ESMA finalised revised guidance on delaying inside-information disclosure on 16 October. Its five new examples sit within the amended Market Abuse Regulation rather than creating automatic exemptions. The guidelines become applicable when ESMA publishes them in all 24 official EU languages.[1]
Since 5 June 2026, inside information about an intermediate step in a protracted process has been outside the immediate-disclosure and ordinary delay requirements. The final event or circumstances must still be disclosed as soon as possible once they occur, unless a valid delay applies. Intermediate information remains subject to confidentiality; a leak can trigger disclosure before the process ends.[2]
How the revised framework fits together
| Issue | Current position | Implication |
|---|---|---|
| Intermediate information | No immediate disclosure merely because a step occurs before the final event | Keep access and confidentiality controls in operationSource 2 |
| Final event or circumstances | Disclosure is due as soon as possible, subject to a valid delay | Assess the relevant event; do not wait for a convenient announcement dateSource 2 |
| Public communication | Withheld information must not conflict with the latest public communication on the same matter | Review prior statements alongside the proposed delaySource 2 |
| Guideline application | Publication in all 24 official EU languages is the trigger | Completion of the English final report is distinct from formal applicationSource 1 |
Five additional legitimate-interest examples
| Circumstance | Reason a delay may be justified |
|---|---|
| Public-authority order | A legally based order requires the issuer to preserve confidentialitySource 2 |
| Exceptional event | Information needed for a correct assessment is not immediately availableSource 2 |
| Business opportunity | Sensitive commercial disclosure would directly jeopardise an identifiable, concrete opportunitySource 2 |
| Key appointment | The appointee has not notified their current employer of their intended departure, and disclosure could jeopardise the appointmentSource 2 |
| Group information | Another group company has already delayed disclosure; immediate release would directly harm the issuer and undermine that delaySource 2 |
The issuer must still establish that immediate release would prejudice a legitimate interest, that the information withheld does not conflict with its latest public communication on the same matter, and that confidentiality can be maintained. A contractual confidentiality clause alone does not establish a legitimate interest. Any delay lasts only while its conditions are satisfied.[2]
ESMA removed obsolete delay examples relating to intermediate steps because the underlying disclosure duty changed. The delegated regulation, published on 16 July, separately identifies examples of final events and when they occur. Removing a delay example does not make the underlying information public or permit trading on inside information.[2]
A practical disclosure decision sequence
| Stage | Assessment | Useful evidence |
|---|---|---|
| Identify | Determine whether the information qualifies as inside information | Facts, timing and people with access |
| Classify | Identify the intermediate step or final event and the applicable process category | Process chronology and relevant event definition |
| Assess delay | Test legitimate interest, absence of conflict with public statements and confidentiality | Specific grounds and communications reviewed |
| Monitor | Reassess if facts change, confidentiality fails or the justification ends | Access controls, escalation and reassessment records |
| Disclose and notify | Apply the disclosure and competent-authority notification requirements | Announcement time and the explanation required for that issuer |
For issuers admitted only to an SME growth market, the amended regime requires a written explanation of a delay only if the competent authority asks. Such issuers need not retain a record of that explanation, provided they can justify the decision on request. That qualification matters when designing a proportionate decision trail.[2]
Sources & further reading
- ESMA finalises the review of guidelines on the delay in disclosure of inside information European Securities and Markets Authority · 16 Oct 2026 · Accessed 26 Oct 2026
- Final report on MAR disclosure-delay guidelines ESMA · Accessed 26 Oct 2026