On 5 June 2026, the final wave of amendments to the Prospectus Regulation (the PR) and the Market Abuse Regulation (MAR) under the EU Listing Act will take effect. These are some of the most significant amendments introduced by the Listing Act, which was published in November 2024 and applied on a phased basis.
Prospectus Regulation
1. Simplified disclosure and further standardisation
With regards to the PR, one of the most noteworthy changes is the introduction of a new standardised and streamlined format for prospectuses. On 7 May 2026, the European Commission published a Delegated Act (the Amending Act) to amend Delegated Regulation (EU) 2019/980.
The Amending Act:
- provides for shorter prospectuses
- sets out a standardised format and required sequencing of information
- harmonises and clarifies the processes for scrutiny and approval of prospectuses
- outlines new disclosure requirements for non-equity securities with ESG elements
Due to delays at EU level, the Amending Act will not be finalised before the 5 June deadline and likely will not be published before August 2026. The European Securities and Markets Authority (ESMA) last month issued a public statement in which it recommends that stakeholders rely on the provisions of the Amending Act even though it is still undergoing scrutiny and is not yet binding.
A second Delegated Act amending the regulatory technical standards laid down in Delegated Regulation (EU) 2019/979 was published in the Official Journal of the EU today (2 June 2026). This regulation updates the machine‑readable data required for new prospectus types and updates the list of documents that may be incorporated by reference into a prospectus (such as pre‑issuance sustainability disclosures under the European Green Bonds Regulation).
A third delegated act is also awaited. This concerns the content and formatting requirements for the two new prospectus types that went live on 5 March 2026 – the EU Follow-on prospectus and the EU Growth issuance prospectus.
Further implementing and delegated acts concerning, among other things, the layout of summaries and the conditions for third country equivalence, are planned, but they will not be adopted by the European Commission before 1 October 2027 as part its de-prioritisation of Level 2 acts in financial services legislation.
2. Changes to exemption thresholds
Also from 5 June 2026, Member States will have the option of raising/lowering their national thresholds for public offers of securities not requiring a prospectus to a figure between €5m and €12m. Ireland has decided that the domestic threshold will be raised from €8m to €12m, but that a summary prospectus will be required. These amendments require changes to Ireland’s European Union (Prospectus) Regulations 2019 to be availed of here. It is hoped that these legislative changes will be carried out swiftly.
In addition, the exemption for public offers of securities with a total consideration in the EU of less than €1m will be removed and the ‘admission to trading’ exemption threshold for secondary issuances will increase from 20% to 30%.
Impact on existing prospectuses
Any prospectuses approved by a national competent authority before 5 June will be grandfathered for the remainder of their 12-month duration and will not need to comply with the new requirements.
Market Abuse Regulation
1. Delayed disclosure
As part of the Listing Act, the delayed disclosure regime for inside information under MAR has been reformed. From 5 June 2026, issuers need only disclose the final event in a protracted process, meaning that disclosure of intermediate steps will no longer be required. This amendment relates to the disclosure obligation only; the intermediate step will continue to constitute inside information if it meets the criteria. The confidentiality of the information must therefore continue to be ensured.
The condition that delay should not be "likely to mislead the public" is also being replaced with the condition that the delayed inside information is not contrary to the most recent previous public announcement by the company on the matter to which the inside information relates.
As with the PR, the delegated act supplementing MAR will not be finalised by 5 June 2026.
The Delegated Act as regards the disclosure of inside information in protracted processes and delay of disclosure was adopted by the European Commission on 8 April and is currently undergoing a three-month period of scrutiny by the European Parliament and the Council of the EU. This act clarifies the conditions under which disclosure may be delayed and sets out:
- a non-exhaustive list of final events or circumstances in protracted processes that require disclosure, along with the timing of such disclosure
- situations where the inside information that an issuer or an emission allowance market participant intends to delay disclosing is in contrast with the latest public announcement or communication on the same matter to which the inside information refers
ESMA guidelines
ESMA launched a consultation in February 2026, proposing amendments to the MAR Guidelines on delay of disclosure of inside information. The consultation closed on 29 April, but ESMA’s final, revised guidelines are not expected until Q4 2026. This means that the current ESMA guidelines will be slightly out-of-step with the revised regime until the revised guidelines are published.
2. Managers’ transactions
From 4 December 2024, as well as raised thresholds for transactions required to be disclosed by persons discharging managerial responsibilities (PDMRs) and persons closely associated with them (PCAs), MAR has also been amended to expand the exemptions to the prohibition on trading during closed periods for PDMRs and PCAs. The Listing Act included financial instruments other than shares in the scope of these exemptions, but this necessitates an amendment to Delegated Regulation (EU) 2016/522. The delegated act providing for this and other, related amendments, is expected over the summer.
Advice for issuers
The above developments are a lot to digest. Issuers and relevant stakeholders should initially factor longer periods for preparing their prospectuses and engaging with competent authorities into their timelines. While ESMA is advising issuers and other stakeholders to follow the draft delegated acts, where they exist, it will take time for the new rules and standards to bed in.
With regards to MAR, issuers are advised to review and update internal disclosure regimes to reflect the new rules on delay. Once the final MAR Guidelines are published, these should be reviewed again to ensure continued alignment. When assessing disclosure obligations, issuers with a secondary listing in the UK should also be mindful that these changes represent an area of regulatory divergence with UK MAR (which has not been amended in the same way).
For more information on this and related topics, please contact any member of ALG's Corporate and M&A group.
