MAR › Level 2 › Delegated acts
2026/789 — Delegated act — Protracted processes and delay of disclosure [in force]
Financial servicesLevel 2Delegated RegulationMARIn forceOfficial source
COMMISSION DELEGATED REGULATION (EU) 2026/789 of 8 April 2026 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards disclosure of inside information in protracted processes and delay of disclosure (Text with EEA relevance)
Recitals
-
The non-exhaustive list of final events or final circumstances in protracted processes referred to in Article 17(12), point (a), of Regulation (EU) No 596/2014 should facilitate the identification of the moment when disclosure of inside information is required pursuant to Article 17(1) of that Regulation. It follows that such list should be as extensive as possible, by including the protracted processes that are most common to issuers. A protracted process involves a series of actions, steps, or decisions spread in time which need to be performed, at least in part, by an issuer, to achieve an intended objective or result.
-
To accommodate Member States’ specificities, including with respect to company law, insolvency law and rules governing judicial or administrative proceedings, the non-exhaustive list of final events or final circumstances in protracted processes should be drawn up in a generic manner. Market participants and competent authorities should use that list in the light of all relevant Union and national law.
-
The non-exhaustive list of final events or final circumstances in protracted processes should apply without prejudice to the assessment of whether, under the circumstances of a specific case, a protracted process gives rise to inside information. It follows that when, in a specific case, the information relating to a final event or final circumstances in a protracted process included in the non-exhaustive list does not qualify as inside information pursuant to Article 7 of Regulation (EU) No 596/2014, an issuer should not be under the obligation to disclose that information under Article 17(1) of that Regulation.
-
National law, or the by-laws, or the statute of an issuer may require that the supervisory board approves a decision. To account for issuers with a two-tier board structure, that supervisory board should fulfil the role of an issuer’s governing body for complying with the relevant moment of disclosure set out in the non-exhaustive list of final events or final circumstances in protracted processes. To ensure timely disclosure where the supervisory board of an issuer is to endorse the decision of the management board, the internal decision-making process of that issuer should provide for the decision of the supervisory board to be taken as soon as possible after the decision of the management board.
-
To account for situations where, in a protracted process, the board of directors of an issuer has delegated any of its powers or functions to a committee or to an executive director, including a Chief Executive Officer, or where a committee or an executive director is entitled to act on behalf of an issuer, that committee or executive director should fulfil the role of an issuer’s governing body for complying with the relevant moment of disclosure set out in the non-exhaustive list of final events or final circumstances in protracted processes.
-
To account for differences in national company laws across the Union, in cases where national company law requires that a decision by the issuer’s governing body as referred to in the non-exhaustive list of final events or final circumstances in protracted processes is approved by the shareholders and where that list refers to a decision by the issuer’s governing body as the relevant moment of disclosure, the decision by that governing body to submit a proposal to the shareholders for approval should constitute the relevant moment of disclosure.
-
To enhance legal clarity for issuers that are credit institutions, the non-exhaustive list of final events or final circumstances in protracted processes should include protracted processes that are specific to the recovery and resolution of credit institutions. However, certain recovery and early intervention measures set out in Directive 2014/59/EU of the European Parliament and of the Council are not specific to the recovery and resolution of credit institutions but rather correspond to protracted processes that are common to all issuers. It follows that, for those common protracted processes, to identify when disclosure of inside information should take place, credit institutions should refer to the section of the non-exhaustive list covering protracted processes that relate to the business strategy of an issuer. For the same reason, the non-exhaustive list of final events or final circumstances in protracted processes should also include protracted processes relating to the preparation for resolution action with respect to insurance and reinsurance undertakings.
-
Given the non-exhaustive nature of the list of final events or final circumstances in protracted processes, the identification of final events or final circumstances with respect to protracted processes not included in that list should remain subject to a case-by-case assessment. That means that issuers should remain responsible for the identification of the final event or final circumstances and of the relevant moment of disclosure. In such cases, issuers should be able to rely on the non-exhaustive list, provided that there are similarities between final events or final circumstances in protracted processes not included in the list and those included in the list. To demonstrate compliance with Article 17(1) of Regulation (EU) No 596/2014, an issuer should, upon the request of the competent authority, be able to substantiate the reasons for the identification of the final event or the final circumstances and the relevant moment of disclosure.
-
The non-exhaustive list of situations referred to in Article 17(12), point (b), of Regulation (EU) No 596/2014 should provide legal certainty to issuers and emission allowance market participants when assessing whether there is a contrast between the inside information that they intend to delay disclosing and their latest public announcement or other type of communication on the same matter. Exceptionally, in cases where it is not possible to draw a clear conclusion as to whether there is a contrast only on the basis of the latest public announcement or other type of communication, an issuer or an emission allowance market participant should also consider previous announcements or communications.
-
To enhance legal clarity for issuers and emission allowance market participants when assessing whether the inside information is in contrast with previous public announcements or other type of communication, it is necessary to provide a list of types of communication that issuers and emission allowance market participants should take into account in their assessment,
Article 1 — Disclosure of inside information in protracted processesArticle page
The non-exhaustive list of final events or final circumstances in protracted processes referred to in Article 17(12), point (a), of Regulation (EU) No 596/2014 is laid down in Annex I.
Article 2 — Delayed disclosure of inside informationArticle page
1.The non-exhaustive list of situations where the inside information is in contrast with the latest public announcement or other type of communication referred to in Article 17(12), point (b), of Regulation (EU) No 596/2014 is laid down in Annex II.
2.For the purposes of paragraph 1, the other types of communication by an issuer or an emission allowance market participant on the same matter to which the inside information refers are laid down in Annex III.
Article 3 — Entry into force and applicationArticle page
This Regulation shall enter into force on the third day following that of its publication in the Official Journal of the European Union.
ANNEX IAnnex page
Non-exhaustive list of final events or final circumstances in protracted processes as referred to in Article 17(12), point (a), of Regulation (EU) No 596/2014
| No | Protracted process | Final events or final circumstances | Moment of disclosure |
| A | Business strategy | ||
| 1 | Agreements (including the acquisition or disposal of relevant assets or subsidiaries) | Signing of the agreement or other equivalent act with binding effect | As soon as possible after the signing of the agreement or any other equivalent act with binding effect. |
| 2 | Mergers | Approval of draft terms of merger | As soon as possible after the issuer’s governing body has approved the draft terms of merger as specified in Article 91(2) of Directive (EU) 2017/1132 of the European Parliament and of the Council. |
| 3 | Major corporate reorganisations | Decision on a corporate reorganisation | As soon as possible after the issuer’s governing body has taken the final decision to proceed with a corporate reorganisation. |
| 4 | Voluntary termination of a material agreement by the issuer | Decision to terminate a material agreement | As soon as possible after the issuer’s governing body has taken the decision to terminate a material agreement. |
| B | Capital structure, dividends and interest payments | ||
| 5 | Capital increase | Decision to increase the capital | As soon as possible after the issuer’s governing body has taken the final decision to increase the capital. |
| 6 | Issuance of new instruments | Decision to issue new instruments | As soon as possible after the issuer’s governing body has taken the final decision to issue new instruments. |
| 7 | Share buy-back | Decision to carry out a share buy-back | As soon as possible after the issuer’s governing body has taken the final decision to carry out a share buy-back. |
| 8 | Conversion of instruments | Decision to convert instruments | As soon as possible after the issuer’s governing body has taken the final decision to convert instruments. |
| 9 | Dividends | Decision to propose a distribution of dividends or a change in the dividend policy to the shareholders | As soon as possible after the issuer’s governing body has taken the decision to submit to the shareholders a dividend distribution or a change in the dividend policy for approval. |
| 10 | Postponement or cancellation of interest payments or redemption payments | Decision to postpone or cancel interest or redemption payments | As soon as possible after the issuer’s governing body has taken the decision to postpone or cancel the interest or redemption payments. |
| C | Financial information | ||
| 11 | Financial reports or interim financial reports | Acknowledgement or approval of financial results | As soon as possible after the issuer’s governing body has acknowledged or approved the financial results. |
| 12 | Forecasts | Acknowledgement or approval of the forecasts | As soon as possible after the issuer’s governing body has acknowledged or approved the forecasts. |
| D | Corporate governance | ||
| 13 | Appointment or removal of members of an issuer’s governing body or of managers holding a key role | Decision on the appointment or removal | As soon as possible after the issuer’s governing body has taken the decision to appoint or remove a member of the issuer’s governing body or a manager holding a key role. |
| 14 | Significant amendments to the articles of incorporation, or to the by-laws | Decision to propose significant amendments to the issuer’s articles of incorporation, or to the by-laws to the shareholders | As soon as possible after the issuer’s governing body has taken the decision to submit to the shareholders significant amendments to the articles of incorporation, or to the by-laws for approval. |
| E | Interventions by public authorities | ||
| 15 | Application for a licence or authorisation | Application for a licence or authorisation | As soon as possible after the issuer has submitted the application for a licence or for authorisation to the competent authority. |
| 16 | Granting or rejection of licence or authorisation | Granting or rejection of licence or authorisation | As soon as possible after the issuer has received the formal notification from the competent authority granting a licence or an authorisation, or rejecting an application for a licence or for authorisation, even where, further to an application, the issuer and the competent authority exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 17 | Withdrawal of licence or authorisation | Withdrawal of licence or authorisation | As soon as possible after the issuer has received the formal notification from the competent authority withdrawing the licence or the authorisation, even where the issuer and the competent authority previously exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 18 | Application for recognition of intellectual property (‘IP’) rights | Application for recognition of IP rights | As soon as possible after the issuer has submitted the application for recognition of IP rights to the competent authority. |
| 19 | Recognition of IP rights | Notification of recognition or non-recognition of IP rights | As soon as possible after the issuer has received the formal notification of recognition or non-recognition of IP rights, even where, further to an application for recognition of IP rights, the issuer and the competent authority exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 20 | Application for authorisation to commercialise a product | Application for authorisation to commercialise a product | As soon as possible after the issuer has submitted an application for authorisation to commercialise a product to the competent authority. |
| 21 | Authorisation to commercialise a product | Authorisation to commercialise a product | As soon as possible after the issuer has received the formal notification from the competent authority granting an authorisation to commercialise a product, or rejecting an application for authorisation to commercialise a product, even where, further to an application, the issuer and the competent authority exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 22 | Medical/clinical trials for pharmaceutical products | Conclusion of medical/clinical trials | As soon as possible after the issuer has concluded the medical/clinical trials. |
| 23 | Authorisation to commercialise medical/pharmaceutical products | Authorisation to commercialise medical/pharmaceutical products | As soon as possible after the issuer has received the formal notification of the final decision from the competent authority (regardless of whether it is an acceptance or a rejection), even where, further to an application for authorisation to commercialise a medical/pharmaceutical product, the issuer and the competent authority exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 24 | Participation in a public procurement process | Award of contract | As soon as possible after the issuer has received the formal notification that the issuer has been awarded a contract, even where, further to the participation in a public procurement process, the issuer and the public authority exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 25 | Pre-insolvency/restructuring proceedings | Decision to enter into pre-insolvency proceedings or agreements with creditors | In case of proceedings supervised by a court, as soon as possible after the issuer’s governing body has taken the decision to file for pre-insolvency/restructuring proceedings. In case of proceedings not supervised by a court, as soon as possible after the issuer’s governing body has signed an agreement with creditors or any other arrangements foreseen for the case of pre-insolvency. |
| 26 | Insolvency | Filing for insolvency | As soon as possible after the issuer’s governing body has taken the decision to file for insolvency. |
| F | Credit institutions, insurance undertakings and reinsurance undertakings | ||
| 27 | Supervisory review and evaluation as referred to in Article 97 of Directive 2013/36/EU of the European Parliament and of the Council | Formal decision of the competent authority | As soon as possible after the credit institution has received the final supervisory review and evaluation process decision from the competent authority, even where the issuer and the competent authority previously exchanged preliminary information or draft decisions that may on their own amount to inside information. |
| 28 | Reduction of own funds, pursuant to Article 77 of Regulation (EU) No 575/2013 of the European Parliament and of the Council | Formal decision of the competent authority to authorise the reduction of own funds | As soon as possible after the credit institution is notified that the reduction of own funds has been authorised by the competent authority, even where the issuer and the competent authority previously exchanged preliminary information or draft decisions that may on their own amount to inside information. |
| 29 | Preparation for resolution action, including any decision or action adopted by the competent authority or the resolution authority until the adoption of the decision to take resolution action | Decision of the resolution authority to take resolution action in accordance with Article 82(1) and (2) of Directive 2014/59/EU or Article 64 of Directive (EU) 2025/1 of the European Parliament and of the Council | As soon as possible after the decision of the resolution authority is published pursuant to Article 83(4) of Directive 2014/59/EU or Article 65(3) of Directive (EU) 2025/1. |
| 30 | Insolvency proceedings in accordance with applicable national law | Decision of the competent authority in accordance with applicable national law | As soon as possible after the institution is notified of the decision of the competent authority in accordance with applicable national law. |
| G | Legal proceedings, sanctions and delisting | ||
| 31 | Administrative proceedings | Decision of the competent authority | As soon as possible after the issuer is formally informed by the competent authority of its final decision following the relevant investigations, even where the issuer and the competent authority previously exchanged preliminary information or draft decisions that may on their own amount to inside information, or where the decision may be or is subject to an appeal. |
| 32 | Precautionary measures within judicial proceedings, both as plaintiff or defendant | Decision by an authority or a court | As soon as possible after the issuer has received the notification of the decision on the precautionary measures, even where the decision may be or is subject to an appeal. |
| 33 | Judicial proceedings | Decision by an authority or a court | As soon as possible after the issuer has received the notification of the decision, even where the decision may be or is subject to an appeal. |
| 34 | Proceedings for the quantification of sanctions | Decision on sanction | As soon as possible after the issuer is informed of the decision on the sanction, even where the decision may be or is subject to an appeal. |
| 35 | Delisting | Decision on the delisting | In the case of voluntary delisting, as soon as possible after the issuer’s governing body has taken the final decision on the delisting. In case of a delisting decision by the competent authority or by the trading venue, as soon as possible after the issuer has received the formal notification of the delisting decision, even where the issuer and the competent authority or the trading venue previously exchanged preliminary information or draft decisions that may on their own amount to inside information. |
ANNEX IIAnnex page
Non-exhaustive list of situations where the inside information is in contrast with the latest public announcement or other type of communication as referred to in Article 17(12), point (b), of Regulation (EU) No 596/2014
| No | Situation |
|---|---|
| 1 | Inside information concerning a material change to forecasts, financial results or business objectives as previously publicly announced or communicated (such as, profit warnings or earning surprises). |
| 2 | Inside information concerning a material change to the environmental or social impact of a project or a product as previously publicly announced or communicated (such as, environmental targets that are not met). |
| 3 | Inside information concerning the financial viability of an issuer / emission allowance market participant where materially different information regarding its financial conditions was previously publicly announced or communicated (such as, the need for a capital increase or an extraordinary bond issuance). |
| 4 | Inside information concerning the fact that the results or the deadlines of a product or a project under development will not be met, where those results or deadlines were previously publicly announced or communicated. |
| 5 | Inside information concerning a material change to the capital structure as previously publicly announced or communicated (such as, a significant modification in the issuance of financial instruments). |
| 6 | Inside information concerning a material change in a business strategy that was previously publicly announced or communicated (such as, a decision to enter a new geographical market segment). |
| 7 | Inside information concerning a material change to core elements of a contract or a deal that was previously publicly announced or communicated (such as, the termination of a commercial partnership, or, in the case of an acquisition, the choice of a different target company). |
| 8 | Inside information concerning a material change to the corporate governance as previously publicly announced or communicated, including management structure and codes of conduct (such as, a decision to cancel a planned increase in the number of independent Board members). |
ANNEX IIIAnnex page
Other types of communication as referred to in Article 2(2) of this Regulation
Any communication or press release published by the issuer / emission allowance market participant, including via social or other media and on its website.
Public interviews delivered by any person formally representing the issuer / emission allowance market participant.
Publicly accessible pre-close calls, roadshows and other public events, including webinars and podcasts, organised or authorised by the issuer / emission allowance market participant, and in which any person formally representing the issuer / emission allowance market participant takes part.
Advertising and marketing campaigns made public by the issuer / emission allowance market participant.
Publicly accessible regulatory filings by the issuer / emission allowance market participant.
Publicly accessible communications delivered in the context of the issuer’s / emission allowance market participant’s shareholders’ meetings.
Any other communication to the public delivered by any person formally representing the issuer / emission allowance market participant.