EU MAR Changes Land on 5 June: What to Do

The changes in brief

On 5 June 2026, the second batch of EU Listing Act changes to the Market Abuse Regulation kicks in. They affect when issuers have to disclose inside information during protracted processes, the test for delaying disclosure, the format of insider lists, and the sanctions regime for smaller issuers. Here is what is changing, what stays the same, and what to do before the date.

Two batches, not one

Two rounds of reform make up the Listing Act's overhaul of EU MAR (the EU Market Abuse Regulation, set out in Regulation (EU) 2024/2809). First round landed on 4 December 2024 and dealt with:

• PDMR reporting threshold, raised from €5,000 to €20,000 (PDMR meaning persons discharging managerial responsibilities).
• Closed-period exemption for transactions that don't involve an active investment decision by the PDMR.
• Market sounding safe harbour, clarified as a true safe harbour rather than a mandatory procedure.
• Share buy-back reporting, simplified to the most liquid market only.

Second round lands on 5 June 2026, and it is the bigger deal for in-house compliance teams. It changes when inside information has to be announced and rewrites the test for delaying that announcement.

Worth noting up front that UK MAR isn't following. More on that below.

Protracted processes: disclosure at the final event, not the way there

A protracted process is the classic MAR headache: M&A talks, a strategic restructuring, a regulatory approval that builds over months. Under the current regime, an intermediate step can itself be inside information once it's precise enough, and the issuer then has to decide whether to disclose immediately or to delay under Article 17(4). Result is a string of disclose-or-delay calls long before the deal is signed.

From 5 June 2026, that sequence changes. Article 17 has been amended so that the duty to disclose is owed at the "final event" of the protracted process, not at each intermediate step. A Commission delegated act, now adopted and due to apply on the same date, sets out a non-exhaustive list of final events (signing a binding agreement, final board approval and so on) and the moment at which each is deemed to occur.

Substance hasn't changed, only the announcement timing

Important point that gets missed: the change is to the timing of the public announcement, not to the substantive concept of inside information. Intermediate steps that are sufficiently precise are still inside information. That means the rest of MAR continues to bite from the moment the intermediate step is reached:

• Insider lists must still be created and kept current from the point at which the intermediate step becomes inside information.
• Prohibitions on insider dealing and unlawful disclosure apply from the same point.
• Wall-crossing, market soundings and the usual leak controls run from that point too.

What changes is the announcement clock, not the compliance clock. A team that reads "no disclosure required" as "no obligations at all" until the final event will get it wrong, and the resulting gap in the insider list is the kind of thing a regulator notices later.

A new test for delayed disclosure

Article 17(4) currently lets an issuer delay disclosure of inside information if three conditions are met: legitimate interests, no misleading of the public, and confidentiality. Middle limb has caused the most argument over the years, because "not likely to mislead the public" is an open-ended call that has to be made under time pressure.

From 5 June, that limb is replaced. A delayed disclosure must not contradict the issuer's latest public announcement or other public communication on the same matter. Other two limbs are unchanged.

It is a narrower, more concrete test, and it should be easier to apply in practice. The same delegated act sets out a non-exhaustive list of situations in which delayed information is treated as contradicting earlier communications. ESMA (the European Securities and Markets Authority) consulted on aligning its Guidelines on delay in the disclosure of inside information in February 2026, with comments closing on 29 April and a final report expected in Q4 2026.

What this means for issuers

In practice, two things need revisiting:

• Recent public communications. Trading updates, capital markets day statements, even tone-setting interviews can become the reference point against which a proposed delay is judged.
• Documentation behind the decision to delay. A delay log that simply ticked the old "no misleading" box won't survive contact with the new test. The reasoning needs to show why the information being delayed doesn't contradict what the company has previously said.

Both should be on the standard template before 5 June.

Insider lists: lighter format, same substance

Insider list rules themselves aren't changing. Duty to draw up an insider list, keep it current and make it available to the national competent authority on request remains. What changes is the format.

Until now, the "alleviated format" introduced for SME Growth Market issuers, which collects less personal data than the standard template, has been a concession for smaller issuers. From 5 June, Article 18 is amended so that the alleviated format becomes available to all issuers. ESMA finalised its draft implementing technical standards (ITS) on 21 October 2025, consolidating the existing templates and reducing the data collected from each insider, and those standards are due to apply alongside the other 5 June changes once adopted by the Commission.

In practice the effect is administrative: less personal data to collect from each insider, and a single format across the EU. Duties to identify everyone with access to inside information, the moment they got access and the moment they lost it, run exactly as before. Nothing about who goes on the list, or how current the list has to be, is softened.

That's exactly the kind of manual work InsiderList automates, so if your team still maintains lists in spreadsheets, the format change is a useful prompt to look at the workflow as well.

More proportionate sanctions for SMEs

Member States must, by 5 June 2026, introduce a more proportionate sanctions regime for SMEs. Maximum pecuniary sanctions for disclosure-related infringements can be set at lower absolute amounts than under the general regime. Sanctions for the other types of infringement, including insider dealing, unlawful disclosure and market manipulation, are unaffected.

Compliance teams at SME issuers should check that their national regulator has put the new regime in place, and recalibrate any internal risk register that previously assumed the full headline sanction.

UK MAR is not following

UK MAR was onshored at the end of 2020 by the European Union (Withdrawal) Act 2018, and at the time it tracked EU MAR closely. That alignment is now ending. There is no UK consultation on equivalent disclosure reforms, no FCA proposal on the protracted-process test, and no signal that the alleviated insider-list format will be extended on this side of the Channel.

What divergence looks like in practice

For groups with both EU-listed and UK-listed entities, the consequences from 5 June are practical and immediate:

• Delayed disclosure test. UK MAR still uses the "not likely to mislead the public" limb. EU MAR doesn't. Same scenario, two different judgement calls.
• Protracted processes. UK MAR still expects disclosure of intermediate steps that meet the inside-information test. EU MAR pushes the announcement to the final event. M&A and restructuring playbooks need separate decision trees.
• Insider list format. Once ESMA's new ITS is adopted, UK issuers will be on the current template and EU issuers on the alleviated one.

None of this changes the underlying offences. Insider dealing and unlawful disclosure are still insider dealing and unlawful disclosure on both sides. Divergence is in the procedural and disclosure architecture around those offences, and that is exactly where in-house compliance teams spend their time.

What to do before 5 June

A few days remain before the second batch lands, and the work needed is mostly procedural rather than structural.

Five things worth tackling now:

• Update the inside-information assessment template. "Is this inside information?" still applies at intermediate steps, but "Is this a final event for disclosure purposes?" needs to be a separate question on the form, with the analysis recorded separately for each.
• Rewrite the delayed-disclosure log. New test is "does delaying this contradict our most recent public communication on the same matter?" Needs its own section in the template, with a reference to the specific communication being checked against.
• Brief the disclosure committee, executive team and external advisers. Mock disclosure decisions on past M&A timelines and re-run them under the new rules. Gaps in current procedure show up fastest that way.
• For SME issuers, check national transposition. Confirm the new sanctions regime is in force in your jurisdiction, and update your risk register accordingly.
• For groups with UK listings, document the regime split. From 5 June, the same factual scenario can require disclosure under UK MAR and delayed disclosure under EU MAR. Procedures should make that visible rather than rely on memory.

Most of these are template and log changes. None require a new system, but all need to be in place before 5 June.

In short

Headline summary, in one breath: the EU is loosening disclosure timing for inside information arising in protracted processes, tightening the test for delaying disclosure once it does arise, lightening the insider list format and lowering the sanctions ceiling for SME issuers. UK MAR keeps the previous regime in place. Nothing changes about who needs to be on an insider list, when access changes, or what counts as inside information. Changes sit around those duties, not inside them.

For teams that already keep insider lists, deal clearances and PDMR notifications in a single system, the 5 June changes mostly mean updating templates and logs. For teams still juggling spreadsheets and email chains, the divergence between EU and UK is one more reason to consolidate. Either way, the documentation needs to be ready before the date, not after.