The Listing Act continues to take shape. Since our January and April newsletters, several measures we flagged as drafts or proposals have now been finalised, and related Market Abuse Regulation measures have entered into force. ESMA has also published a substantial new package of guidance on the Listing Act's prospectus reforms.
EU prospectus format now standardised
Prospectuses are about to look a lot more alike across the EU. Commission Delegated Regulation (EU) 2026/1061 of 7 May 2026, published on 13 August 2026, amends Delegated Regulation (EU) 2019/980 to standardise the format and sequence of prospectuses and to streamline their content, scrutiny and approval.
Three changes stand out for issuers preparing their next transaction:
the separate retail and wholesale annexes for non-equity securities are gone: a single registration document and a single securities note now cover both, with retail- and wholesale-specific items simply flagged within that single framework.
first-time public offerings of shares admitted to trading on a regulated market get their own dedicated “EU IPO prospectus” category, with a standardised format and sequence. It can be drawn up as a single document or as separate documents. Risk factors must now occupy a prominent position in every type of prospectus, not just IPO prospectuses.
the scrutiny process is tighter. Competent authorities can no longer apply additional scrutiny criteria because they consider them necessary for investor protection. They may, however, set deadlines for issuers to submit revised drafts or supplementary information, giving at least 10 working days for an updated draft. The overall approval timeframe is 90 working days from the initial application, extended to 100 working days for SMEs, with a further extension of up to 30 working days available if the issuer requests it in writing.
ESMA's September package
On 9 September 2026, ESMA published a package of updated prospectus Q&As, a consultation on revised disclosure guidelines, and two final reports, all designed to bring existing guidance into line with the Listing Act.
The Q&A update is largely housekeeping: legal references have been refreshed, clarifications added where needed, and obsolete content stripped out. Some Q&As have been deleted because the legislation now answers the question directly, while others became redundant once their underlying legal basis was removed or expired.
The consultation essentially spring-cleans the guidelines to match the Listing Act. Five existing guidelines, each affected by disclosure requirements the Listing Act has removed or changed, are proposed for withdrawal, alongside two new guidelines, including guidance on the management report. Guidance on profit forecasts, historical financial information and related party transactions is also being updated, while the separate risk factor guidelines are being folded into the revised disclosure framework. Comments are due by 9 November 2026, and ESMA expects to publish its final report and updated guidelines in the second quarter of 2027.
The two final reports close out separate strands of work:
the first sets guidelines on when a supplement introduces a new type of security to a base prospectus, giving competent authorities a common methodology and issuers greater certainty. These guidelines take effect once translations into all official EU languages are available.
the second finalises amendments to the technical standards on key financial information in a prospectus summary, aligning summary requirements with the Listing Act's revised disclosure framework and shortening the historical financial information requirements. ESMA has clarified that this RTS does not apply to EU Follow-on and EU Growth issuance prospectuses, which have their own separate summary regime under Article 7(12a) of the amended Prospectus Regulation. ESMA has submitted its final report to the European Commission, which will decide whether to adopt the amendments to Delegated Regulation (EU) 2019/979.
Delegated regulations entered into force
Three further delegated regulations we previously reported as drafts or pending adoption have since entered into force:
Commission Delegated Regulation (EU) 2026/773 on the reduced content and standardised format of the EU Follow-on prospectus and the EU Growth issuance prospectus, covered in our April newsletter, entered into force on 18 June 2026.
Commission Delegated Regulation (EU) 2026/789 on disclosure of inside information in protracted processes and delay of disclosure, covered in our January newsletter, entered into force on 19 July 2026.
Commission Delegated Regulation (EU) 2026/788 on closed period trading permissions, cross-border trading venue designation and market manipulation indicators, covered in January, entered into force on 5 August 2026.
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