Introduction
Primary Market Bulletin 65 (PMB 65), published by the Financial Conduct Authority (FCA) on 28 August 2026 sets out what the regulator has seen in its casework and what it expects when it comes to delayed disclosures and insider lists. The FCA warns about promotional language used in regulatory announcements and also gives some of its findings surrounding delayed disclosure of inside information under Article 17 (4) of MAR.
The regulator has cautioned over the use of language that may be too loud, promotional, and used too often. Regarding inside information, the FCA has also warned issuer's to not treat inside information by default because of a calendar date or because a rule said so. In both instances, PMB 65 asks that issuers use their judgement instead of blindly following a process.
Announcements that read like adverts
FCA casework has identified a growing trend of vague, exaggerated and flamboyant language in regulatory announcements, some of which resemble marketing material more than regulated information. Its concern sharpened where issuers announced more often than their news justified, flagged announcements as inside information when they almost certainly were not, or published against sharp spikes in the share price.
PMB 65 lists the kinds of content that prompted enquiries:
- Minor progress updates on commercial agreements that had already been announced.
- Repeated commentary on favourable macroeconomic or political conditions already in the public domain.
- Broad sector-wide commentary offered in support of a project, without explaining its direct implications for the issuer.
- A claim of support from a public figure which, on enquiry, rested on a passing comment made in a meeting.
- Sensationalist language of the kind usually reserved for promotional material.
None of these need be false in a narrow sense. An announcement built entirely from true statements can still mislead investors through emphasis, frequency and timing.
Existing rules underpin the FCA's expectations. Regulated information must go out through a Regulatory Information Service under DTR 6.3.3R, and marketing material falls outside that definition. Issuers must take reasonable care that disclosures are accurate and complete (UKLR 1.3.3R and DTR 1A.3.2R), and Article 17(1) of UK MAR prohibits combining the disclosure of inside information with marketing an issuer's activities. Where content strays too far from regulated information, the FCA will consider whether it has become misleading under the Listing Rules or, in the most serious cases, UK MAR, and whether that indicates weak systems and controls.
In practical terms, marketing material belongs on non-regulatory newswires, the company website or social channels, bearing in mind that UK MAR applies to misleading statements however they are published. Wording relating to inside information should belong only on announcements that disclose inside information.
Delayed disclosure: findings
Article 17(4) permits an issuer to delay disclosing inside information only while three conditions hold: immediate disclosure would be likely to prejudice its legitimate interests, delay is not likely to mislead the public, and confidentiality can be maintained. Building on its November 2020 review and PMB 59 (you can read our article on PMB59 here), the FCA has followed up on delayed disclosure of inside information (DDII) notifications showing unusually long delays or unclear circumstances.
The main finding is reasuring. Enquiries found no widespread or systemic failures, and most issuers understood the conditions and kept them under review during the delay. Where delays ran long or looked unusual, the causes were information classified as inside information when it was not, and assessments that were never revisited.
Key observations
- Blanket classification. Some issuers automatically treated advance periodic financial information as inside information until publication, regardless of whether it departed from guidance or consensus. Technical Note 506.3 (July 2025) already requires case-by-case assessment against Article 7 of UK MAR.
- No reassessment during the delay. Issuers took an early view while facts were developing, then did not revisit it as market expectations settled or price sensitivity diminished.
- Treating a closed period as proof of inside information. One issuer assumed that opening a closed period meant inside information existed, and created insider lists and prepared notifications for information that was neither precise nor price sensitive.
- Automation without a checkpoint. Automated or semi-automated processes sometimes triggered insider list creation and DDII filings with no meaningful opportunity for reassessment.
Smaller issuers, the FCA observed, rely more heavily on advisers and outsourced company secretarial services. That is acceptable, provided the issuer retains enough internal understanding of its obligations to apply the advice and exercise informed judgement.
At the other end of the market, the FCA asked several larger Main Market issuers why they had filed no DDII notifications for an extended period. Their answers were satisfactory: scale meant fewer developments crossed the inside information threshold, and each had mature governance, typically a standing disclosure committee with clear ownership of inside information decisions.
Technology and the human decision
PMB 65 anticipates that Regtech tools will play an increasingly important role, and asks that they be accompanied by appropriate controls, governance and oversight, including an opportunity to reassess underlying assumptions before regulatory actions are triggered.
That distinction is a useful one for any compliance team to apply to its own processes, automated or manual. Whether information is inside information is a judgement under Article 7, made by people who understand the business and market expectations. Tools should support that judgement by recording who decided, when and why, and by prompting review as circumstances change. They should not substitute a fixed rule for it.
Two further points
Where an unexpected development requires a short period to clarify the position before a complete announcement, DTR 2.2.9G(2) allows for it, and in the case reviewed the FCA did not consider a subsequent DDII notification necessary. Consistent with earlier ESMA guidance, a short pause to establish the facts can still constitute disclosure "as soon as possible" under Article 17(1), rather than a formal delay. Boards should be clear at the time which route they are taking.
Separately, from 21 September 2026 every new equity case submitted through the FCA's Electronic Submission System (ESS), including guidance requests, must include the new inside information declaration form with the first submission. Without it, the FCA will not allocate the case for review.
What to take from PMB 65
PMB 65 introduces no new rules, but it shows clearly where the FCA is looking. For most issuers, the response is a review of existing practice:
- Review announcement templates, and reserve the inside information rubric for announcements that disclose inside information.
- Route promotional content through the correct channels, remembering that UK MAR still applies.
- Assess periodic financial information case by case against Article 7.
- Build a documented reassessment step into every delay.
- Confirm that any automated workflow allows for a human decision before an insider list is opened or a DDII notification filed.
- Ensure in-house teams understand the framework well enough to own decisions made with adviser support.
Each of these comes back to the same expectation: inside information and disclosure decisions must be actively made, recorded and revisited. Our insider list resources cover these obligations in more detail.