ESMA Publishes Statement Supporting the Smooth Implementation of the Listing Act – Simplifying Prospectus Compliance for Issuers

Why It Matters

By extending the transitional regime, ESMA reduces compliance friction for issuers and advisors, accelerating capital‑raising activity across Europe. The move also aligns national regulators, fostering a more cohesive EU capital‑markets environment.

Key Takeaways

• ESMA extends transitional regime to documents filed until 4 June 2026.
• Issuers can keep using existing prospectuses during validity period.
• Guidance covers EU follow‑on and Growth issuance disclosures.
• NCAs urged to adopt ESMA’s simplified approach immediately.
• Initiative supports EU market integration and reduces compliance costs.

Pulse Analysis

The Listing Act represents a cornerstone of the EU’s Capital Markets Union, aiming to harmonise prospectus requirements and lower barriers for cross‑border offerings. ESMA’s latest statement provides the interpretative glue that connects the legislative text to day‑to‑day market practice, clarifying how the revised Prospectus Regulation should be applied. By anchoring the transitional Article 48a window to a concrete cut‑off date, the regulator offers certainty to issuers planning multi‑year financing programmes, while preserving the high level of investor protection that underpins market confidence.

From an issuer’s perspective, the ability to reuse registration documents filed before 4 June 2026 eliminates the need for costly re‑drafts and legal reviews. Advisors can now focus on substantive deal structuring rather than procedural re‑qualification, translating into faster time‑to‑market and lower advisory fees. The guidance on EU follow‑on and Growth prospectuses further narrows the interpretive gap, ensuring that disclosure remains proportionate and aligned with the EU’s broader simplification and burden‑reduction agenda. This regulatory clarity is especially valuable for mid‑cap companies that previously faced disproportionate compliance costs relative to their size.

For national competent authorities, ESMA’s call to adopt the statement uniformly signals a move toward regulatory convergence, reducing fragmented national interpretations that have historically slowed cross‑border listings. The consistent application of the transitional regime is likely to boost market liquidity and attract foreign capital, as investors gain confidence in a predictable prospectus regime. Advisors should therefore incorporate the new guidance into their compliance checklists and advise clients on leveraging the extended validity period to optimise capital‑raising strategies ahead of the Delegated Act’s full implementation.

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

ESMA publishes statement supporting the smooth implementation of the Listing Act · simplifying prospectus compliance for issuers 18 February 2026

Prospectus

​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.

Next steps

ESMA expects NCAs to follow the approach outlined in the statement, enabling issuers and advisors to rely on its content.

Further information:

Iris Hude

Communications Officer

[email protected]

18/02/2026

ESMA32-753890202-3066

Statement on the implementation of certain changes to the Prospectus Regulation introduced by the Listing Act