ESMA consults on disclosure requirements and updates guidelines and Q&As under the Prospectus Regulation

The European Securities and Markets Authority (ESMA), the EU’s financial markets regulator and supervisor, has published a package of materials under the Prospectus Regulation to reflect changes introduced by the Listing Act. The measures aim to promote supervisory convergence and contribute to ESMA’s simplification and burden-reduction efforts.

The Consultation Paper seeks stakeholder feedback on updates intended to help issuers and their advisers better understand expected disclosure under the revised Prospectus Regulation. They also simplify existing guidance by reducing the parts that are no longer necessary.

Stakeholders are invited to respond to the consultation by 9 November 2026. ESMA expects to publish the Final Report and updated Guidelines in Q2 2027.

The revised Q&As adjust legal references reflecting the amended Prospectus Regulation, introduce further clarifications where needed, and remove obsolete content. To help stakeholders navigate the changes, ESMA has prepared an overview explaining the key changes and the reasons behind them.

The Guidelines establish a common approach for assessing whether a supplement introduces new securities to a base prospectus. They provide national competent authorities with a methodological and easy-to-apply framework and give market participants greater certainty when submitting supplements.

The Guidelines will apply when the translations into all official EU languages become available.

The RTS update the requirements for financial information in prospectus following Listing Act reforms. They align summary disclosure requirements with the revised disclosure framework and support more proportionate information requirements.

ESMA has submitted the Final Report to the European Commission for a decision on whether to adopt the RTS updating Commission Delegated Regulation 2019/979.

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