Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (Text with EEA relevance)

‘6 The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 30 % of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.’

‘1 Without prejudice to Article 1(4) and to paragraphs 2 and 2a of this Article, securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation.

2 Without prejudice to Article 4, offers of securities to the public shall be exempted from the obligation to publish a prospectus set out in paragraph 1 provided that: (a) such offers are not subject to notification in accordance with Article 25; (b) the total aggregated consideration in the Union for the securities offered is less than EUR 12000000 per issuer or offeror calculated over a period of 12 months.

2a By way of derogation from paragraph 2, point (b), Member States may exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that the total aggregated consideration in the Union for the securities offered is less than EUR 5000000 per issuer or offeror calculated over a period of 12 months.

2b Member States shall notify the Commission and ESMA where they decide to adopt the exemption threshold of EUR 5000000 laid down in paragraph 2a. Member States shall also notify the Commission and ESMA where they subsequently decide to adopt instead the exemption threshold of EUR 12000000 referred to in paragraph 2, point (b).

2c The total aggregated consideration for the securities offered to the public, as referred to in paragraph 2, point (b), and in paragraph 2a, shall take into account the total aggregated consideration of all ongoing offers of securities to the public and offers of securities to the public made within the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public for which a prospectus was published or that were subject to any exemption from the obligation to publish a prospectus pursuant to Article 1(4), first subparagraph. Moreover, the total aggregated consideration of the securities offered to the public shall include all types and classes of securities offered.

2d Where an offer of securities to the public is exempted from the obligation to publish a prospectus pursuant to paragraph 2, point (b), or paragraph 2a, a Member State may require the issuer to file and make available to the public in accordance with the arrangements set out in Article 21(2) a document containing the information set out in Article 7(3) to (10) and (12), or a document containing the information requirements at national level, provided that the extent and level of such information is equivalent to or lower than the information set out in Article 7(4) to (10) and (12).’

‘1 Where an offer of securities to the public or an admission of securities to trading on a regulated market is exempted from the obligation to publish a prospectus in accordance with Article 1(4) or (5), or Article 3(2) or (2a), an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to voluntarily draw up a prospectus in accordance with this Regulation.’

‘2 The prospectus shall be a document of a standardised format and the information disclosed in a prospectus shall be presented in a standardised sequence, in accordance with the delegated acts referred to in Article 13(1). The information in a prospectus shall be written and presented in an easily analysable, concise and comprehensible form, taking into account the factors set out in paragraph 1, second subparagraph, of this Article. By way of derogation from the first subparagraph, from paragraphs 4 and 5 and from the requirements set out in the implementing technical standards adopted pursuant to paragraph 8 of this Article, information included in a universal registration document may be included without regard to the standardised format, the standardised sequence, the maximum length, the template and the layout including the font size and style requirements.’

‘4 A prospectus that relates to shares shall be of a maximum length of 300 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

5 The summary, the information incorporated by reference in accordance with Article 19, the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Commission Delegated Regulation (EU) 2019/980 , or the information to be provided in the case of a significant gross change, as defined in Article 1, point (e), of that Delegated Regulation, shall not be taken into account for the maximum length referred to in paragraph 4 of this Article.

6 By way of derogation from paragraph 2, first subparagraph, and paragraphs 4 and 5, when securities are to be admitted to trading on a regulated market in the Union and are simultaneously offered to or privately placed with investors in a third country where an offering document is prepared under law, rule or market practice, the requirements in respect of standardised format, standardised sequence, maximum length, and the template and layout of prospectuses, including font size and style requirements, shall not apply to the prospectus for the admission to trading on a regulated market of those securities.

7 ESMA shall develop guidelines on comprehensibility and on the use of plain language in prospectuses to ensure that the information provided therein is concise, clear and user friendly depending on the type of prospectus and the type of investors targeted.

8 ESMA shall develop draft implementing technical standards to specify the template and layout of prospectuses, including the font size and style requirements, depending on the type of prospectus and the type of investors targeted. ESMA shall submit those draft implementing technical standards to the Commission by 5 December 2025. Power is delegated to the Commission to supplement this Regulation by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.

‘12a By way of derogation from paragraphs 3 to 12 of this Article, an EU Follow-on prospectus drawn up in accordance with Article 14a, or an EU Growth issuance prospectus drawn up in accordance with Article 15a, shall contain a summary drawn up in accordance with this paragraph. The summary of an EU Follow-on prospectus or of an EU Growth issuance prospectus shall be drawn up as a short document written in a concise manner and of a maximum length of seven sides of A4-sized paper when printed. The summary of an EU Follow-on prospectus or of an EU Growth issuance prospectus shall not contain cross-references to other parts of the prospectus or incorporate information by reference and shall comply with the following requirements: (a) it shall be presented and laid out in a way that is easy to read, using characters of readable size; (b) it shall be written in a language that is clear, non-technical, concise and comprehensible for investors and in a style that facilitates understanding of the information; (c) it shall be made up of the following sections in the following order: (i) an introduction, containing all of the information referred to in paragraph 5 of this Article, including warnings and the date of approval of the EU Follow-on prospectus or of the EU Growth issuance prospectus; (ii) key information on the issuer; (iii) key information on the securities, including the rights attached to those securities and any limitations on those rights; (iv) key information on the offer of securities to the public or the admission to trading on a regulated market, or both; (v) where there is a guarantee attached to the securities, key information on the guarantor and on the nature and scope of the guarantee. Without prejudice to the third subparagraph, points (a) and (b), the summary of an EU Follow-on prospectus or of an EU Growth issuance prospectus may present or summarise information in the form of charts, graphs or tables. Where the summary of an EU Follow-on prospectus, or of an EU Growth issuance prospectus, contains the information referred to in the third subparagraph, point (c)(v), the maximum length referred to in the second subparagraph shall be extended by one additional side of A4-sized paper per guarantor, provided that the additional sides of A4-sized paper are dedicated to the description of the guarantors.’

‘14 ESMA shall develop guidelines on comprehensibility and on the use of plain language in summaries to ensure that the information provided therein is concise, clear and user friendly.

15 In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to specify the template and layout of the summaries, including the font size and style requirements. ESMA shall submit those draft implementing technical standards to the Commission by 5 December 2025. Power is delegated to the Commission to supplement this Regulation by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’

‘1 By 5 June 2026, the Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, avoiding duplication of information when a prospectus is composed of separate documents.’

‘1a For the purposes of paragraph 1, second subparagraph, point (g), when setting out the various prospectus schedules, the following shall apply: (a) the prospectus for a European Green Bond as referred to in Article 1, point (a), of Regulation (EU) 2023/2631 of the European Parliament and of the Council shall incorporate by reference the relevant information contained in the European Green Bond factsheet as referred to in Article 10 of that Regulation; (b) the prospectus for a bond marketed as environmentally sustainable or for a sustainability-linked bond, as referred to in Article 1, point (c), of that Regulation, shall include the relevant optional disclosures set out in that Regulation, provided that the issuer has opted in to those optional disclosures.

‘3 The delegated acts referred to in paragraphs 1 and 2 shall comply with Annexes I, II and III to this Regulation.’

1 The following persons may draw up an EU Follow-on prospectus in the case of an offer of securities to the public or of an admission to trading of securities on a regulated market: (a) issuers whose securities have been admitted to trading on a regulated market continuously for at least the 18 months preceding the offer to the public or the admission to trading on a regulated market of the new securities; (b) issuers whose securities have been admitted to trading on an SME growth market continuously for at least the 18 months preceding the offer to the public of the new securities; (c) issuers who seek admission to trading on a regulated market of securities fungible with securities that have been admitted to trading on an SME growth market continuously for at least the last 18 months preceding the admission to trading of the securities; (d) offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the 18 months preceding the offer of securities to the public. By way of derogation from the first subparagraph, an issuer who has only non-equity securities admitted to trading on a regulated market or an SME growth market shall not be allowed to draw up an EU Follow-on prospectus for the admission to trading of equity securities on a regulated market.

2 By way of derogation from Article 6(1), and without prejudice to Article 18(1), the EU Follow-on prospectus shall contain all information that investors need in order to understand all of the following: (a) the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer that have occurred since the end of the last financial year, if any; (b) the essential information on the securities, including the rights attached to those securities and any limitations on those rights; (c) the reasons for the issuance and its impact on the issuer, including on the overall capital structure of the issuer, and the use of proceeds.

3 The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision, taking into account the regulated information that has already been disclosed to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565 .

4 The EU Follow-on prospectus shall contain the minimum information set out in Annex IV or V, depending on the types of securities. An EU Follow-on prospectus containing the minimum information set out in Annex IV shall be drawn up as a single document. An EU Follow-on prospectus containing the minimum information set out in Annex V may be drawn up either as a single document or as separate documents.

5 An EU Follow-on prospectus that relates to shares shall be of a maximum length of 50 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

6 The summary, the information incorporated by reference in accordance with Article 19 of this Regulation, the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Delegated Regulation (EU) 2019/980, or the information to be provided in the case of a significant gross change, as defined in Article 1, point (e), of that Delegated Regulation, shall not be taken into account for the maximum length referred to in paragraph 5 of this Article.

7 The EU Follow-on prospectus shall be a document of a standardised format and the information disclosed in an EU Follow-on prospectus shall be presented in a standardised sequence based on the order of disclosure set out in Annex IV or V, depending on the types of securities.

8 The Commission shall, by 5 March 2026, adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the reduced content and the standardised format and sequence for the EU Follow-on prospectus. Those delegated acts shall be based on Annexes IV and V.

1 Without prejudice to Article 1(4), Article 3(2) and (2a), the following persons may draw up an EU Growth issuance prospectus in the case of an offer of securities to the public, provided that they have no securities admitted to trading on a regulated market: (a) SMEs; (b) issuers, other than SMEs, whose securities are, or are to be, admitted to trading on an SME growth market; (c) issuers, other than those referred to in points (a) and (b), where the total aggregated consideration in the Union for the securities offered to the public is less than EUR 50000000 calculated over a period of 12 months, and provided that such issuers have no securities traded on an MTF and have an average number of employees during the previous financial year of up to 499; (d) offerors of securities that have been issued by issuers as referred to in points (a) and (b). The total aggregated consideration for the securities offered to the public, as referred to in the first subparagraph, point (c), shall take into account the total aggregated consideration of all ongoing offers of securities to the public and offers of securities to the public made within the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public for which a prospectus was published or that were subject to any exemption from the obligation to publish a prospectus pursuant to Article 1(4), first subparagraph, or pursuant to Article 3(2) or (2a). Moreover, the total aggregated consideration of the securities offered to the public shall include all types and classes of securities offered.

2 By way of derogation from Article 6(1), and without prejudice to Article 18(1), an EU Growth issuance prospectus shall contain the relevant reduced and proportionate information that is necessary to enable investors to understand the following: (a) the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer since the end of the last financial year, if any, as well as its growth strategy; (b) the essential information on the securities, including the rights attached to those securities and any limitations on those rights; (c) the reasons for the issuance and its impact on the issuer, including on the overall capital structure of the issuer, and the use of proceeds.

3 The information contained in the EU Growth issuance prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, in particular retail investors, to make an informed investment decision.

4 The EU Growth issuance prospectus shall be drawn up as a single document containing the information set out in Annex VII or VIII, depending on the types of securities.

5 An EU Growth issuance prospectus that relates to shares shall be of a maximum length of 75 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

6 The summary, the information incorporated by reference in accordance with Article 19 or the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Delegated Regulation (EU) 2019/980, or the information to be provided in the case of a significant gross change, as defined in Article 1, point (e), of that Delegated Regulation, shall not be taken into account for the maximum length referred to in paragraph 5 of this Article.

7 The EU Growth issuance prospectus shall be a document of a standardised format and the information disclosed in an EU Growth issuance prospectus shall be presented in a standardised sequence based on the order of disclosure set out in Annex VII or Annex VIII, depending on the types of securities.

8 The Commission shall, by 5 March 2026, adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the reduced content and the standardised format and sequence for the EU Growth issuance prospectus. Those delegated acts shall be based on Annexes VII and VIII.’

1 A third country issuer may offer securities to the public in the Union or seek the admission to trading of securities on a regulated market established in the Union after prior publication of a prospectus drawn up and approved in accordance with, and which is subject to, the national laws of a third country (hereinafter “third country prospectus”), provided that all of the following conditions are met: (a) the Commission has adopted an implementing act in accordance with paragraph 4; (b) the third country issuer has filed the prospectus with the competent authority of its home Member State; (c) the third country issuer has provided written confirmation that the prospectus has been approved by a third country supervisory authority and has provided the contact details of that authority; (d) the prospectus fulfils the language requirements set out in Article 27; (e) all relevant advertisements disseminated in the Union by the third country issuer comply with the requirements set out in Article 22(2) to (5); (f) the competent authority of the home Member State or, where relevant, ESMA, has concluded cooperation arrangements with the relevant supervisory authorities of the third country issuer in accordance with Article 30.

2 Where, in accordance with paragraph 1, a third country issuer offers securities to the public or seeks an admission to trading on a regulated market in a Member State other than the home Member State, the requirements set out in Articles 24, 25 and 27 shall apply.

3 Where all criteria laid down in paragraph 1 are met, the third country issuer shall have the rights and be subject to all obligations in accordance with this Regulation under the supervision of the competent authority of the home Member State.

4 The Commission may adopt an implementing act, in accordance with the examination procedure referred to in Article 45(2), determining that the legal and supervisory framework of a third country ensures that a third country prospectus complies with legally binding requirements which are equivalent to the requirements referred to in this Regulation, provided that all of the following conditions are met: (a) the third country’s legally binding requirements ensure that the third country prospectus contains the necessary material information to enable investors to make an informed investment decision in a manner equivalent to the requirements laid down in this Regulation; (b) where retail investors are allowed to invest in securities for which a third country prospectus is drawn up, that prospectus contains a summary providing the key information that retail investors need in order to understand the nature and the risks of the issuer, the securities and, where applicable, the guarantor, and that is to be read together with the other parts of that prospectus; (c) the third country’s laws, regulations and administrative provisions on civil liability apply to the persons responsible for the information given in the prospectus, including at least to the issuer or its administrative, management or supervisory bodies, the offeror, the person asking for the admission to trading on a regulated market and, where applicable, the guarantor; (d) the third country’s legally binding requirements specify the validity of the third country prospectus and the obligation to supplement the third country prospectus where a significant new factor, material mistake or material inaccuracy of the information included in that prospectus could affect the assessment of the securities, as well as the conditions for investors to exercise their withdrawal rights in such a case; (e) the third country’s supervisory framework for the scrutiny and approval of third country prospectuses and the arrangements for the publication of third country prospectuses have an equivalent effect as the provisions referred to in Articles 20 and 21. The Commission may make the application of such implementing act subject to the effective and continuous compliance by a third country with any requirements set out in that implementing act.

5 The Commission is empowered to adopt delegated acts, in accordance with Article 44, to supplement this Regulation by specifying further the conditions referred to in paragraph 4.’

1 For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of the Member States or ESMA, upon the request of at least one competent authority, shall conclude cooperation arrangements concerning the exchange of information with supervisory authorities in third countries and the enforcement of obligations arising under this Regulation in third countries. Cooperation arrangements shall not be concluded with a third country that, in accordance with a delegated act in force adopted by the Commission pursuant to Article 9 of Directive (EU) 2015/849 of the European Parliament and of the Council , is on the list of jurisdictions which have strategic deficiencies in their national anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the Union, or that is listed in Annex I to the EU list of non-cooperative jurisdictions for tax purposes. Those cooperation arrangements shall ensure at least an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation. Before concluding a cooperation arrangement in accordance with the first subparagraph, a competent authority shall inform ESMA and the other competent authorities thereof.

2 For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, ESMA shall facilitate and coordinate the development of cooperation arrangements between the competent authorities and the relevant supervisory authorities of third countries. ESMA shall also, where necessary, facilitate and coordinate the exchange between competent authorities of information obtained from supervisory authorities of third countries that might be relevant to the taking of measures under Articles 38 and 39.

3 Cooperation arrangements on the exchange of information with supervisory authorities of third countries may be concluded only where the information disclosed is subject to guarantees of professional secrecy which are at least equivalent to those set out in Article 35. Such exchange of information shall be intended for the performance of the tasks of those supervisory authorities.

4 The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation by determining the minimum content of the cooperation arrangements referred to in paragraph 1 of this Article and the template document to be used for such cooperation arrangements.

1 Prospectuses approved until 4 June 2026 shall continue to be governed until the end of their validity by the version of this Regulation in force on the day of their approval.

2 By way of derogation from paragraph 1, prospectuses approved in accordance with Article 14 until 4 March 2026 shall continue to be governed by that Article until the end of their validity.

3 By way of derogation from paragraph 1, prospectuses approved in accordance with Article 15 until 4 March 2026 shall continue to be governed by that Article until the end of their validity.’

‘3 In order to benefit from the exemption laid down in paragraph 1, the issuer shall report all transactions relating to the buy-back programme to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014. The receiving competent authority shall, upon request, forward the information to the competent authorities of the trading venue on which the shares have been admitted to trading and are traded.’

‘4 The disclosing market participant shall be deemed to have disclosed inside information in the course of a market sounding in the normal exercise of a person’s employment, profession or duties for the purposes of Article 10(1) where that market participant opts to comply with the following conditions: (a) it obtained the consent of the person receiving the market sounding to receive inside information; (b) it informed the person receiving the market sounding that that person is prohibited from using that information, or attempting to use that information, by acquiring or disposing of, for that person’s own account or for the account of a third party, directly or indirectly, financial instruments relating to that information; (c) it informed the person receiving the market sounding that that person is prohibited from using that information, or attempting to use that information, by cancelling or amending an order which has already been placed concerning a financial instrument to which the information relates; (d) it informed the person receiving the market sounding that by agreeing to receive the information that person is obliged to keep the information confidential; (e) it made and maintained a record of all information given to the person receiving the market sounding, including the information given in accordance with points (a) to (d), and the identity of the potential investors to whom the information has been disclosed, including but not limited to the legal and natural persons acting on behalf of the potential investor, and the date and time of each disclosure; (f) it provided that record to the competent authority upon request.’

‘6 Where information that has been disclosed in the course of a market sounding ceases to be inside information according to the assessment of the disclosing market participant, the disclosing market participant shall inform the recipient accordingly, as soon as possible. That obligation shall not apply in cases where the information has otherwise been announced publicly. The disclosing market participant shall maintain a record of the information given in accordance with this paragraph and shall provide it to the competent authority upon request.

7 Notwithstanding this Article, persons receiving the market sounding shall assess for themselves whether they possess inside information.’

‘1 An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to inside information related to intermediate steps in a protracted process as referred to in Article 7(2) and (3) where those steps are connected with bringing about or resulting in particular circumstances or a particular event. In a protracted process, only the final circumstances or final event shall be required to be disclosed, as soon as possible after they have occurred.’

‘1a An issuer shall ensure the confidentiality of the information which meets the criteria of inside information as referred to in Article 7 until such time as that information is disclosed pursuant to paragraph 1 of this Article.’

‘4 An issuer or an emission allowance market participant may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met: (a) immediate disclosure is likely to prejudice the legitimate interests of the issuer or emission allowance market participant; (b) the inside information that the issuer or emission allowance market participant intends to delay is not in contrast with the latest public announcement or other type of communication by the issuer or emission allowance market participant on the same matter to which the inside information refers; (c) the issuer or emission allowance market participant is able to ensure the confidentiality of that information. Where an issuer or emission allowance market participant has delayed the disclosure of inside information under this paragraph, it shall inform the competent authority specified under paragraph 3 that disclosure of the information was delayed and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the information is disclosed to the public. Alternatively, Member States may provide that a record of such an explanation is to be provided only upon the request of the competent authority specified under paragraph 3. By way of derogation from the second subparagraph of this paragraph, an issuer whose financial instruments are admitted to trading only on an SME growth market shall provide a written explanation to the competent authority specified under paragraph 3 only upon request. As long as the issuer is able to justify its decision to delay, the issuer shall not be required to keep a record of that explanation.

4a Non-disclosure by an issuer of inside information related to intermediate steps in protracted processes, in accordance with paragraph 1, is not subject to the requirements laid down in paragraph 4.’

‘7 Where disclosure of inside information has been delayed in accordance with paragraph 4 or 5, or where inside information relating to intermediate steps in a protracted process has not been disclosed in accordance with paragraph 1, and the confidentiality of that inside information is no longer ensured, the issuer or the emission allowance market participant shall disclose that inside information to the public as soon as possible. This paragraph includes situations where a rumour explicitly relates to inside information the disclosure of which has been delayed in accordance with paragraph 4 or 5, or to inside information related to intermediate steps in a protracted process that has not been disclosed in accordance with paragraph 1, where that rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.’

‘11 ESMA shall issue guidelines to establish a non-exhaustive indicative list of the legitimate interests of issuers, as referred to in paragraph 4, first subparagraph, point (a).

12 The Commission shall be empowered to adopt a delegated act to set out and review, where necessary, a non-exhaustive list of the following: (a) final events or final circumstances in protracted processes and, for each event or circumstance, the moment when it is deemed to have occurred and is to be disclosed pursuant to paragraph 1; (b) situations in which the inside information that the issuer or the emission allowance market participant intends to delay is in contrast with the latest public announcement or other type of communication by the issuer or emission allowance market participant on the same matter to which the inside information refers, as referred to in paragraph 4, first subparagraph, point (b).’

‘9 ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraph 1 and in paragraph 6, first and second subparagraphs. ESMA shall submit those draft implementing technical standards to the Commission by 5 September 2025. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’

‘8 Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 20000 has been reached within a calendar year. The threshold of EUR 20000 shall be calculated by adding without netting all transactions referred to in paragraph 1.

9 A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 50000 or to decrease it to EUR 10000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher or lower threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.’

‘12 Without prejudice to Articles 14 and 15, an issuer may allow a person discharging managerial responsibilities within it to trade or to make transactions on its own account or for the account of a third party during a closed period as referred to in paragraph 11 of this Article: (a) on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial difficulty, which require the immediate sale of shares or financial instruments other than shares; or (b) due to the characteristics of the trading involved for transactions made under, or related to, an employee share or saving scheme and employees’ schemes concerning financial instruments other than shares, qualification or entitlement of shares and qualifications or entitlements of financial instruments other than shares, or transactions where the beneficial interest in the relevant security does not change;

12a Without prejudice to Articles 14 and 15, an issuer shall allow a person discharging managerial responsibilities within it to trade or to make transactions on its own account or for the account of a third party during a closed period as referred to in paragraph 11 of this Article in the case of transactions or trade activities that do not relate to active investment decisions undertaken by the person discharging managerial responsibilities, or that result exclusively from external factors or actions of third parties, or that are transactions or trade activities, including the exercise of derivatives, based on predetermined terms.’

‘1a ESMA shall, at the request of at least one competent authority, facilitate and coordinate the cooperation and exchange of information between competent authorities and regulatory authorities in other Member States and third countries. When justified by the character of the case, and at the request of the competent authority, ESMA shall contribute to the investigation of the case by the competent authority.’

1 Competent authorities supervising trading venues with a significant cross-border dimension shall, by 5 June 2026, set up a mechanism to permit the ongoing and timely exchange of order data on the financial instruments referred to in paragraph 4, point (a), and collected from those trading venues in accordance with Article 25 of Regulation (EU) No 600/2014. Competent authorities may delegate the set-up of the mechanism to ESMA. Where a competent authority submits a request for data under paragraph 4, the requested competent authority shall request that data from the relevant trading venue in a timely manner and not later than four working days from the date of the request. The requested data shall be made available to the competent authority that submitted the first request as soon as possible and no later than the deadline determined in paragraph 6, point (c). The ongoing and timely exchange of order data on the financial instruments referred to in paragraph 4, points (b) and (c), shall be made operational through the mechanism set up pursuant to the first subparagraph of this paragraph by 5 June 2028.

2 The relevant trading venue shall establish and maintain appropriate arrangements, systems and procedures to permit the ongoing and timely exchange of order data by 5 June 2026.

3 The request for ongoing order data from a competent authority may be submitted for a specific set of financial instruments.

4 A competent authority may obtain order data originating from a trading venue that has a significant cross-border dimension when that competent authority is the competent authority of the most relevant market referred to in Article 26 of Regulation (EU) No 600/2014 and that data could be relevant for the supervisory activities of that authority for the following financial instruments: (a) shares; (b) bonds; (c) futures.

5 A Member State may decide that its competent authority participates in the mechanism set up pursuant to paragraph 1 even if none of the trading venues under the supervision of such competent authority has a significant cross-border dimension. Such decision shall be communicated to ESMA which shall make it public on its website. Where a Member State makes a decision pursuant to the first subparagraph, that Member State and its competent authority shall comply with this Article.

6 ESMA shall develop draft implementing technical standards: (a) to specify the appropriate mechanism for the exchange of order data and in particular, to lay down the operational arrangements to ensure the swift transmission of information between competent authorities; (b) to determine appropriate arrangements, systems and procedures for trading venues to comply with paragraph 1, second subparagraph; and (c) to determine the format and the deadline for providing without delay the requested data in paragraph 1, second subparagraph. ESMA shall submit those draft implementing technical standards to the Commission by 5 September 2025. Power is delegated to the Commission to supplement this Regulation by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.

7 The Commission shall adopt delegated acts in accordance with Article 35 to establish a list of designated trading venues that have a significant cross-border dimension in the supervision of market abuse by taking into account, for each class of financial instruments, at least the following: (a) the trading volume on the trading venue; and (b) the trading volume on that trading venue in financial instruments for which the competent authority of the most relevant market referred to in Article 26 of Regulation (EU) No 600/2014 differs from the competent authority of the trading venue. With regard to shares, the criterion referred to in the first subparagraph, point (a), shall be measured as turnover in shares aggregated at the level of the trading venue, and shall not be below EUR 100 billion per year in any of the last four years. The criterion referred to in the first subparagraph, point (b), shall be defined as the ratio between the turnover in shares for which the competent authority of the most relevant market referred to in Article 26 of Regulation (EU) No 600/2014 is different from the competent authority of the trading venue and the total turnover in all shares traded on that venue in a year. That ratio shall not be below 50 %.

8 By 5 December 2027, ESMA shall submit a report to the Commission on the functioning of the mechanism set up pursuant to paragraph 1. That report shall cover at least the following: (a) a description of technical challenges faced by trading venues, competent authorities and ESMA during the implementation of the mechanism for shares; (b) the costs incurred by competent authorities and ESMA in the set-up of the mechanism for shares; (c) the functioning of the thresholds referred to in paragraph 7, second subparagraph. The report shall include a cost-benefit analysis linked to the future development of the mechanism set up pursuant to paragraph 1 with regard to the inclusion in its scope of possible relevant financial instruments, including bonds and futures. The report shall also include recommendations on the extension of the scope to the financial instruments referred to in paragraph 4, taking into account the added value, technical challenges and expected costs.

9 The Commission shall adopt delegated acts in accordance with Article 35 to amend paragraphs 4 and 7 of this Article by updating the financial instruments and the list of designated trading venues with a significant cross-border dimension, and amending paragraph 1, third subparagraph, to postpone the extension of the scope of the mechanism set up pursuant to paragraph 1 to bonds and futures, taking into account the report mentioned in paragraph 8 of this Article, the developments in financial markets and the capacity of competent authorities to process the data on those financial instruments.

1 ESMA may, at the request of one or more competent authorities, in the case of serious concerns about market integrity or the orderly functioning of markets, set up and coordinate a collaboration platform.

2 Without prejudice to Article 35 of Regulation (EU) No 1095/2010, at the request of ESMA, the relevant competent authorities shall provide all necessary information in a timely manner.

3 Where two or more competent authorities of a collaboration platform disagree about the procedure or content of an action to be taken, or inaction, ESMA may, at the request of any relevant competent authority, assist the competent authorities in reaching an agreement in accordance with Article 19(1), first subparagraph, of Regulation (EU) No 1095/2010. ESMA may also, at the request of one or more competent authorities, coordinate on-site inspections. The competent authority of the home Member State as well as other relevant competent authorities of the collaboration platform may invite ESMA to participate in such on-site inspections. ESMA may also, at the request of one or more competent authorities, set up a collaboration platform jointly with the Agency for the Cooperation of Energy Regulators (ACER) and the public bodies monitoring wholesale commodity markets where the concerns about market integrity and the orderly functioning of markets affect both financial and spot markets.’

1 Competent authorities of a Member State may transfer personal data to a third country provided that the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council are fulfilled and only on a case-by-case basis. Competent authorities shall ensure that such a transfer is necessary for the purpose of this Regulation and that the third country does not transfer the data to another third country unless it is given express written authorisation to do so and complies with the conditions specified by the competent authority of the Member State concerned.

2 Competent authorities of a Member State shall only disclose personal data received from a competent authority of another Member State to a supervisory authority of a third country where the competent authority of the Member State concerned has obtained express agreement from the competent authority which transmitted the data and, where applicable, provided that the data are disclosed solely for the purposes for which that competent authority gave its agreement.

‘2 The operator of a trading venue shall keep at the disposal of the competent authority, for at least five years, the relevant data relating to all orders in financial instruments which are advertised through their systems in a machine-readable format and using a common template. The competent authority of the trading venue may request those data on an ongoing basis. The records shall contain the relevant data that constitute the characteristics of the order, including those that link an order with the executed transactions that stem from that order and the details of which shall be reported in accordance with Article 26(1) and (3). ESMA shall perform a facilitation and coordination role in relation to the access by competent authorities to information under this paragraph.

3 ESMA shall develop draft regulatory technical standards to specify the details and formats of the relevant order data required to be maintained under paragraph 2 of this Article that is not referred to in Article 26. Those draft regulatory technical standards shall include the identification code of the member or participant which transmitted the order, the identification code of the order, the date and time the order was transmitted, the characteristics of the order, including the type of order, the limit price if applicable, the validity period, any specific order instructions, details of any modification, cancellation, partial or full execution of the order, the agency or principal capacity. ESMA shall submit those draft regulatory technical standards to the Commission by 5 September 2025. Power is delegated to the Commission to supplement this Regulation by adopting regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.’.

1 This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

2 Article 1, point (7)(g), and points (11) to (14), shall apply from 5 March 2026.

3 Article 1, point (3), point (6)(b) and (c), point (7)(a) to (f), point 10(a)(i), (ii) and (iii), point 10(b) and (c), and point 21(a) with respect to Article 27(1) of Regulation (EU) 2017/1129, and Article 2, point (6)(a), (b), (c) and (e) of this amending Regulation shall apply from 5 June 2026.

4 Member States shall take necessary measures to comply with Article 2, point (14)(a) and point (15) by 5 June 2026.