CopiedEU Listing Act – Implications for MAR and Insider Lists

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

View a recap of changes already made: EU Listing Act – 4 December 2024 

Changes Applying from 5 June 2026 Copied

The provisions applying from June 2026 represent the most significant reforms to MAR in a decade. They affect inside information disclosure in protracted processes, the conditions for delaying disclosure, sanctions, and the format of insider lists.

1. Protracted Processes: Disclosure Only upon the Final Event Copied

Under the pre 5 June 2026 rules: Issuers have been required to disclose inside information arising at each intermediate step of a protracted process (such as e.g. ongoing merger negotiations, a capital raise, or a restructuring) unless they formally invoked the delay mechanism (under Art. 17(4)).

From 5 June 2026: Intermediate steps in a protracted process will be excluded from the Art. 17(1) disclosure obligation entirely (without any need to invoke the delay mechanism). Issuers will only be required to disclose inside information relating to the final event or final circumstances of the process, and only once that event has actually occurred. Intermediate steps are also excluded from the scope of the delayed disclosure regime. The final event is when the protracted process is completed and the circumstance crystallises in its final form, typically through an objectively identifiable corporate or legal act. Still, as previously, the main rule is to disclose “as soon as possible”. This is not a blank cheque for lack of operational preparation. In more practical terms: MAR still effectively anticipates the final publishing step to remain inside the “as soon as possible” timeframe (i.e. effectively within some hours). MAR never really intended for e.g. an approved quarterly report to have its disclosure delayed after board approval merely due to  operational/PR considerations etc. (e.g. drafting, tweaking, translation, formatting, legal review, and external consultant input etc.). Good practice is to ensure that any such final adjustments shall effectively occur before a decisive board meeting. 

Learn more about the new rules and view the list of final events in common protracted processes: Protracted Processes 

2. Revised Conditions for Delaying Disclosure Copied

The delay mechanism (under Art. 17(4)) is retained, but one of the three conditions has been amended. The previous condition – that delay is “not likely to mislead the public” – is replaced by a more precise test: The inside information the issuer intends to delay must not be “in contrast” with the issuer’s latest public announcement or other communication on the same matter. The other two conditions (protection of legitimate interests plus maintenance of confidentiality) remain unchanged. .

ESMA has also reviewed the non-exhaustive list of eight situations that may constitute legitimate interests to delay . Read more about this in the full article: Revised Conditions for Delaying Disclosure

However, ESMA has not published final guidelines on delaying disclosure under the Listing Act. This leaves issuers in a difficult position from 5 June 2026: the new assessment and conditions for delay are legally binding, while the existing guidelines and documentation have not yet been updated to reflect the new requirements. This situation is also emphasised by SMSG in their advice to ESMA “However, from 5 June 2026 — the date of application of the amended Article 17 MAR – issuers will be required to comply with the new conditions, including the “not in contrast” test, without any guidance until the Commission’s delegated act and ESMA’s final Guidelines are published (expected Q4 2026). The SMSG invites ESMA to acknowledge this gap and to consider interim guidance, including a common NCA approach during the transitional period.”.

3. Sanctions: Proportionality to Issuer Size Copied

From 5 June 2026, the sanctions regime under MAR will be calibrated more proportionately to issuer size. The Listing Act requires Member States to transpose the necessary measures into national law by that date.

4. Insider List Format: The Alleviated Format Extended to All Issuers Copied

Under current rules, an alleviated (simplified) insider list format is only available to issuers on certain SME Growth Markets. The Listing Act aims to extend this format to all EU issuers.

ESMA submitted its Final Report and draft Implementing Technical Standards (ITS) to the European Commission (on 21 October 2025). As of the date of this article, the Commission has not yet formally adopted the ITS. The 3-month statutory window following ESMA’s submission on 21 October 2025 has elapsed without a published decision. No adoption has been confirmed in the Official Journal.

In practical terms, this means: begin preparing for the new format now – review templates, data fields, privacy notices, and engagement letter procedures – but do not switch to the new templates until the Commission’s adoption regulation is published and its application date confirmed.

What Remains Unchanged Copied

The Listing Act’s reforms to public disclosure do not eliminate the underlying obligations that arise when inside information exists at intermediate steps. Issuers must still:

1. Create and maintain an insider list for inside information arising at any intermediate step
2. Prohibit insider dealing by persons on that list
3. Apply all usual precautionary measures (restricting access, monitoring potential leaks, etc.)
4. Prepare materials and processes for immediate disclosure in case a breach of confidentiality occurs and immediate disclosure is required

The Listing Act changes the public disclosure obligation only. The private information management obligations remain intact.

How Logwise Is Supporting Clients Through the Change Copied

The Listing Act changes are being built into Logwise so that customers can keep using the platform as before, with the new framework reflected in templates, workflows and prompts. If you would like a walk-through, or help mapping your current disclosure and insider list processes onto the new framework, please get in touch with your usual contact at Logwise.

Timeline Summary Copied

Date	Development
14 Nov 2024	Listing Act published in Official Journal
4 Dec 2024	Entry into force: market soundings clarifications, PDMR threshold raised to €20,000, buy-back reporting simplified
7 May 2025	ESMA published Technical Advice to the Commission on protracted processes and delayed disclosure
21 Oct 2025	ESMA submitted Final Report and draft ITS on alleviated insider list format to the Commission
15 Dec 2025	Commission published draft Delegated Regulation on protracted processes and delayed disclosure (public consultation)
19 Feb 2026	ESMA published consultation on revised MAR delayed disclosure guidelines (open until 29 April 2026)
8 Apr 2026	Commission adopted Delegated Regulation with non-exhaustive list of final events in protracted processes and “contrast” situations
5 Jun 2026	Application date: protracted process reforms, revised delayed disclosure conditions, proportionate sanctions regime
Q4 2026 (estimated)	ESMA will publish final guidelines to the delay in the disclosure of inside information and interactions with prudential supervision with changes relevant to the Listing Act.
TBD	Alleviated insider list formats, these are still pending and will enter into force once the ITS has been formally adopted.