MAR Article 17: Disclosure of Inside Information and Delay Rules

Article 17 of the Market Abuse Regulation governs the disclosure of inside information by listed issuers, and its core rule is simple: once inside information exists and directly concerns the issuer, the issuer must inform the public as soon as possible. The obligation reaches any company with financial instruments on a regulated market, MTF, or OTF, and it also extends to emission allowance market participants.¹ Delay is possible, but only under strict conditions, and the regulator gets notified afterwards.

When the Obligation Is Triggered

The clock starts only once information qualifies as “inside information” under Article 7 of MAR. Four elements must all be present: the information is precise, it has not been made public, it relates directly or indirectly to an issuer or financial instrument, and it would likely have a significant effect on the price of that instrument if disclosed.²

There is no fixed percentage threshold for the price-effect test. Regulators ask whether a reasonable investor would likely use the information as part of a basis for investment decisions. Separate but parallel definitions apply to commodity derivatives and emission allowances.

How to Disclose

Disclosure must enable fast access and allow the public to make a complete, correct, and timely assessment of the information.³ In practice, that means a regulated newswire service and an officially appointed storage mechanism, not a corporate blog post or an email to select analysts.

The regulation prohibits combining the disclosure of inside information with the marketing of corporate activities.⁴ Price-sensitive facts have to stand on their own, not sit inside a promotional deck. The market prices the instrument from the raw information; the announcement is not a communications exercise.

Selective disclosure is caught by Article 17(8). If an issuer, or someone acting on its behalf, shares inside information with a third party in the normal course of work, the issuer must simultaneously make the information public where the sharing was intentional, and promptly if it was accidental. The only carve-out is where the recipient owes a duty of confidentiality.⁵

Protracted Processes and Intermediate Steps

Deals and other corporate events rarely arrive in a single moment. Under the Listing Act amendments to Article 17(1), issuers are no longer required to disclose inside information relating to intermediate steps in a protracted process where those steps are connected to bringing about a final event. Only the final circumstance or final event must be disclosed, as soon as possible after it occurs.⁵

This draws a cleaner line for compliance teams that previously had to assess whether each board decision, term-sheet, or approval was itself inside information. The line has an important caveat: if confidentiality around any intermediate step breaks down, disclosure must happen immediately, regardless of the amended rule.

When You Can Delay Disclosure

Article 17(4) permits an issuer to postpone disclosure only when three conditions are met at the same time, and only for as long as all three continue to hold:⁶

Immediate disclosure would likely prejudice the issuer’s legitimate interests.
The delay would not mislead the public about the issuer’s true situation.
The issuer can ensure the information remains confidential throughout the delay period.

If any one condition fails at any moment, the issuer must disclose without further delay.

Legitimate Interests

ESMA guidelines provide a non-exhaustive list of situations that may justify delay. The classic case is ongoing negotiations where premature disclosure would jeopardize the outcome, including mergers, acquisitions, spin-offs, major asset purchases, and restructurings.⁷ As of early 2026, ESMA is considering additional recognized interests, including situations where a public authority requests non-disclosure, where the issuer needs more time to collect information, or where the issuer is involved in multiple procurement processes for similar contracts.⁸

The Misleading Test

A delay becomes misleading when existing public information sits at odds with the suppressed facts. If a company has recently signaled strong earnings and is now holding undisclosed information about a major write-down, silence is likely to mislead. Regulators ask whether the combination of the issuer’s public record and the withheld data would give investors a false picture.

When Confidentiality Breaks

Article 17(7) is the hard stop. Where confidentiality can no longer be ensured, the issuer must disclose the inside information to the public as soon as possible. This applies both to information held back under a formal delay decision and to intermediate steps in a protracted process that were not disclosed under the amended Article 17(1).⁵

The regulation states that a sufficiently accurate rumour explicitly relating to the delayed information indicates confidentiality has been lost. In practice, that means monitoring news, analyst commentary, and trading activity throughout the delay period. A leak, an unusual price move, or a press report referencing specifics of an undisclosed deal can force immediate release.

Notifying the Regulator After a Delay

Once the delayed information is published, the issuer must inform its National Competent Authority that disclosure had been postponed and provide a written explanation showing how the three delay conditions were met.⁹ The notification is due immediately after the public announcement.

Under the amended Article 17(4), a Member State may provide that the written explanation only needs to be given upon request by the NCA, rather than automatically. SME growth market issuers get a further concession: they only provide the written explanation if the NCA asks.⁵ So long as the issuer can justify its decision, it is not required to keep a separate formal record of the explanation.

The NCA uses the notification to reconstruct the timeline: when the inside information first existed, when the delay decision was taken, and what steps were taken to preserve confidentiality. Inaccurate or incomplete justifications can lead to enforcement action.

Website Archiving

After initial dissemination, the issuer must post all publicly disclosed inside information on its own website and keep it there for at least five years.⁴ It must be findable without registration or special software. A dedicated, clearly labelled disclosures section, ordered chronologically and searchable, is the working standard. Announcements that vanish after a website redesign or sit behind navigation layers can attract administrative action.

Modified Rules for SME Growth Market Issuers

Companies trading on SME growth markets operate under a lighter regime for the archive. Instead of maintaining their own website archive, they may post inside information on the trading venue’s website, provided the venue offers that hosting facility.⁵ If the venue does not offer hosting, the standard website obligation applies.

The concession covers archiving, not substance. The disclosure itself must still be correct, complete, and timely.

Emission Allowance Market Participants

Article 17 reaches beyond traditional issuers. Emission allowance market participants face parallel disclosure obligations for inside information relating to emission allowances held in connection with their business operations, including information about the capacity and utilisation of installations and planned or unplanned unavailability.¹ The same three-condition delay framework, confidentiality-breach rule, and NCA notification obligations apply.

Penalties

MAR Article 30 empowers NCAs to impose administrative sanctions for Article 17 breaches. For legal persons, the maximum pecuniary sanction for failing to disclose inside information on time or failing to comply with the delay regime is set at 2% of total annual turnover. For SMEs, the cap on absolute amounts is €1,000,000 for Article 17 infringements. These figures are distinct from the higher penalties applicable to insider dealing and market manipulation, where sanctions can reach 15% of annual turnover.

Fines are not the only tool. NCAs can impose public censures, orders to cease the conduct, and temporary bans on individuals from exercising management functions. For an issuer that relies on investor confidence, a public censure often carries longer consequences than the pecuniary sanction attached to it.

1
Legislation.gov.uk. Regulation (EU) No 596/2014 – Chapter 3
2
Legislation.gov.uk. Regulation (EU) No 596/2014 – Chapter 2
3
Finanstilsynet. Public Disclosure and Delayed Disclosure of Inside Information
4
Legislation.gov.uk. Regulation (EU) No 596/2014 – Market Abuse Regulation
5
European Securities and Markets Authority. Consultation Paper on MAR Guidelines on Delayed Disclosure
6
Finanstilsynet. MAR Delayed Disclosure of Inside Information – Issuers
7
European Securities and Markets Authority. MAR Guidelines – Delay in the Disclosure of Inside Information
8
European Securities and Markets Authority. ESMA Seeks Input to Streamline and Simplify Its Market Abuse Guidelines
9
Central Bank of Ireland. Notification of Delay in Disclosure of Inside Information