EU streamlines prospectus regime to ease capital raising for issuers

The European Commission has streamlined the rules on prospectuses for securities offered to the public or admitted to trading on regulated markets, with Commission Delegated Regulation (EU) 2026/1061 published in the Official Journal of the European Union on 13 August 2026. The act rewrites the annexes of Commission Delegated Regulation (EU) 2019/980 to reduce the number of required schedules and lighten the administrative burden on issuers, offerors and companies already listed on Union markets. It enters into force on 16 August 2026, the third day after its publication, and is binding and directly applicable in all Member States.

A lighter regime, modelled on the EU Growth prospectus

Adopted in Brussels on 7 May 2026 and signed by Commission President Ursula von der Leyen, the delegated act implements Regulation (EU) 2017/1129, the Prospectus Regulation, and follows the changes introduced by Regulation (EU) 2024/2809. Its template is the EU Growth prospectus, whose lighter disclosure requirements expired on 5 March 2026. In its recitals, the Commission argues that simpler listing rules make Union public markets more attractive for investors and improve liquidity and the supply of capital.

The core reform is the merger of the separate retail and wholesale annexes for non-equity securities into a single set of schedules:

• one registration document (new Annex 7) and one securities note (new Annex 14) for all non-equity securities;
• disclosure items are flagged as “wholesale-specific”, where they address qualified investors, or “retail-specific”, where they address retail investors, with the remaining items applying to all investors;
• the old separate regimes are dismantled: Articles 7, 8, 15 and 16 of Delegated Regulation (EU) 2019/980 are deleted and former Annex 6 disappears.

Standardised format and a new EU IPO prospectus

The regulation introduces a standardised format and sequence for prospectuses drawn up as a single document, with the risk-factor section placed in a prominent position in every type of prospectus. A new Annex 15 combines, for equity securities, the information of Annexes 1 and 11 together with the prospectus summary; a new Annex 16 does the same for non-equity securities based on Annexes 7 and 14. Base prospectuses for offering programmes keep a more flexible format.

A new category of “EU IPO prospectus” is created for the initial public offer of a class of shares admitted to trading on a regulated market for the first time, giving such offers a maximum level of standardisation. Where the format rules do not apply, competent authorities may request a list of cross-references showing which annex item each section of the prospectus corresponds to.

ESG disclosures and tighter scrutiny deadlines

New Article 23a and Annex 23 require additional information when non-equity securities are advertised as taking into account environmental, social or governance (ESG) factors or pursuing ESG objectives. The obligation does not apply to:

• European Green Bonds under Regulation (EU) 2023/2631;
• bonds marketed as environmentally sustainable or sustainability-linked bonds that use the voluntary templates of that regulation.

A new Article 23b lets competent authorities, in consultation with the issuer, decide how to apply the annexes to new types of securities or transactions not yet covered by them. On scrutiny and approval, authorities may set deadlines for supplementary information or revised drafts, and must decide on approval within 90 working days of the initial application, or 100 working days where the draft is submitted by an SME, with extensions of up to 30 working days. The possibility for authorities to apply additional scrutiny criteria is deleted.

What it means for issuers and investors

For listed companies, SMEs and investors raising capital on EU public markets, the reform means fewer schedules, a single route for non-equity issuances and faster, more predictable approval timelines. By aligning the main prospectus with the lighter EU Growth model, the Commission expects reduced compliance costs and a more attractive environment for IPOs and debt issuance across the Union.

Source: Official Journal of the European Union, L series, 13.8.2026, p. 1 (official reference: Commission Delegated Regulation (EU) 2026/1061, CELEX L_202601061).