The provisions of the Market Abuse Regulation (596/2014, MAR) have been amended by the Listing Act¹. The changes to MAR regarding the disclosure of inside information will apply from 5 June 2026. The most significant effect of the changes is that the issuer will, in principle, no longer be required to disclose inside information regarding intermediate steps of a protracted process. In protracted processes, the disclosure obligation will, in principle, apply only to final events and final circumstances. Moreover, the issuer will not be required to make a decision on delaying the disclosure of inside information regarding an intermediate step of a protracted process. The issuer must ensure, however, that the information remains confidential and that it is ready to disclose the information if the confidentiality of the information cannot be ensured.

The final events and final circumstances of a protracted process will be specified in a Commission Delegated Regulation, which is still in the process of being approved in the EU. An approval stage version of the Delegated Regulation has been published, with the objection period ending on 8 July 2026. The FIN-FSA presents herein its interpretation of the regulatory changes based on the approval stage version. If the European Securities and Markets Authority (ESMA) issues more detailed guidelines on how the regulations will be applied before the final Delegated Regulation is adopted, the FIN-FSA will communicate this separately. The interpretations of the FIN-FSA presented here may change if the final Delegated Regulation differs from the approval stage version.

In addition, the Listing Act has mandated ESMA to issue guidelines specifying the legitimate interests of the issuer with regard to delaying the disclosure of inside information.² ESMA has not yet issued such guidelines.

What will change in practice?

Based on the approval version of the Delegated Regulation, the FIN-FSA’s view is that the regulatory changes will not, in practice, significantly change the obligation to disclose inside information. The most significant change is that the issuer will not have to disclose inside information regarding an intermediate step of a protracted process nor make a decision delaying the disclosure of such information. The purpose of the change is to reduce the administrative burden on issuers in this regard. The issuer must still ensure, however, that inside information remains confidential and must assess the need to disclose information in this context. The Delegated Regulation will specify an indicative deadline for the disclosure of information in different situations.

The changes are not intended to affect the definition of inside information. It is the FIN-FSA’s view, therefore, that the issuer must assess in the same way as before whether information meets the definition of inside information. The Delegated Regulation will contain an indicative list of information that can be considered as the final event or final circumstance of a protracted process to be disclosed as inside information. The list should not be considered to be exhaustive. Moreover, the information included in the list will not categorically be inside information, but an example of information that may be inside information. The issuer must always separately assess the information from the perspective of whether it meets the conditions for the definition of inside information set out in Article 7 of MAR, regardless of whether the information is included in the indicative list of the Delegated Regulation.³

The list in the approval version of the Delegated Regulation includes information that is not consistently interpreted as inside information in Finland. Such information includes, for example, the preparation of a financial report, the board of directors’ dividend proposal, and the decision to carry out a share buy-back. The FIN-FSA notes, however, that it cannot be excluded that such information could be inside information. The inside information nature of information must be assessed on a case-by-case basis.

For the sake of clarity, the FIN-FSA draws attention to the fact that a profit warning, for example, is inside information that must be disclosed as soon as possible. It is not a protracted process and its publication cannot be delayed. 

How will the regulations apply to pending projects from 5 June 2026?

The FIN-FSA has been asked questions about how the regulations will apply to projects that started before 5 June 2026 and will continue on or after 5 June 2026. The FIN-FSA draws attention to the fact that there is no special transitional provision in the regulations for such situations. Therefore, it is the FIN-FSA’s view that, when the regulations change on 5 June 2026, the old regulations will not apply to protracted processes that began before this date. The issuer therefore does not need to submit to the FIN-FSA a decision to delay the publication of inside information regarding the intermediate step of a protracted process from 5 June 2026 onwards, even if the decision to delay concerns information that originated before 5 June 2026.

Information requirements for insider lists

In Finland, it is required both in the regulated market and the SME growth market (FN list) that all persons referred to in Article 18(1) of MAR be included in the issuer’s insider list. In this respect, the regulations will not change.

In the future, however, the information requirements for insider lists will be relaxed. ESMA will submit to the Commission for adoption draft implementing technical standards on a simplified regime for insider lists. The intention is that companies listed on both the regulated market and the SME growth market would in future comply with the same, simplified information requirements when preparing insider lists. ESMA has not yet provided the Commission with draft templates for the simplified regime for insider lists, which is why the current format and information requirements for insider lists are applicable until further notice.

In matters related to the interpretation of MAR, we kindly ask you to contact the FIN-FSA by email at the address Markkinat(at)finanssivalvonta.fi instead of contacting us by phone. MAR matters are handled centrally by the FIN-FSA’s MAR team, consisting of Pia Ovaska, Rickard Sandell and Vili Kauramäki.

For further information, please contact:

• Vili Kauramäki, Legal Advisor, vili.kauramaki(at)fiva.fi, tel. +358 9 183 5095
• Pia Ovaska, Chief Legal Advisor, pia.ovaska(at)fiva.fi or +358 9 183 5296
• Rickard Sandell, Senior Legal Advisor, rickard.sandell(at)fiva.fi or tel. +358 9 183 5353.

¹ Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises.

² MAR, Article 17, new paragraph 11.

³ Introductory paragraph 3 of the recital of the approval stage version of the Delegated Regulation.