
The information set forth in the Tender Offer Materials is incorporated herein by reference into the final amendment in answer to Items 1 through 9 and Item 11 of Schedule TO.
Item 12(a). Exhibits
Not applicable
Item 12(b). Filing Fee
Calculation of Filing Fee Tables are attached herewith.
Item 13. Information Required by Schedule 13E-3
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
| FT VEST HEDGED EQUITY INCOME FUND: SERIES B2 | ||
| By: | /s/ Michael Peck | |
| Name: Michael Peck | ||
| Title: President | ||
| August 21, 2026 | ||
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EXHIBIT INDEX
EXHIBIT
| EX-FILING FEES | Calculation of Filing Fee Tables |
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