PDMR Under MAR: Notification, €5,000 Threshold, and Closed Periods

Under the EU Market Abuse Regulation, PDMR disclosure and notification requirements under MAR oblige senior managers of listed issuers, and people closely associated with them, to report personal trades in the issuer’s securities within three working days once their cumulative trading in a calendar year crosses €5,000, and prohibit the managers themselves from trading in the 30 calendar days before an interim or year-end financial announcement. The issuer must publish each notification within two working days and keep a separate insider list of everyone with access to inside information.

Who Counts as a PDMR

Article 3(1)(25) of MAR splits the definition in two. The first category covers members of the issuer’s administrative, management, or supervisory body: board directors, supervisory board members, and equivalent governance roles.

The second catches senior executives who sit on none of those bodies but have regular access to inside information about the issuer and the power to take managerial decisions affecting its future direction and business prospects.¹ A chief financial officer reporting directly to the board and shaping capital allocation would typically qualify without a board seat. The test is functional. Job title alone does not decide it.

Family Members and Connected Entities Are Also In Scope

MAR extends the reporting net beyond the manager. Article 3(1)(26) brings in “persons closely associated” (PCAs), and four groups fall in:

A spouse, or a partner treated as equivalent to a spouse under the relevant national law.
Any child who is a dependent under applicable national law.
Any relative who has shared the same household as the PDMR for at least one year before the transaction date.
Any legal entity, trust, or partnership whose managerial responsibilities are carried out by the PDMR or one of the family members above, that is directly or indirectly controlled by them, that was set up for their benefit, or whose economic interests are substantially equivalent to theirs.

The last category is deliberately broad. A family trust holding shares in the issuer, a personal investment vehicle controlled by the PDMR’s spouse, or a partnership in which a dependent child holds a substantial economic stake all fall within scope.¹ The design blocks any attempt to route trades through relatives or personal entities to avoid disclosure.

Which Transactions Must Be Notified

Article 19(1) requires PDMRs and their closely associated persons to notify every transaction conducted on their own account relating to the issuer’s shares, debt instruments, or derivatives and other financial instruments linked to those securities.² “Transaction” is read broadly. Beyond straightforward purchases and sales, it takes in:

Pledges of shares as collateral and lending of financial instruments, both explicitly notifiable under Article 19(7).
Gifts and donations, whether given or received. The price field on the notification form is populated with zero.
Shares received through inheritance, treated as acquisitions on the PDMR’s own account.
Rights issues, share-for-share exchanges, and similar corporate actions that change the holding.

ESMA has confirmed that “acquisition” includes transactions in which the PDMR plays no active role in the investment decision, and “disposal” includes any gift or donation made by the PDMR.³ Where the classification is genuinely doubtful, the safe path is to notify.

The €5,000 Threshold and How It Is Calculated

Not every trade triggers an immediate filing. The notification obligation activates only once the cumulative value of transactions within a calendar year reaches €5,000.² After that point, every subsequent transaction must be notified regardless of size.

Calculation matters. Absolute values are added, without netting. A €3,000 purchase followed by a €2,500 sale totals €5,500 and crosses the threshold, even though the net position is barely changed. Once crossed, the €2,500 sale and every trade after it must be reported.³ Transactions that occurred before the threshold was reached do not need to be reported retroactively.

National competent authorities can raise the threshold to €20,000, informing ESMA with a justification referencing market conditions before doing so.² Several member states have adopted the higher figure. Check the position with the national authority for the venue where the issuer’s securities trade before assuming the lower number applies.

The Three-Working-Day Filing and What Goes in It

Once a notifiable transaction occurs, the PDMR or closely associated person must file “promptly and no later than three working days after the date of the transaction.”² “Promptly” carries weight. Three working days is the outer limit, not the target. A trade completed on Monday must be notified by Thursday at the latest.

The filing goes to two recipients at the same time: the issuer and the relevant national competent authority. In the UK, the Financial Conduct Authority runs a dedicated electronic submission portal.⁴ Other national regulators operate similar systems, and the template used through these portals meets the “secure means of transmission” required by the implementing regulation.

Commission Implementing Regulation (EU) 2016/523 sets the standardized template. The required fields include:

The name of the PDMR or closely associated person conducting the transaction, and their relationship to the issuer.
The reason for notification: whether the person is a PDMR or a PCA, and the nature of the connection.
The issuer’s full name and Legal Entity Identifier.
The type of financial instrument and its International Securities Identification Number.
The nature of the transaction (purchase, sale, gift, pledge, and so on), the price and volume, and the date of execution.

For gifts, donations, inheritances, and options granted free of charge, the price field is populated with zero.⁵ Incorrect entries can attract administrative sanctions or public censure, so most compliance teams review the form before it goes out.

Once the issuer receives the notification, it has two working days to publish the information.⁶ From trade to public disclosure, the full chain should take no more than five working days.

The 30-Day Closed Period

Article 19(11) bans PDMRs from trading during a “closed period”: the 30 calendar days before the announcement of an interim financial report or a year-end report the issuer is obliged to publish.² During that window, a PDMR cannot conduct any transaction on their own account or for the account of a third party in the issuer’s shares, debt instruments, or linked derivatives.

The prohibition targets the PDMR alone. Closely associated persons are not caught by the closed-period ban itself, though the underlying notification duty in Article 19(1) still applies to them. ESMA has confirmed that split.⁷ A PCA who traded during a closed period on information received from a PDMR would still face scrutiny under the insider dealing prohibitions in Articles 8 and 14.

Narrow Exemptions From the Closed Period

Article 19(12) lets the issuer permit trading in the closed period, but only in two situations:

Exceptional circumstances on a case-by-case basis, such as severe financial difficulty requiring the immediate sale of shares. The issuer evaluates the request individually and documents its reasoning.
Transactions where the PDMR has no real discretion over timing or where beneficial ownership does not change. Employee share and savings scheme dealings, share qualification or entitlement transactions, and trades where beneficial ownership stays the same fall within this route.

Even with an exemption, Articles 14 and 15 continue to apply. If the PDMR holds inside information when the trade goes through, it is insider dealing regardless of the closed-period exemption.² A conditional transaction entered before the window opens, where the trigger sits outside the PDMR’s control, may complete during the window without breaching Article 19(11); new conditional transactions cannot be started once the window has begun.

The Issuer’s Insider List

MAR’s compliance load does not sit entirely on the PDMR. Article 18 requires issuers and anyone acting on their behalf to keep an insider list: a register of every person with access to inside information. The list must record, at minimum, the identity of each insider, the reason for their inclusion, the date and time they first obtained access to inside information, and the date the list was drawn up.⁸

The list must be updated promptly whenever someone new gains access, an existing insider’s role changes, or access ends. Each update carries its own date and time stamp. Issuers must retain the list for at least five years after creation or update and provide it to the competent authority as soon as possible on request.⁸ Issuers must also take reasonable steps to ensure that each insider acknowledges in writing the legal duties involved and the sanctions for insider dealing and unlawful disclosure.

Penalties for Getting It Wrong

Article 30 sets EU-wide floors for administrative sanctions. For breaches of the Article 19 notification rules or the Article 18 insider list rules, the maximum fine is at least €500,000 for a natural person and at least €1,000,000 for a legal person.⁹ Individual member states can and do impose higher ceilings under their own national frameworks.

Fines are only part of it. Regulators can order disgorgement of profits gained or losses avoided, issue public warnings naming the responsible person, and impose temporary bans on holding management functions at investment firms or dealing on own account. For repeated breaches of the insider dealing or market manipulation prohibitions, a permanent management ban is available. A public censure naming a PDMR who missed a notification or breached a closed period follows the person into future roles.

Non-EU Issuers With EU-Listed Instruments

MAR applies to any financial instrument admitted to trading on an EU regulated market or multilateral trading facility, whatever the issuer’s home jurisdiction. A U.S. company whose securities trade on the London Stock Exchange’s Main Market, the Luxembourg Euro MTF, or Frankfurt’s Open Market is subject to the full PDMR notification, closed-period, and insider list regime. The rules also reach financial instruments whose price depends on a security traded on an EU venue, which can pull in derivatives listed elsewhere.

For companies already reporting under SEC Section 16 in the United States, MAR is an additional layer, not a substitute. It covers debt securities explicitly, catches a wider group of closely associated persons than the Section 16 “officer, director, and 10% owner” framework, and runs on a shorter notification clock. Filing a Form 4 with the SEC does not satisfy the MAR notification, and vice versa.

1
Legislation.gov.uk. Regulation (EU) No 596/2014 – Article 3
2
Legislation.gov.uk. Regulation (EU) No 596/2014 – Article 19
3
European Securities and Markets Authority. Final Report on Draft Technical Standards on the Market Abuse Regulation
4
Financial Conduct Authority. PDMR Notification Submission
5
European Securities and Markets Authority. Questions and Answers on the Market Abuse Regulation
6
Financial Conduct Authority. Market Abuse Regulation
7
European Securities and Markets Authority. Questions and Answers – Market Abuse Regulation
8
Legislation.gov.uk. Regulation (EU) No 596/2014 – Article 18
9
Legislation.gov.uk. Regulation (EU) No 596/2014 – Chapter 5