New MAR rules take effect – here’s what you need to know

On 5 June, the most extensive change to the Market Abuse Regulation (MAR) since the regulation took effect in 2016 enters into force. The changes are part of the EU Listing Act, which aims to harmonise and standardise legislation within the Union, simplify processes for small and medium-sized enterprises, and improve access to the capital markets.

Already listed companies are mainly affected by the Listing Act through changes to MAR. In this article, we review the major changes, presented below:

• Amended rules for disclosure in protracted processes
• Changes to the conditions for delayed disclosure
• Lower maximum amounts for sanctions on small and medium-sized companies
• Simplified format for insider lists

Disclosure in protracted processes

The most tangible change concerns the obligation to disclose inside information regarding intermediate steps in protracted processes. Previously, at each individual step in a protracted process — for example an acquisition or a rights issue — companies were required to assess whether the new information constituted inside information and whether there were grounds to formally delay disclosure.

The new rules simplify the process considerably by establishing that only the final event triggers the disclosure obligation. Intermediate steps therefore need neither be disclosed nor handled through a formal delay decision. However, the definition of inside information and the requirements for handling information are not affected, which means that intermediate steps remain inside information and must be treated as such. New holders of the information must be entered in the insider list, the information must be documented, and if the information leaks, disclosure must take place immediately.

The EU's securities markets authority, ESMA, has provided technical advice on what counts as the final event in a process. That advice forms the basis for a delegated regulation that the Commission adopted on 8 April 2026. A few examples follow below:

• Internal decisions (e.g. reorganisation, rights issue or dividend): When the company, through management and/or the board, has made the relevant decision. This applies even if a general meeting is required to approve the decision.
• Agreements (e.g. acquisition or sale of a subsidiary): When the agreement has been signed. If a general meeting is required, the final event becomes the board's decision to submit the agreement to the meeting.
• Financial reports: When the board approves the report. As before, it remains acceptable for disclosure to take place in the morning if the report is approved the evening before, as long as both events occur outside market trading hours. If approval takes place during market trading hours, the report must be published immediately.

Conditions for delayed disclosure

The second change in MAR concerns the conditions for delayed disclosure. The previous criterion — that a delayed disclosure is not likely to mislead the public — is replaced by a more concrete requirement, and test, that the inside information does not contrast with the company's latest disclosure or other communication on the same matter.

In practice, the change may, with some reservation, entail a tightening of the rules. According to ESMA, communication should be interpreted broadly and does not refer only to regulatory announcements via, for example, press releases. Interviews, information on the company's website or social media, and corporate presentations may come to count as official communication.

Information about the company's financial position, material changes to strategic goals, business strategy or an ongoing acquisition are clear examples where the change in MAR may become relevant, and where a company may be denied the right to delay disclosure if the new information contrasts with what it has previously communicated on the matter.

Lower maximum amounts for sanctions

The sanctions regime, governed by Articles 30 and 31, is also being updated and is to become proportionate to the size of the company. The background is that the previous maximum levels could hit smaller issuers hard. In practice, the change means that the pecuniary sanctions for breaches of the disclosure requirements are primarily to be calculated as a proportion of the company's total annual turnover, rather than on the basis of fixed maximum amounts.

For the most central breaches — for example inadequate systems to prevent market abuse or failure to disclose inside information in time — the cap is set at 2 per cent of annual turnover. As an exception, if a sanction would be disproportionately low, absolute amounts are to be used instead. For small and medium-sized enterprises, explicit lower maximum amounts are then introduced: EUR 1,000,000 for breaches of Article 17 (disclosure of inside information) and EUR 400,000 for breaches of Article 18 (insider lists) or 19 (transactions carried out by persons discharging managerial responsibilities, so-called managers' transactions).

Simplified format for insider lists

In addition to the three major changes above, the Listing Act contains a number of smaller adjustments to MAR. Some have already taken effect, such as the new thresholds for PDMR transactions (managers' transactions). An upcoming change is that the simplified format for insider lists — which previously could only be used by companies on SME Growth Markets — is being opened up to all issuers in order to reduce the administrative burden. Note, however, that this relief does not enter into force on 5 June. Unlike the other changes, the new format requires the Commission first to adopt technical standards, and therefore only takes effect after that.

What you as a listed company can do to prepare

In summary, the changes to MAR have a relatively small impact on day-to-day work. Internal information handling is left largely untouched, and as a listed company you must continue to identify when inside information arises — including at intermediate steps — and enter it in insider lists. Likewise, the requirements for confidentiality and measures against leaks remain. Decisions to delay disclosure must still be documented, but are now tested against the requirement that the information must not contrast with the company's latest disclosure or other communication on the same matter.

In preparation for the transition, we recommend the following:

• Continue to treat inside information identified before 5 June under the previous rules. Handle inside information identified after 5 June under the new rules.
• Review your disclosure procedures and map which of the company's recurring processes are, or may become, protracted processes.
• Update any information and insider policy. The new criterion regarding delayed disclosure requires the company to have an overview of what it has previously communicated, including via channels that were previously regarded as informal.
• Adjust the templates for delay decisions and for maintaining insider lists, so that they reflect that an intermediate step can still be inside information even when it no longer has to be disclosed.

AVA Corporate Communications is a leading agency in financial communications, IR and sustainability reporting. We help our clients navigate the MAR framework, review their information and insider policies, adapt their procedures for delayed disclosure to the new requirements, and develop long-term communication strategies. Contact us to discuss how we can support you on the path to a clear, compliant and consistent dialogue with the market.