ESMA Statement on Listing Act Prospectus Compliance

ESMA News

Published February 18th, 2026

Detected February 19th, 2026

Summary

The European Securities and Markets Authority (ESMA) has issued a statement providing practical guidance on the Listing Act's revised prospectus framework. The guidance clarifies transitional rules for registration documents and universal registration documents, aiming to simplify compliance for issuers while maintaining investor protection.

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What changed

ESMA has published a statement to support the smooth implementation of the Listing Act, offering practical guidance to national competent authorities (NCAs), issuers, and their advisors on the application of revised prospectus rules. Key clarifications include that registration documents and universal registration documents approved or filed until June 4, 2026, fall under the Article 48a transitional regime and may continue to be used throughout their validity period. ESMA also provides guidance on disclosures for EU Follow-on and EU Growth issuance prospectuses until a Delegated Act takes effect.

This guidance is intended to enable issuers and advisors to rely on its content, with ESMA expecting NCAs to follow the outlined approach. The statement aims to simplify compliance and reduce burdens for issuers while ensuring investor protection. Regulated entities, particularly public companies and their financial advisors involved in capital markets transactions requiring prospectuses, should review the statement to understand the transitional provisions and disclosure requirements applicable until the new Delegated Act is in force.

Source document (simplified)

ESMA publishes statement supporting the smooth implementation of the Listing Act – simplifying prospectus compliance for issuers

Prospectus 18/02/2026 The European Securities and Markets Authority (ESMA), the EU’s financial markets regulator and supervisor, has issued a statement with practical guidance to national competent authorities (NCAs), issuers, and their advisors on the application of the revised prospectus framework introduced by the Listing Act.

ESMA clarifies that any registration documents and universal registration documents approved or filed until 4 June 2026 fall within the scope of the Article 48a transitional regime, meaning they may continue to be used in prospectuses throughout their validity period. This approach aligns with ESMA’s simplification and burden reduction efforts while maintaining investor protection.

ESMA also offers guidance on what disclosure to include in EU Follow-on prospectuses and EU Growth issuance prospectuses until the in the Delegated Act amending Commission Delegated Regulation (EU) 2019/980 will start applying.