MAR Delayed Disclosure Reform: What Issuers Must Know Before 5 June 2026

From 5 June 2026, the rules governing when issuers must disclose inside information change fundamentally. The EU Listing Act (Regulation (EU) 2024/2809) amends Article 17 of the Market Abuse Regulation (MAR) to clarify that intermediate steps in protracted processes — M&A transactions, restructurings, debt negotiations, and similar — are no longer independently subject to immediate disclosure obligations. The obligation crystallises at the conclusion of the process, not at each intermediate step.

This is the most significant reform to MAR's inside information disclosure framework since the regulation entered into application in 2016. ESMA launched a consultation on revised MAR delayed disclosure guidelines on 19 February 2026, with responses due 29 April 2026 — meaning compliance teams and listed company legal counsel have a short window to understand the new framework before it applies.

This guide covers the current MAR framework, what changes on 5 June 2026, what the reform means for protracted process management, and what the new ESMA guidelines will require.

The Current MAR Framework: Article 17 Disclosure Obligations

The Core Obligation

Article 17(1) of MAR requires issuers to inform the public of inside information as soon as possible after it arises. Inside information is defined in Article 7 of MAR as:

"information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments."

The obligation is immediate — there is no general "grace period" for disclosure. Once information meets all four elements of the Article 7 definition (precise, non-public, issuer-related, price-sensitive), it must be disclosed.

The Article 17(4) Delay Mechanism

Article 17(4) permits issuers to delay disclosure of inside information on their own initiative if all three conditions are met:

1. Legitimate interest: Immediate disclosure would prejudice the issuer's legitimate interests
2. No misleading: Delayed disclosure would not be likely to mislead the public
3. Confidentiality: The issuer is able to ensure the confidentiality of the information

ESMA's current guidelines on delayed disclosure (published 2016, updated 2022) identify a non-exhaustive list of circumstances where immediate disclosure could prejudice a legitimate interest, including:

• Ongoing negotiations or related elements (if immediate disclosure would likely prejudice the outcome)
• Decisions taken or contracts made by the issuer's management body that need the approval of another body to become effective
• Products or inventions developed by the issuer where immediate disclosure would jeopardise the issuer's intellectual property rights
• Situations where the issuer is in financial difficulty and a rescue plan is under discussion

The "protracted process" situations — M&A, restructurings, debt negotiations — are the most commonly used in practice. Under the current rules, each intermediate step in such a process can itself constitute inside information (e.g., entering into a non-binding term sheet, completing due diligence, board approval) — requiring either immediate disclosure or a fresh delay analysis at each stage.

The Problem With the Current Approach

The current framework creates significant compliance burdens for issuers managing complex transactions:

• Each intermediate step in an M&A process must be assessed independently for whether it constitutes inside information
• If a step constitutes inside information, the issuer must immediately disclose or self-assess whether the Article 17(4) conditions are met and document that analysis
• Each delay decision must be separately notified to the competent authority upon eventual disclosure (Article 17(4) requires immediate post-disclosure notification)
• The "would not be likely to mislead the public" condition has been interpreted inconsistently across member states
• Market practice has diverged significantly, with some jurisdictions requiring extremely detailed delay records and others applying the framework more lightly

The result: issuers in complex transactions face legal uncertainty at each stage, often requiring external legal advice on each disclosure decision.

What Changes on 5 June 2026

The Listing Act Amendment

Regulation (EU) 2024/2809 — the EU Listing Act — amends Article 17 of MAR to resolve the protracted process problem. The core change, effective from 5 June 2026:

Intermediate steps in a protracted process no longer independently constitute inside information. Only the conclusion of the process (the final outcome) triggers the disclosure obligation. The issuer no longer needs to assess each intermediate step for disclosure purposes.

The specific new condition replaces the old "would not be likely to mislead the public" test. Instead, delayed disclosure of the final information will be permitted where the information is not in contrast with the issuer's latest announcement on the same matter. This is a clearer, more objective standard.

What This Means in Practice

Before 5 June 2026 (current rules):

• Non-binding term sheet signed → assess as potential inside information → disclose or delay and document
• Board approves mandate to proceed → assess → disclose or delay
• Due diligence completed → assess → disclose or delay
• Final agreement reached → disclose

After 5 June 2026 (new rules):

• Non-binding term sheet signed → no disclosure obligation (intermediate step)
• Board approves mandate to proceed → no disclosure obligation
• Due diligence completed → no disclosure obligation
• Final agreement reached → disclose (subject to any legitimate delay)

The number of disclosure assessments required during a complex transaction is dramatically reduced.

Issuers Will Use Article 17(4) Far Less

Because intermediate steps no longer constitute inside information, the Article 17(4) delay mechanism becomes much less relevant for protracted processes. The Listing Act amendments mean that issuers no longer need to rely on the delay mechanism for intermediate steps — those steps simply do not trigger the obligation in the first place.

Article 17(4) will still be relevant for one-off information events that constitute inside information but where disclosure would be immediately harmful (e.g., the completion of a transaction or announcement of a board decision where disclosure must be briefly withheld for operational reasons). But the routine use of the delay mechanism across the life of an M&A or restructuring process is substantially reduced.

The New Condition: "Not in Contrast With Latest Announcement"

The replacement condition — that delayed disclosure must not be "in contrast with the issuer's latest announcement on the same matter" — is designed to be more predictable than the former "not misleading" standard.

This means that an issuer who has, for example, publicly stated that it is not in discussions about a particular transaction cannot use the Article 17(4) delay mechanism to withhold inside information about discussions that have since begun. The issuer would need to update its public position before relying on a delay.

ESMA's consultation (19 February 2026) seeks stakeholder views on how the new condition should be interpreted and what it requires in practice. Key questions in the consultation include:

• How should "latest announcement on the same matter" be defined — does it include all public communications (ad hoc disclosures, earnings releases, press statements)?
• What happens when an issuer has made no announcement on a subject — does the condition apply?
• How should issuers document compliance with the new condition?
• What guidance should ESMA provide on interactions with the "no rumours" obligation under Article 17(7)?

Responses to the consultation are due 29 April 2026. Issuers and their advisers should consider submitting responses to shape the final guidelines before the 5 June 2026 application date.

Revised ESMA MAR Delayed Disclosure Guidelines

ESMA has stated that it will delete from its MAR delayed disclosure guidelines all "legitimate interests" examples that relate specifically to protracted processes — because those scenarios are now governed by the new Article 17 provisions directly, not by the delay mechanism.

The revised guidelines will retain legitimate interest examples for other categories (decisions requiring approval of another body, intellectual property protection, financial difficulty situations where no protracted process is involved). ESMA will add new guidance on the "not in contrast" condition.

Until ESMA publishes its final revised guidelines (expected H2 2026), issuers should:

• Apply the existing guidelines for all disclosure decisions before 5 June 2026
• Prepare internal disclosure policies to reflect the new intermediate steps framework
• Review and update transaction disclosure playbooks

Implications for Transaction Management

M&A Transactions

For M&A transactions, the reform significantly simplifies the disclosure workflow:

• Preliminary discussions, early-stage due diligence, and non-binding agreement stages no longer require independent disclosure assessments
• The disclosure trigger is the execution of the binding transaction agreement (or the final board decision to proceed)
• Issuers should document when a "protracted process" begins for the purposes of the new framework — the Listing Act does not define "protracted process" and ESMA guidance will be important

Restructurings and Debt Negotiations

For issuers in financial difficulty:

• Each stage of a restructuring negotiation (creditor discussions, standstill agreements, indicative terms, consent solicitations) no longer independently constitutes inside information
• The disclosure obligation arises at conclusion of the restructuring
• This provides significant operational relief for stressed issuers managing sensitive negotiations while maintaining market confidence

Board Decisions in Multi-Stage Approvals

Board decisions that require approval of a further body (e.g., shareholders, a supervisory board, a co-determination body in Germany) remain subject to the existing Article 17 framework — these are not "protracted processes" in the same sense and continue to be assessed independently.

Ad Hoc Notifications to NCAs

Under Article 17(4), issuers must notify their NCA immediately after disclosing the information that had been delayed. This obligation is not eliminated by the Listing Act reform — it applies when delayed disclosure is used (including for the final information at conclusion of a protracted process). Issuers should ensure their disclosure procedures capture the post-disclosure NCA notification requirement.

Who Is Affected?

The MAR disclosure reforms apply to all issuers with financial instruments admitted to trading on EU regulated markets, MTFs, and OTFs. This includes:

• Companies listed on EU regulated markets (Euronext Amsterdam, Deutsche Börse, Euronext Paris, Borsa Italiana, etc.)
• Companies with bonds or other debt instruments admitted to trading on EU venues
• Investment funds and REITs with listed securities
• SPACs and other structured vehicles with listed instruments

The reform is particularly relevant for:

• Listed M&A targets and acquirers: Managing disclosure across the full transaction lifecycle
• Listed companies in financial distress: Navigating restructuring without triggering market-sensitive disclosures at each negotiation step
• Investor relations and legal teams: Updating disclosure playbooks, policies, and NCAs notification procedures
• Investment banks and M&A advisers: Advising on disclosure obligations across transaction processes

Key Dates

Event	Date
EU Listing Act (Regulation 2024/2809) published	November 2024
ESMA consultation on revised MAR guidelines launched	19 February 2026
ESMA consultation closes	29 April 2026
New Article 17 framework enters application	5 June 2026
ESMA final revised MAR guidelines expected	H2 2026

How financialregulations.eu Can Help

Our platform covers the full MAR framework — including Regulation (EU) 596/2014 (MAR), the Delegated Regulations, ESMA Q&As, the EU Listing Act amendments, and NCA supervisory guidance. You can:

• Query the current rules: Ask about current Article 17 disclosure obligations, the conditions for delay, and how they apply to specific transaction types
• Track the reform: Query the Listing Act changes and how they interact with current MAR obligations
• Review policies: Upload draft disclosure policies or transaction disclosure playbooks for analysis against the new framework

Start analysing MAR disclosure requirements - free

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Frequently Asked Questions

When does the new MAR delayed disclosure framework apply?

The amendments to Article 17 of MAR introduced by the EU Listing Act (Regulation (EU) 2024/2809) enter application on 5 June 2026. Until that date, the current Article 17 framework (including the "not misleading" condition for delayed disclosure) continues to apply.

What is a "protracted process" under the new MAR framework?

The Listing Act does not provide a statutory definition of "protracted process." The concept captures complex multi-stage transactions where inside information may be generated at various stages before the process concludes — primarily M&A transactions, restructurings, and debt negotiations. ESMA's consultation (responses due 29 April 2026) seeks to develop guidance on the concept. Issuers should monitor the ESMA final guidelines expected H2 2026 for definitional clarity.

Does the reform eliminate the Article 17(4) delay mechanism?

No. The Article 17(4) delay mechanism remains in the regulation and can still be used where inside information arises that is not part of a protracted process but where immediate disclosure would harm a legitimate interest. The reform reduces the frequency of using the mechanism for protracted processes (because intermediate steps no longer trigger the disclosure obligation), but it does not eliminate the mechanism for one-off inside information events.

What is the "not in contrast with latest announcement" condition?

This replaces the former "not likely to mislead the public" condition for delayed disclosure. Where an issuer delays disclosure, the delayed information must not be in contrast with the issuer's latest public announcement on the same matter. This means an issuer that has publicly denied being in discussions about a transaction cannot use the delay mechanism to withhold inside information about discussions that have since begun — it would need to correct the public record first. ESMA's consultation seeks to clarify the precise scope and application of this condition.

Must issuers still notify NCAs of delayed disclosure?

Yes. Article 17(4) continues to require issuers to notify their NCA immediately upon disclosure of information that had been delayed. This notification obligation applies to any use of the Article 17(4) mechanism, including for inside information related to the conclusion of a protracted process. Internal disclosure procedures should capture this requirement.

How does this reform interact with rules on rumours?

Article 17(7) of MAR requires issuers to make a disclosure if there is a rumour that explicitly relates to inside information that has not yet been disclosed — where the rumour is sufficiently accurate to indicate that confidentiality can no longer be maintained. The "not in contrast" condition introduced by the Listing Act does not override Article 17(7). If a market rumour about a protracted process is accurate enough to compromise confidentiality, the issuer may still be required to make an ad hoc disclosure under Article 17(7) regardless of the intermediate steps framework.