Regulation (EU) 2025/914 of the European Parliament and of the Council of 7 May 2025 amending Regulation (EU) 2016/1011 as regards the scope of the rules for benchmarks, the use in the Union of benchmarks provided by an administrator located in a third country, and certain reporting requirements (Text with EEA relevance)

‘1a Titles II, III, with the exception of Articles 23a, 23b and 23c, IV, V and VI apply only in respect of critical benchmarks, significant benchmarks, EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks.

1b By way of derogation from paragraph 1a of this Article, Article 13(1), point (d), and Article 27(2aa) apply to all benchmarks used in the Union provided by administrators that: (a) are included in the register referred to in Article 36; or (b) belong to a group with at least one administrator included in the register referred to in Article 36.

1c By way of derogation from paragraph 1a of this Article, Article 19 applies to any commodity benchmark based on contributed input data, unless any of the following conditions is fulfilled: (a) it is a regulated-data benchmark; (b) it is a benchmark based on submissions by contributors the majority of which are supervised entities; (c) it is a critical benchmark and the underlying asset is gold, silver or platinum.’

1 The Commission shall designate as exempted a spot foreign exchange benchmark that is administered by administrators located outside the Union where both of the following criteria are fulfilled: (a) the spot foreign exchange benchmark references a spot exchange rate of a third-country currency to which currency controls apply; and (b) the spot foreign exchange benchmark: (i) is used on a frequent, systematic and regular basis to hedge against adverse foreign exchange rate movements; or (ii) does not have an equivalent alternative benchmark provided by an administrator located in the Union.

2 The Commission shall conduct a public consultation to identify spot foreign exchange benchmarks that fulfil the criteria laid down in paragraph 1.

3 Following the conclusion of the public consultation, the Commission shall adopt an implementing act to create a list of spot foreign exchange benchmarks that fulfil the criteria laid down in paragraph 1 by 9 June 2026. The Commission shall update that list as appropriate.’

Commodity benchmarks based on contributed input data shall comply with Article 10, Titles IV, V and VI, and the specific requirements set out in Annex II.’

1 A benchmark which is not a critical benchmark shall be significant where either of the following conditions is fulfilled: (a) it is used directly or indirectly within a combination of benchmarks within the Union as a reference for financial instruments or financial contracts or for measuring the performance of investment funds that have a total average value of at least EUR 50 billion on the basis of the following characteristics of the benchmark, over a period of 6 months: (i) the range of maturities or tenors of the benchmark, where applicable; (ii) all the currencies or other units of measurement of the benchmark, where applicable; and (iii) all the return calculation methodologies, where applicable; (b) the benchmark has been designated as significant in accordance with the procedure laid down in paragraphs 3, 4 and 5, the procedure laid down in paragraph 6, or the procedure laid down in paragraph 7.

2 An administrator shall immediately notify the competent authority of the Member State where it is located or, if located in a third country, ESMA, when one or several of that administrator’s benchmarks reach the threshold referred to in paragraph 1, point (a). Following receipt of that notification, the competent authority or ESMA, as applicable, shall publish a statement on its website stating that that benchmark is significant. An administrator shall, upon the request of the competent authority of the Member State where it is located or, if located in a third country, upon the request of ESMA, provide that competent authority or ESMA, as applicable, with information as to whether the threshold referred to in paragraph 1, point (a), has been reached. Where a competent authority or, in the case of a third-country administrator, ESMA has clear and demonstrable grounds to consider that a benchmark reached the threshold referred to in paragraph 1, point (a), the competent authority or ESMA may issue a notice to that effect. Such a notice shall trigger the same obligations for the benchmark administrator as the notification referred to in the first subparagraph of this paragraph. At least 10 working days before issuing such a notice, the competent authority or ESMA, as applicable, shall inform the administrator of the benchmark concerned of its findings, and invite that administrator to submit any observations.

3 A competent authority may, after having consulted ESMA in accordance with paragraph 4 and having taken into account its advice, designate a benchmark provided by an administrator located in the Union that does not reach the threshold referred to in paragraph 1, point (a), as significant where that benchmark fulfils the following conditions: (a) the benchmark has no, or very few, appropriate market-led substitutes; (b) in the event that the benchmark ceases to be provided, or is provided on the basis of input data that are no longer fully representative of the underlying market or economic reality or that are unreliable, there would be significant and adverse impacts on market integrity, financial stability, consumers, the real economy, or the financing of households and businesses in that competent authority’s Member State; and (c) the benchmark has not been designated as significant by a competent authority of another Member State. Where a competent authority concludes that a benchmark fulfils the conditions set out in the first subparagraph, the competent authority shall prepare a draft decision to designate the benchmark as significant and notify that draft decision to the administrator concerned and, where relevant, to the competent authority of the Member State where the administrator is located. The designating competent authority shall also consult ESMA on the draft decision. The administrator and, where applicable, the competent authority of the Member State where the administrator is located shall have 15 working days from the date of notification of the draft decision of the designating competent authority to provide observations and comments in writing. The designating competent authority shall inform ESMA of the observations and comments received and shall duly consider those observations and comments before adopting a final decision. The designating competent authority shall notify ESMA of its final decision and shall publish the decision, including the reasons therefor and the legal obligations on the administrator arising therefrom, on its website without undue delay. Where a competent authority designates a benchmark as significant contrary to the advice issued by ESMA under paragraph 4, it shall immediately publish on its website a notice fully explaining its reasons for doing so.

4 When consulted by a competent authority on the intended designation of a benchmark as significant in accordance with paragraph 3, first subparagraph, ESMA shall, within 3 months of that consultation, issue advice taking into account the following factors, in light of the specific characteristics of the benchmark concerned: (a) whether the consulting competent authority has sufficiently substantiated its assessment that the conditions referred to in paragraph 3, first subparagraph, are fulfilled; (b) whether, in the event that the benchmark ceases to be provided, or is provided on the basis of input data that are no longer fully representative of the underlying market or economic reality or that are unreliable, there would be significant and adverse impacts on market integrity, financial stability, consumers, the real economy, or the financing of households and businesses in Member States other than the Member State of the consulting competent authority. For the purposes of point (b) of this paragraph, ESMA shall take into account any information provided by the consulting competent authority pursuant to paragraph 3, third subparagraph.

5 Where ESMA finds that a benchmark fulfils the conditions laid down in paragraph 3, first subparagraph, in more than one Member State, it shall inform the competent authorities of the Member States concerned thereof. The competent authorities of the Member States concerned shall agree on which of them is to designate the benchmark as significant. Where the competent authorities do not reach such an agreement, they shall refer the matter to ESMA, which shall settle that disagreement in accordance with Article 19 of Regulation (EU) No 1095/2010.

6 ESMA may, upon the request of a competent authority, or on its own initiative, designate a benchmark provided by an administrator located in a third country that does not reach the threshold referred to in paragraph 1, point (a), as significant where that benchmark fulfils the following conditions: (a) the benchmark has no, or very few, appropriate market-led substitutes; and (b) in the event that the benchmark ceases to be provided, or is provided on the basis of input data that are no longer fully representative of the underlying market or economic reality or that are unreliable, there would be significant and adverse impacts on market integrity, financial stability, consumers, the real economy, or the financing of households and businesses in one or more Member States. ESMA shall, prior to the designation decision and as soon as possible, inform the administrator of the benchmark of its intention and invite that administrator to provide ESMA within 15 working days with a reasoned statement containing any relevant information for the purposes of the assessment related to the designation of the benchmark as significant. Where applicable, ESMA shall invite, as soon as possible, the competent authority of the third country where the administrator is located to provide any relevant information for the purposes of the assessment related to the designation of the benchmark as significant. ESMA shall provide reasons for any designation decision, taking into account whether there is sufficient evidence that the conditions referred to in the first subparagraph are fulfilled in light of the specific characteristics of the benchmark concerned. ESMA shall publish its reasoned decision on its website and shall notify the requesting competent authority of it without undue delay.

7 A competent authority may designate a benchmark provided by an administrator located in the Union that does not fulfil the condition laid down in paragraph 1, point (a), as significant where that benchmark fulfils the following conditions: (a) its administrator has submitted a written request to that competent authority for that benchmark to be designated as significant, clearly setting out the reasons for such request; and (b) the benchmark is used directly or indirectly within a combination of benchmarks within the Union as a reference for financial instruments or financial contracts or for measuring the performance of investment funds that have a total average value of at least EUR 20 billion over the last 6 months. The competent authority shall refuse to designate a benchmark as significant where it has grounds to consider that the request to do so was inaccurate or misleading. The designating competent authority shall notify ESMA of any decision to designate a benchmark as significant, and publish the decision, including the reasons therefor and the legal obligations on the administrator arising therefrom, on its website without undue delay.

8 Where the administrator of a benchmark designated in accordance with paragraph 7 wishes to have that designation lifted, it shall address a written request to that effect to its competent authority at the earliest 4 years from the date when that benchmark was designated. The competent authority shall revoke the designation unless the condition laid down in paragraph 1, point (a), or the conditions laid down in paragraph 3 are fulfilled. The decision to revoke the designation shall be taken at the latest 3 months from the date of the request. The competent authority shall publish the decision revoking the designation on its website. The decision shall set out the date on which it is to have effect, which shall be no later than 12 months from its publication.

9 The Commission shall be empowered, after consulting ESMA, to supplement this Regulation by adopting delegated acts in accordance with Article 49 to specify: (a) the calculation method, including potential data sources, to be used to determine the threshold referred to in paragraph 1, point (a), of this Article; (b) the criteria to assess when a benchmark reached the threshold referred to in paragraph 1, point (a), of this Article; (c) the information that competent authorities are obliged to provide when consulting ESMA as required pursuant to paragraph 3 of this Article; (d) the criteria referred to in paragraph 4, point (b), of this Article, taking into consideration any data which help assess whether the impact of the cessation or unreliability of the benchmark on market integrity, financial stability, consumers, the real economy, or the financing of households and businesses in one or more Member States is significant and adverse.

10 By 31 December 2028, the Commission shall, in cooperation with ESMA, present a report to the European Parliament and to the Council on the adequacy of the threshold referred to in paragraph 1, point (a), in light of market, price and regulatory developments. That report shall be accompanied, where appropriate, by a legislative proposal.’

1 Within 60 working days of the notification referred to in Article 24(2), the administrator of a benchmark fulfilling the condition referred to in Article 24(1), point (a), shall seek authorisation or registration with the competent authority of the Member State where it is located. Where that administrator is located in a third country and unless the benchmark is covered by an equivalence decision adopted pursuant to Article 30, that administrator shall, within 60 working days of the notification referred to in Article 24(2), seek either of the following: (a) recognition with ESMA pursuant to the procedure set out in Article 32; (b) endorsement pursuant to the procedure set out in Article 33, in which case the administrator is to select an endorsing administrator in the Union that submits an application to ESMA.

2 Within 60 working days of a designation as referred to in Article 24(3), the administrator of the benchmark, unless that administrator is already authorised or registered, shall seek authorisation or registration with the competent authority of the Member State where it is located in accordance with Article 34.

3 Within 60 working days of a designation as referred to in Article 24(6), the administrator of the benchmark, unless the benchmark is covered by an equivalence decision adopted pursuant to Article 30, shall seek either of the following: (a) recognition with ESMA pursuant to the procedure set out in Article 32; (b) endorsement pursuant to the procedure set out in Article 33, in which case the administrator is to select an endorsing administrator in the Union that submits an application to ESMA.

4 Within 60 working days of a designation as referred to in Article 24(7), the administrator of the benchmark, unless that administrator is already authorised or registered, shall seek authorisation or registration with the designating competent authority in accordance with Article 34.

5 ESMA and the competent authorities shall make use of the supervisory and sanction powers they are entrusted with pursuant to this Regulation to ensure that the administrators comply with their obligations.

6 The competent authority or ESMA, as applicable, shall issue a public notice stating that a significant benchmark provided by an administrator does not comply with this Regulation, and that users are to refrain from using that benchmark, where any of the following conditions is fulfilled: (a) within 60 working days of the notification referred to in Article 24(2), of the designation referred to in Article 24(3) or of the designation referred to in Article 24(6), the administrator concerned has not initiated procedures to comply with paragraph 1, 2 or 3 of this Article, respectively; (b) the authorisation, registration, recognition or endorsement procedures have failed; (c) ESMA has withdrawn the registration of the administrator concerned in accordance with Article 31; (d) ESMA has withdrawn or suspended the recognition of the administrator concerned in accordance with Article 32(8); (e) the endorsement of the administrator concerned has ceased in accordance with Article 33(6); (f) the competent authority has withdrawn or suspended the authorisation or registration of the administrator concerned in accordance with Article 35. Competent authorities shall notify ESMA of all issued public notices without undue delay. ESMA shall publish all issued public notices on its website. ESMA and the competent authority shall remove the public notice without undue delay as soon as the reason for which it was issued is no longer valid.’

1 All competences and duties related to the supervisory and enforcement activity regarding administrators as referred to in Article 40(1), points (a) and (b), that are conferred on competent authorities as referred to in Article 40(2) shall be terminated on 1 January 2022. Those competences and duties shall be taken up by ESMA on the same date.

1a All competences and duties related to the supervisory and enforcement activity regarding administrators endorsing benchmarks provided in a third country as referred to in Article 40(1), point (c), that are conferred on competent authorities as referred to in Article 40(2) shall be terminated on 1 January 2026. Those competences and duties shall be taken up by ESMA on the same date.

2 Any files and working documents related to the supervisory and enforcement activity regarding administrators as referred to in Article 40(1), points (a) and (b), including any ongoing examinations and enforcement actions, or certified copies thereof, shall be taken over by ESMA on the date referred to in paragraph 1 of this Article. However, applications for authorisation by administrators of a critical benchmark referred to in Article 20(1), points (a) and (c), and applications for recognition in accordance with Article 32 that have been received by competent authorities before 1 October 2021 shall not be transferred to ESMA, and the decision to authorise or recognise shall be taken by the relevant competent authority.

2a Any files and working documents related to the supervisory and enforcement activity regarding administrators endorsing benchmarks provided in a third country as referred to in Article 40(1), point (c), including any ongoing examinations and enforcement actions, or certified copies thereof, shall be taken over by ESMA on the date referred to in paragraph 1a of this Article. However, applications for endorsement that have been received by competent authorities before 1 October 2025 shall not be transferred to ESMA, and the decision to authorise or endorse shall be taken by the relevant competent authority.

3 Competent authorities shall ensure that any existing records and working papers, or certified copies thereof regarding administrators as referred to in Article 40(1), points (a) and (b), shall be transferred to ESMA as soon as possible and in any event by 1 January 2022. Those competent authorities shall also render all necessary assistance and advice to ESMA to facilitate effective and efficient transfer and taking-up of supervisory and enforcement activity regarding administrators as referred to in Article 40(1), points (a) and (b).

3a Competent authorities shall ensure that any existing records and working papers, or certified copies thereof regarding administrators as referred to in Article 40(1), point (c), shall be transferred to ESMA as soon as possible and in any event by 1 January 2026. Those competent authorities shall also render all necessary assistance and advice to ESMA to facilitate effective and efficient transfer and taking-up of supervisory and enforcement activity regarding administrators as referred to in Article 40(1), point (c).

4 ESMA shall act as the legal successor to the competent authorities referred to in paragraphs 1 and 1a in any administrative or judicial proceedings that result from supervisory and enforcement activity pursued by those competent authorities in relation to matters that fall within the scope of this Regulation.

5 Any authorisation of administrators of a critical benchmark as referred to in Article 20(1), points (a) and (c), recognition in accordance with Article 32 and any authorisation or registration of an administrator endorsing or envisaging to endorse benchmarks provided in a third country granted by a competent authority referred to in paragraph 1 of this Article shall remain valid after the transfer of competences to ESMA.’

This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union. It shall apply from 1 January 2026.