On 18 February 2026, ESMA published a public statement providing guidance to national competent authorities ("NCAs"), issuers and their advisers on the implementation of certain changes to the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation" or "PR"), as amended by Regulation (EU) 2024/2809 (the "Listing Act").
The statement provides three main points.
Transitional provisions – Article 48a
Article 48a (1) of the Prospectus Regulation provides that prospectuses approved until 4 June 2026 shall continue to be governed until the end of their validity by the version of the Prospectus Regulation in force on the day of their approval. ESMA clarified that this provision should not be applied restrictively and that registration documents and universal registration documents ("URDs") fall within its scope notwithstanding the reference to "prospectuses" only, given that the 12-month validity period of those documents was not modified by the Listing Act. ESMA therefore expects NCAs to allow registration documents and URDs approved or filed until 4 June 2026 to be incorporated into tripartite prospectuses approved thereafter until the end of their validity, subject to ongoing supplement and amendment obligations.
Legacy secondary issuance and EU Growth prospectus regimes
Articles 48a (2) and (3) of the Prospectus Regulation provide that prospectuses approved until 4 March 2026 under the simplified disclosure regime for secondary issuances (previously Article 14 PR) and the EU Growth prospectus regime (previously Article 15 PR) continue to be governed by those articles until the end of their validity. Given that those regimes expired as of 5 March 2026 and prospectuses can no longer be approved under them, Articles 48a(2) and (3) do not apply to standalone registration documents published under those regimes. Tripartite prospectuses approved under the simplified regime for secondary issuances and EU Growth prospectuses, before 5 March 2026, however, will continue to be valid in accordance with, respectively, Articles 14 and 15 as set out in Articles 48a (2) and (3).
New short-form prospectuses - interim disclosure guidance
As of 5 March 2026, issuers may use the following two new lighter prospectus types introduced by the Listing Act featuring reduced disclosure requirements and standardised formats while ensuring investors are provided with the information necessary to make informed investment decisions:
- EU follow-on prospectus which is available for offers to the public or admissions to trading on a regulated market where the issuer's or offeror's securities have been admitted to trading continuously for at least 18 months on a regulated market or an SME growth market, including for transfers from an SME growth market to a regulated market. An issuer with only non-equity securities admitted to trading may not, however, use it for an equity admission to a regulated market.
- EU growth issuance prospectus which is available exclusively for offers to the public by persons with no securities admitted to trading on a regulated market, targeting SMEs, issuers whose securities are or are to be admitted to an SME growth market, and certain smaller unlisted issuers below defined thresholds.
Pending the entry into application of the Delegated Act amending Delegated Regulation (EU) 2019/980 as regards the reduced content and the standardised format and sequence of the EU Follow-on prospectus and the EU Growth issuance prospectus (the "Delegated Act") - adopted on 4 March 2026 but subject to a three-month scrutiny period – ESMA clarifies that Articles 14a and 15a of the Prospectus Regulation already apply, and that EU Follow-on prospectuses and EU Growth issuance prospectuses should therefore be structured in line with the respective Annexes of the Prospectus Regulation. ESMA further recommends that issuers follow the Delegated Act's detailed disclosure framework in the interim, noting that whilst not yet binding, it can assist issuers and NCAs in determining what disclosure is necessary to satisfy the requirements under the updated rules under the Prospectus Regulation.
Related matters
In a related development, the Commission also adopted on 23 February 2026 the Delegated Act amending the regulatory technical standards laid down in Delegated Regulation (EU) 2019/979, updating the list of metadata necessary for the classification of prospectuses (including the new EU Follow-on and EU Growth issuance prospectuses) and the list of information that may be incorporated by reference. This delegated act is likewise subject to the three-month scrutiny period before it enters into application.
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