CopiedRevised Conditions for Delaying Disclosure

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.

Eight Situations Where a Contrast Is Deemed to Exist Copied

The Delegated Regulation (adopted on 8 April 2026) also sets out a non-exhaustive list of eight situations where a contrast is in fact deemed to exist, including: material changes to previously communicated financial forecasts or business objectives; changes to environmental or social impacts; information concerning the issuer’s financial viability; and material changes to capital structure, business strategy, or corporate governance.

Review Annex II & III in the delegated regulation here.

A Broader Perimeter of Communications Copied

Notably, Annex III of the Delegated Regulation defines the types of communication against which the contrast assessment must be made. In addition to press releases and regulatory filings, it extends to social media posts, podcasts, webinars, roadshows, advertising campaigns, and public interviews – if made by or on behalf of the issuer. This is a significant broadening of the communications perimeter that issuers must monitor.

ESMA Consultation on the Delayed Disclosure Guidelines Copied

ESMA thereby published (on 19 February 2026) a consultation paper proposing amendments to its guidelines on delayed disclosure of inside information. The proposals include:

• Removing legitimate interests that overlap with protracted processes now excluded from mandatory disclosure
• Deleting Guideline 2 (situations likely to mislead the public), which is superseded by the new “contrast” test
• Adding new legitimate interests, including orders from public authorities to maintain confidentiality, situations where complete information is not immediately available (e.g., following a cyberattack), and participation in competitive public tenders

The consultation was open until 29 April 2026, with ESMA aiming to finalise the guidelines close to the 5 June 2026 application date. At the date of this article no updated guidelines have been published.

Read the consultation paper for the full background here.

What This Means in Practice Copied

Before invoking delayed disclosure, issuers will need to audit not just press releases and filings, but also social media, podcasts, roadshows, advertising and public interviews – anything said by or on behalf of the issuer on the same matter. Internal processes for assessing delayed disclosure should reflect the new “contrast” test. For the wider context, see our main article on the Listing Act’s implications for MAR and insider lists.