Commission Proposals for Changes to the Format of EU Prospectuses

On 11 February 2026 the European Commission published its proposals for a Delegated Regulation concerning changes to the format and content of prospectuses under the EU Prospectus Regulation regime required by the Listing Act package published in November 2024. These proposals follow from the ESMA final report published on 12 June 2025 and this briefing explains the principal implications for issues of non-equity securities.

Key points

• The information in a prospectus for “plain vanilla” debt prospectuses will need to follow a prescribed order, but this will not apply to other prospectuses such as base prospectuses or those describing securities which give rise to payment or delivery obligations linked to an underlying asset.
• The separate Annexes to Commission Delegated Regulation (EU) 2019/980 (widely known as the EU PR Regulation) for wholesale and retail non-equity securities are to be merged into one set of Annexes for all "standard" non-equity securities, but as is currently the case certain content requirements will only apply for "retail" securities.
• Detailed additional information will need to be included in a prospectus for non-equity securities that are advertised as considering ESG factors or pursuing ESG objectives.
• The requirement that a prospectus contains audited financial statements in respect of the issuer and any guarantor covering the latest two financial years is to be reduced to a single financial year, although issuers retain the flexibility to include more information where considered necessary.
• Competent authorities are to be granted enhanced powers in relation to the scrutiny and approval of prospectuses.
• The feedback period on this proposal is open until 11 March 2026 and the Commission says adoption of the Delegated Regulation is planned for the first quarter of 2026.

Background

Regulation (EU) 2024/2809 (the amending Regulation), published in 2024 as part of the EU's "Listing Act" package, amongst other things requires the Commission to adopt a number of delegated acts to give effect to various of its provisions. For more information see this Ashurst briefing and this Ashurst briefing.

This latest proposed Delegated Regulation is intended to satisfy the requirements of the amending Regulation for the standardised format and standardised sequence of prospectuses, including a building block of additional information to be included in prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives. The proposed Delegated Regulation will do this by making a significant number of changes to the EU PR Regulation.

Merger of retail and wholesale disclosure

The EU Prospectus Regulation regime refers to non-equity securities which satisfy one of the following conditions as "wholesale securities":

• they are to be traded only on a regulated market, or a specific segment thereof, to which only qualified investors have access;
• they have a denomination of at least EUR 100 000 (or equivalent),

and it refers to any other non-equity securities as "retail securities".

Currently, the specific requirements of the EU PR Regulation for information items which must appear in a prospectus describing non-equity securities differ depending upon whether the securities are wholesale or retail and these are set out in separate Annexes to the EU PR Regulation. The proposed Delegated Regulation will do away with this distinction and specify one set of information items for all "standard" non-equity securities, using today’s wholesale disclosure as the benchmark. This is similar to the approach the UK has adopted in its new prospectus regime under the Public Offers and Admissions to Trading Regulations 2024 (the POATRs) which recently replaced the UK's onshored version of the EU Prospectus Regulation regime. However the proposed Delegated Regulation differs from the POATRs approach in that certain information requirements in the new Annexes vary depending upon whether they are designated as "retail specific" or "wholesale specific".

On the whole these proposals will not result in any significant changes to the minimum disclosure requirements for either retail or wholesale securities, such changes as there are being largely peripheral as disclosure remains subject to the overall requirement of the "necessary information test" in Article 6(1) of the EU Prospectus Regulation. Examples of disclosure requirements in the current retail Annexes which are not found in the new Annexes are: material changes in the issuer's borrowing and funding structure; significant new products or activities; trend information; the amount of issued share capital; and explicit disclosure of any conditions attached to the offer.

Note that the proposed Delegated Regulation will also change the order of information sections in the revised Annexes to align with the sequence in the new Annexes II and III of the EU Prospectus Regulation introduced by the amending Regulation.

Green bond Annex

The Commission proposes a new building block Annex of minimum disclosures for securities that are advertised as taking into account ESG factors or pursuing ESG objectives:

• where the securities are advertised as adhering to the EU taxonomy, the prospectus must state the percentage of the proceeds that will be allocated to activities compliant with the EU taxonomy;
• where the securities are advertised as adhering to a system other than the EU taxonomy, the prospectus must (i) identify that system and how it ensures the economic activities contribute to environmental objectives, (ii) include an electronic link to the technical screening criteria, the do no significant harm principles and the minimum social safeguards of the system (or state that the system does not include any such items) and (iii) state the percentage of the proceeds that will be allocated to activities compliant with the system;
• where the securities are advertised as adhering to a specific market standard or label relating to ESG factors the prospectus must identify the market standard or label and include an electronic link to the disclosures related to that market standard or label, such as an applicable framework;
• for "use of proceeds" bonds, the prospectus must describe the intended share of the proceeds to be allocated to sustainable activities and the criteria used to determine that such activities are sustainable, and where the sustainable activities are not identified at the time of the approval of the prospectus, the prospectus must disclose the criteria which will be used to identify the relevant activities;
• for sustainability-linked bonds the prospectus must explain the selected key performance indicators (KPIs) and sustainability performance targets (SPTs), their calculation methodology and how they are consistent with science-based targets (where any) and the issuer’s sustainability strategy;
• for structured securities the prospectus must describe the ESG objectives pursued by the underlying and how the use of the underlying is compatible with the sustainability characteristics that the securities promote;
• the prospectus must include an electronic link to any ESG ratings the issuer chooses to use;
• the prospectus must include an electronic link to any external review or second-party opinion; and
• the prospectus must state whether post-issuance information will be provided, together with an indication of where that information will be reported.

European Green Bonds (or EuGBs) that satisfy the requirements of the EU Green Bond Regulation ((EU) 2023/2631) and incorporate by reference in the prospectus a European Green Bond factsheet satisfying the requirements of the EU Green Bond Regulation will be exempt from these requirements. Similarly, if an issuer of bonds marketed as environmentally sustainable or sustainability-linked chooses to use templates for voluntary pre-issuance disclosures described in the EU Green Bond Regulation then its prospectus will also be exempt from these requirements if it includes the relevant optional disclosures set out in that Regulation.

Most of this required information is "Category A" information, which means in the context of an issuance under a programme that this information must appear in the base prospectus and cannot appear in the final terms. However in the case of "use of proceeds" bonds, the description of the goals and characteristics of the relevant sustainable projects is "Category B" information, which means that any relevant details not known at the date of the base prospectus may be inserted in the final terms. In the case of sustainability-linked bonds, information on financial features which are influenced by the fulfilment or failure to fulfil sustainability or ESG objectives is "Category B" information.

Historical financial information

Currently a prospectus for non-equity securities must contain audited financial statements in respect of the issuer and any guarantor covering the latest two financial years (at least 24 months) or such shorter period as the issuer or guarantor has been in operation. The Commission proposes reducing this requirement to one financial year or such shorter period as the issuer or guarantor has been in operation.

Order of presenting information in prospectuses

The Commission proposes two new Annexes to the EU PR Regulation for stand-alone prospectuses: one for simple types of equity securities, such as shares (but not more complex types of equity securities, such as certain convertible, exchangeable or derivative securities) and one for plain vanilla bonds. These two new Annexes essentially combine the relevant elements of the registration document and securities note Annexes for equity securities and non-equity securities, respectively.

The Commission proposals go on to specify that for any stand-alone prospectus for non-equity securities which is based solely on the information set out in the new registration document and securities note Annexes, that prospectus must follow the order of sections set out in the new Annex for plain vanilla bonds. However the current flexibility of presenting information is preserved both for any stand-alone prospectus which includes information required by any of the other Annexes to the EU PR Regulation and for any base prospectus. As an exception to this, where a base prospectus is prepared as separate documents and the registration document concerns only a single issuer and is based on the new Annex, the order of its sections must follow that Annex.

New powers for competent authorities

Currently there appears to be considerable variation between national competent authorities (NCAs) in their approaches to setting timeframes for the scrutiny and approval of prospectuses. The Commission proposes two amendments to the EU PR Regulation to harmonise timeframes for the scrutiny and approval process:

(a) if an NCA informs an issuer that a draft prospectus does not meet the relevant standards it may impose a deadline for the submission of an updated draft prospectus of at least 10 working days and, if the deadline passes without a fresh submission, the NCA may refuse approval of the prospectus; and

(b) an NCA must take a decision to approve or refuse approval of a prospectus within 90 working days of the receipt of the initial application for approval of a draft prospectus. If the scrutiny of the prospectus exceeds this time period, the NCA must refuse approval of the prospectus. This deadline can be extended once upon application by the issuer for a period of 30 working days.

The proposed Delegated Regulation also provides that, in the case of new types of securities, such as cryptoassets, or structured securities that display features that are comparable to but not the same as securities covered in the Annexes to the EU PR Regulation, the NCA will have the express power to require that the prospectus includes such additional information as is necessary to comply with the "necessary information test" in Article 6(1).

Next steps

The feedback period on this proposal is open until 11 March 2026 and the Commission says adoption of the Delegated Regulation is planned for the first quarter of 2026.