--- title: "ESMA Q&A 2303 — Q&A — Application of a new exception to PDMRs’ general [Answer Published]" shortTitle: "ESMA Q&A 2303 — Q&A — Application of a new exception to PDMRs’ general [Answer Published]" answer_id: ESMA_QA_2303 topic: "Managers' transactions" status: "Answer Published" type: qa instrument_type: qa authority: ESMA binding: false binding_character: non_binding legal_status: in_force regulation: "MAR" mar_level3: true mica_level2: false legal_basis: "Article 19 (12a) of MAR as introduced by the Listing Act" date: 10 October 2024 source_link: https://www.esma.europa.eu/publications-data/questions-answers/2303 lifecycle: "Answer Published" text_version: "ESMA Q&A register, 10 October 2024" source_url: "https://www.esma.europa.eu/publications-data/questions-answers/2303" check_status: matched verified: true last_checked: 2026-10-26 checked_against: "the ESMA publication" source: prepared_by: "European Commission" published_by: "ESMA" published_in: "ESMA Q&A tool" evidence: prepared_by: "Answer provided by the European Commission" locator: "ESMA Q&A entry ESMA_QA_2303, first line of the answer field" document_type: "qa_answer" legal_nature: "not_legislation" addressees: "not stated in the document" dates: published_on: "2026-02-18" question_submitted_on: "2024-10-10" locators: published_on: "ESMA Q&A Excel export ESMA_QA_2303, column 'Esma responses', date line" question_submitted_on: "ESMA Q&A Excel export ESMA_QA_2303, column 'Date of submission'" lifecycle_label: "Answer Published" --- **Answer prepared by the European Commission, published in the ESMA Q&A tool · not legislation · published 18 Feb 2026 [Answer Published]** *Answer Published · ESMA Q&A register, 10 October 2024 · Checked against the ESMA publication on 26 Oct 2026 · [Official source](https://www.esma.europa.eu/publications-data/questions-answers/2303)* | | | |---|---| | **Full title** | ESMA Q&A 2303 — Q&A — Application of a new exception to PDMRs’ general \[Answer Published\] | | **Prepared by** | European Commission | | **Published by** | ESMA, in the ESMA Q&A tool | | **Reference** | ESMA_QA_2303 | | **Document type** | Q&A | | **Legal nature** | Not legislation | | **Addressees** | Not stated in the document | | **Dates** | Published 18 February 2026; question submitted 10 October 2024 | | **Legal basis** | Article 19 (12a) of MAR as introduced by the Listing Act | | **Related instruments** | None recorded | | **Text on this page** | Word for word — the full text of the ESMA publication | **Application of a new exception to PDMRs’ general prohibition to trade during the close period** ### Question Does Article 19(12a) of MAR require issuers to expressly allow their PDMRs to trade during a closed period in the case of transactions or trade activities that do not relate to active investment decisions, that result exclusively from external factors or actions of third parties, or that are based on predetermined terms? *** ### Answer Answer provided by the European Commission in accordance with Article 16b(5) of the ESMA Regulation: Article 19(12a) sets out an exemption allowing PDMR to trade during the closed period where transactions or trade activities fall outside the PDMR’s direct control or where they do not involve an active choice by that PDMR. Those are transactions or trade activities that do not relate to active investment decisions, result exclusively from external factors or actions of third parties, or that are based on predetermined terms. As those situations are case-specific, the issuer has to verify that the relevant conditions are met in each individual case, i.e. to assess whether transactions do not relate to active investment decisions undertaken by the PDMR, result exclusively from external factors or actions of third parties, or are based on predetermined terms. Nevertheless, while the application of the exemption implies the issuer’s prior internal assessment of the compliance with the aforementioned conditions, it does not require a formal prior approval by the issuer, and, where those conditions are met, the approval is to be considered automatic. Disclaimer: The answers clarify provisions already contained in the applicable legislation. They do not extend in any way the rights and obligations deriving from such legislation nor do they introduce any additional requirements for the concerned operators and competent authorities. The answers are merely intended to assist natural or legal persons, including competent authorities and Union institutions and bodies in clarifying the application or implementation of the relevant legal provisions. Only the Court of Justice of the European Union is competent to authoritatively interpret Union law. The views expressed in the internal Commission Decision cannot prejudge the position that the European Commission might take before the Union and national courts. *** **Source:** [ESMA original document](https://www.esma.europa.eu/publications-data/questions-answers/2303) ## Related Level 1 articles - [Article 19 — Managers’ transactions](../../../articles/19.md)