ESMA Publishes Prospectus Package to Align Rules With Listing Act

The European Securities and Markets Authority (ESMA) on 9 September 2026 published a package of materials under the Prospectus Regulation to reflect changes introduced by the Listing Act. The package comprises a consultation paper on updating the guidelines on disclosure requirements, a set of revised prospectus Q&As, final guidelines on supplements that introduce new securities to a base prospectus, and a final report updating regulatory technical standards (RTS) on key financial information in prospectus summaries. ESMA said the measures aim to promote supervisory convergence and contribute to its simplification and burden-reduction efforts.

The Listing Act, Regulation (EU) 2024/2809, was published in the Official Journal of the European Union on 14 November 2024 and amended the Prospectus Regulation to lower issuers’ costs while making prospectuses more useful for investors, prompting substantial changes and deletions in Commission Delegated Regulation 2019/980. According to the consultation paper, the Listing Act standardized the format and sequence of prospectuses and streamlined their disclosure requirements, set a page limit for share prospectuses, introduced exemptions for follow-on issuances by already listed companies, harmonized the rules on scrutiny and approval of prospectuses by national competent authorities, and allowed incorporation by reference of future financial information into base prospectuses. It also created two new short-form documents: the EU Follow-on prospectus, for public offers or admissions to trading by companies already listed on a regulated market or an SME growth market, and the EU Growth issuance prospectus, designed to minimize costs and administrative burden for SMEs and companies listed or to be listed on SME growth markets.

Consultation on Disclosure Guidelines

The consultation paper proposes deleting five existing guideline areas, covering the operating and financial review, capital resources, capitalisation and indebtedness, history of share capital, and information on holdings, because the corresponding disclosure requirements no longer exist in Commission Delegated Regulation 2019/980 and there is no legal basis to maintain them.

Two proposed new guidelines on management reports would replace the deleted Guideline 4. The first addresses consistency and comprehensibility between an incorporated management report and the rest of the prospectus, including how to handle situations where consistency is impracticable. The second covers issuers not required to prepare a management report under the Transparency and Accounting Directives, providing that material information normally contained in a management report and necessary for an informed investment decision must be included in the prospectus.

ESMA also proposes converting Q&A 993 on the identification of profit forecasts into four guidelines covering identification, accounting data and financial indicators, wording not considered a profit forecast, and the clear identification of profit forecasts, with no material changes to content. It proposes deleting Guideline 15 on the “bridge approach” because issuers are no longer required to include three years of historical financial information in prospectuses; the requirement has been shortened to two years, or one year for non-equity securities.

Guideline 41 on related-party transactions would be deleted as superfluous, since it repeats requirements set out in Item 7.4 of Annex 1 to the delegated regulation, and replaced with a new guideline stating that a related-party transaction has the same meaning as in IAS 24. ESMA further proposes consolidating the separate guidelines on risk factors under the Prospectus Regulation (ESMA31-62-1293) into the disclosure guidelines to reduce the number of Level 3 guidance documents. The paper’s cost-benefit annex shows the set falling from 57 guidelines in 18 sections to a proposed 49 guidelines in 14 sections.

The consultation poses 11 questions, and ESMA will consider all comments received by 9 November 2026. ESMA’s press announcement states that the authority expects to publish the final report and updated guidelines in the second quarter of 2027, while the consultation paper’s next-steps section states the first quarter of 2027.

Alongside the consultation, ESMA published revised Q&As that adjust legal references to the amended Prospectus Regulation, introduce clarifications and remove obsolete content. An overview of the changes lists item-by-item deletions with stated reasons, including that an answer is clear based on the law, is of limited added value, concerns a matter of national law, repeats a general principle, or that its legal basis was deleted. Q&A 993 is deleted because ESMA proposes integrating its content into the disclosure guidelines. A separate list identifies Q&As drafted by the European Commission, which ESMA has not revised and whose changes depend on further Commission instructions. The Q&A set was last updated on 3 February 2023 as version 12.

Final Guidelines and Technical Standards

Article 23(8) of the Prospectus Regulation required ESMA to develop guidelines by 5 June 2026 specifying the circumstances in which a supplement is to be considered to introduce a new type of security not already described in a base prospectus. The mandate relates to Article 23(4a), which provides that a supplement “shall not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus,” except where necessary to comply with capital requirements under Union law or national law transposing Union law. ESMA’s final report cites longstanding supervisory divergence recognized in Recital 54 of the Listing Act, under which one national authority could require an issuer to prepare a new base prospectus while another approved a supplement containing similar information.

ESMA consulted on the guidelines from 18 February 2025 to 19 May 2025 and received responses from 39 respondents. The report states that publication was delayed following the consultation because adjustments made in response to market feedback led ESMA to adopt a new approach based on the disclosure annexes of Commission Delegated Regulation 2019/980, which were only recently amended.

Under final Guideline 1, a supplement that involves disclosure from Annexes 17, 18, 19 or 21 that did not apply to the securities in the base prospectus is treated as introducing a new type of security, and a new base prospectus is required. Guideline 2 refines the assessment by type of underlying, listing equity securities, non-equity securities, reference entities or reference obligations, indices, interest rates, commodities, crypto-assets, baskets of underlyings, and underlyings outside those categories; a supplement may add disclosure about a type of underlying already included in the base prospectus. Guideline 3 sets a refined test for asset-backed securities based on specified items of Annex 19. Guideline 4 provides that a supplement may not add disclosure on sustainability-linked non-equity securities under Annex 23 where they were not previously included, while disclosure on non-equity securities with ESG-related use of proceeds or European Green Bonds may be added by supplement. Amendments to an existing guarantee may be made by supplement, but a new guarantor may be introduced only through incorporation by reference of an approved and valid registration document.

On costs, 25 respondents told ESMA that producing a new base prospectus relative to a supplement can cost between five and ten times as much and is resource intensive. The guidelines will be translated into the official EU languages and will apply from two months after their publication on ESMA’s website in all official languages.

The final report on the RTS, dated 9 September 2026, amends Commission Delegated Regulation (EU) 2019/979 to reduce the required historical financial information periods in prospectus summaries to match the Listing Act changes, and removes the cash-flow table for non-equity securities from Annex II because it lacks a corresponding item in Commission Delegated Regulation 2019/980. ESMA states that it did not conduct a public consultation or a formal cost-benefit analysis, citing the limited scope of the amendments, and that the Securities and Markets Stakeholder Group provided no comments.

ESMA has submitted the final report to the European Commission, which will decide whether to adopt the standards; the technical standards will also be subject to a scrutiny period by the European Parliament and the Council. ESMA states that the RTS do not apply to EU Follow-on prospectuses drawn up under Article 14a or EU Growth issuance prospectuses drawn up under Article 15a. Six replacement annexes set key-financial-information tables for non-financial entities, for both equity and non-equity securities, credit institutions, insurance companies, special purpose vehicles issuing asset-backed securities, and closed-end funds. Ahead of adoption, ESMA encouraged national competent authorities to anticipate the standards’ entry into application by ensuring a consistent approach with the Prospectus Regulation as amended by the Listing Act.