EU fixes the moment issuers must disclose inside information in protracted processes
Issuer disclosure teams must disclose inside information at the Annex-defined final event, not at their own judged moment, and substantiate it on request
Change
On 8 April 2026, the European Commission adopted Delegated Regulation (EU) 2026/789 (published in the Official Journal 16 July 2026) supplementing the Market Abuse Regulation with non-exhaustive lists that fix the final events triggering disclosure of inside information in protracted processes (Annex I) and the announcements and communication types issuers and emission allowance market participants must assess against when delaying disclosure (Annexes II and III).
Why it matters
Annex I sets the relevant moment that triggers Article 17(1) disclosure for common protracted processes — from signing binding agreements and approving merger terms to governing-body decisions on capital, dividends, appointments, and licence, authorisation and resolution outcomes — so issuers can no longer treat that timing as open-ended judgement. Annexes II and III bound the delayed-disclosure route: an issuer or emission allowance market participant must check the withheld inside information against its latest public announcement and the listed communication types, and cannot delay where a contrast exists. Where national law, by-laws or delegation place the decision with a supervisory board, committee or executive director, that body is the governing body for timing, and the issuer must be able to substantiate its identification of the final event to the competent authority on request.
Implications
- — Issuer disclosure teams must record and retain the rationale identifying the Annex I final event and the precise relevant moment for each protracted process, and produce that substantiation on competent-authority request — inability to produce it defeats demonstration of compliance with Article 17(1).
- — Issuers and emission allowance market participants delaying disclosure must assess the withheld inside information against the Annex II contrast situations and the Annex III communication types, and cannot delay where a contrast with a prior public announcement exists — delaying through a contrast breaches the Article 17(4) delay conditions.
- — Issuers with two-tier boards, and those that have delegated powers to a committee or an executive director, must treat that supervisory board, committee or executive director as the governing body for fixing the disclosure moment, and must structure internal procedures so the supervisory-board decision follows the management decision as soon as possible — mistiming disclosure to the wrong body's decision misses the relevant moment.
- — Credit institutions, insurance and reinsurance undertakings must map their recovery-and-resolution and supervisory-review milestones to the specific Annex I final events (SREP decisions, own-funds reduction authorisations, resolution-action decisions) rather than to common business-strategy events — using the wrong trigger misstates when disclosure is due.
Who is affected
- — Issuer disclosure teams
- — Issuers and emission allowance market participants delaying disclosure
- — Issuers with two-tier boards or delegated governing powers
- — Credit institutions, insurance and reinsurance undertakings as issuers
What to watch
- — Effective: 19 July 2026 — Delegated Regulation (EU) 2026/789 enters into force on the third day after publication, from which the Annex I disclosure-moment list and the Annex II–III delayed-disclosure assessment apply directly in all Member States.