MAR: Revised Regime on Disclosure of Inside Information
As part of the Listing Act, the EU has reformed the disclosure regime for inside information under the Market Abuse Regulation (MAR). From 5 June 2026, issuers will only need to disclose the final event in a protracted process, rather than each intermediate step that constitutes inside information. The European Commission has published a non-exhaustive list of final events. Below we summarise the key changes and provide practical guidance for issuers.
Introduction
As from 5 June 2026, the requirements for disclosure of inside information will change. If an intermediate step in a protracted process constitutes inside information, there will no longer be an obligation to disclose it at that stage. Disclosure will only be required once the final event has occurred. The European Commission has adopted a non-exhaustive list of what qualifies as a final event, which can be found here. The Delegated Regulation in which this list is included is expected to enter into force in Q3 2026.
Issuers will still be required to ensure that the confidentiality of intermediate inside information is maintained. If confidentiality is compromised or can no longer be ensured, the issuer must disclose the information immediately.
Although the other requirements under MAR will continue to apply, these changes provide more certainty on when disclosure is required and somewhat alleviate the administrative burden for issuers with respect to inside information.
Background
On 24 April 2024, the European Parliament adopted the Listing Act, a legislative package that includes changes to the Prospectus Regulation, the Market Abuse Regulation, MiFID II and MiFIR. The package aims to make the EU's public capital markets more attractive and reduce the regulatory burden for issuers, including by reforming the regime for disclosure of inside information.
Under MAR, inside information is non-public information of a precise nature regarding an issuer or its financial instruments which, if made public, is likely to have a significant effect on the price of those instruments. An intermediate step in a protracted process can also constitute inside information in its own right, triggering various prohibitions and obligations. As from 5 June 2026, the disclosure obligation for intermediate steps will be removed. Only the final event or circumstance in a protracted process must be disclosed, as soon as possible upon its occurrence.
Final Event
The European Commission has prepared a non-exhaustive list of final events in protracted processes, specifying for each when disclosure is required. The most relevant events are set out below:
| Process | Disclosure moment, asap after |
| Agreements, including M&A | Signing the agreement with binding effect |
| Share issuance or buy-back | Final decision of the governing body to carry out the issuance or buy-back |
| Financial results or forecasts | Acknowledgement or approval by the governing body of the financial results or forecasts. |
| Changes in board composition or key management | Final decision of the governing body to appoint or remove the relevant person |
| Legal proceedings | The issuer has been notified of the decision (even if appeal is still possible) |
Governing Body
Most final events are linked to the moment the issuer's "governing body" has taken a formal decision. The governing body refers to the internal body that has the authority to approve or adopt the relevant decision. In a two-tier structure, where supervisory board approval is required, the supervisory board will be the governing body. Where a decision has been delegated to a committee or an executive director, those will qualify as the governing body.
Where a decision by the governing body requires shareholder approval, the decision to submit a proposal to the shareholders constitutes the relevant moment of disclosure.
Concluding Remarks
From 5 June 2026, it will be easier for issuers to determine when a press release is required in a protracted process. Issuers will no longer need to assess whether the conditions for delayed disclosure are met and maintain the log that was required for this. This will reduce the administrative burden. However, it remains important to note that intermediate inside information will still trigger the obligation to maintain an insider list, and any unlawful disclosure or trading on the basis of such information remains strictly prohibited.
Issuers are advised to review, and where appropriate, update their internal disclosure proceedings to align with these new requirements.
