On 19 February 2026, the European Securities and Markets Authority (ESMA) issued a Consultation Paper on MAR guidelines on delay in the disclosure of inside information.
Background
Under the Market Abuse Regulation (MAR), issuers are to disclose to the public as soon as possible the inside information that directly concerns them. Intermediate steps in a protracted process are subject to the disclosure obligation if they qualify as inside information. Exceptionally, issuers are allowed to temporarily delay the disclosure of inside information, provided that they have a legitimate interest to delay the disclosure, the public is not to be misled and confidentiality is ensured.
The Listed Act amended MAR by stipulating that, from June 2026, protracted processes are no longer subject to the obligation of disclosure of inside information until completion. Also, in relation to the delay, the Listing Act amended MAR by replacing the condition that the delay should not mislead the public, with the requirement that the information the issuer intends to delay should not be in contrast with its latest announcement on the same matter.
The Listing Act required the European Commission to adopt a delegated act including a non-exhaustive list of protracted processes and, for each process, to identify the moment when the relevant final event or final circumstance is deemed to have occurred and the inside information is to be disclosed. In addition, the Listing Act empowers ESMA to review the existing MAR guidelines on delayed disclosure of inside information to make them compatible with the new regime.
Consultation
The Consultation Paper sets out a draft version of ESMA’s proposed amendments to the MAR guidelines. In particular, given that protracted processes will be no longer be subject to the disclosure obligation until completion, ESMA is proposing to delete from the MAR guidelines all those legitimate interests for the delayed disclosure that relate to protracted processes. Also, ESMA identifies additional legitimate interests for the delay, such as where the issuer is requested not to disclose information by a public authority, needs to collect additional information or is participating in several procurement processes for similar contracts. As the Listing Act removed from MAR the condition that the delay in the disclosure should not mislead the public, ESMA is also deleting the relevant section from the MAR guidelines.
Next steps
The deadline for comments is 29 April 2026.
ESMA intends to publish a final report in Q4 2026.