CopiedEU Listing Act – Implications for MAR and Insider Lists – 4 December 2024

The Act was published 14 November 2024 and entered into force on 4 December 2024. Its changes to MAR are rolled out in two waves, with two different effective dates: 4 December 2024 and then a more substantive wave 5 June 2026.

Changes in Force From 4 December 2024 Copied

Market Soundings Copied

The Act codified existing market practice and regulatory consensus that the MAR market soundings regime is a safe harbour from the offence of unlawful disclosure (not a mandatory process). The definition of a market sounding has also been expanded to cover communications of information that are not followed by any specific announcement. The obligation to also provide a written notification when the disclosed information has been publicly announced has simply been removed.

Transaction Reporting and Closed Periods – concerning PDMRs and PCAs Copied

Both PDMRs and their PCAs shall notify the issuer and the relevant competent authority of every transaction conducted on their own account in the issuer’s financial instruments, once the cumulative value of transactions in a calendar year reaches the applicable threshold (MAR Art. 19(1)).

The Listing Act raised this default threshold to €20,000 (from €5,000) per calendar year. National competent authorities however have the possibility to raise the threshold further to €50,000, or decrease it to €10,000 (MAR Art. 19(9)). Issuers and PCAs should therefore check the threshold in force in the relevant Member State rather than assuming the default applies. See the published list of national competent authorities that has changed the reporting threshold here.

PDMRs and their PCAs transactions should not be aggregated. Each person’s transactions are assessed individually against the threshold (in Art. 19(8)). Each PCA hence has its own separate €20,000 calendar-year counter, independent of the PDMR’s. 

A new exemption from the closed period prohibition for PDMRs Copied

The Listing Act introduced a new exemption (Art. 19(12a)). The closed period trading prohibition does not apply to transactions or activities; (i) that depend exclusively on external factors or (ii) that do not involve an active investment decision by the PDMR. The rationale is that the prohibition is aimed at preventing PDMRs from exploiting inside information through deliberate trading decisions. Where there is no such active decision, the policy justification for the restriction falls away. Examples of such transactions that may fall within this exemption include: the execution of irrevocable arrangements entered into before the closed period began; transactions carried out under a fully discretionary asset management mandate by an independent third party; automatic vesting events; acceptance of inheritances or gifts; and certain corporate actions that do not involve an active election by the PDMR.

On 1 August 2025, ESMA published Q&A 2624, which provides the first regulatory guidance on how to interpret this new Art. 19(12a) exemption, providing further guidance on the types of transactions that may fall outside the closed period prohibition. The Q&A is specific to the Listing Act provision noting that Art. 19(12a) did not previously exist – and addresses the scope of the exception, helping PDMRs and issuers determine which transactions qualify. Issuers should review their closed period procedures and dealing code templates against this guidance, and ensure compliance staff are familiar with the new provision when assessing PDMR requests to trade during a closed period.

Buy-Back Programme Reporting Copied

Transaction reporting for buy-back programmes was reduced: Issuers are now only required to report to the most liquid market (rather than all trading venues). Public disclosure of such transactions is now made in aggregated format only, indicating the aggregated volume, the weighted average price per day, and per trading venue.

Next Steps for Issuers Copied

The first-wave changes have been in force for over a year, but issuers should still verify that dealing codes, PDMR notification templates, market soundings procedures and buy-back reporting workflows reflect the updated rules – in particular for PDMR transactions ensuring that PDMRs and PCAs are aware of the relevant transaction thresholds and the new closed-period exemption. For the second wave of changes applying from 5 June 2026, see our main article on the Listing Act’s implications for MAR and insider lists.