MFSA Circular on Commission Delegated Regulations | Implementing Amendments to the Market Abuse Regulation under the EU Listing Act

On 15 September 2026, the Malta Financial Services Authority (“MFSA”) issued a circular addressed to all issuers of financial instruments admitted to trading on a trading venue or for which a request for admission to trading has been made, as well as to investment services providers as defined under Article 3(1)(28) of the Market Abuse Regulation (Regulation (EU) No 596/2014, “MAR”). The circular draws the attention of market participants to two Commission Delegated Regulations published in the Official Journal of the European Union on 16 July 2026, both of which form part of the Level 2 measures implementing amendments to MAR introduced by the EU Listing Act (Regulation (EU) 2024/2809).

Commission Delegated Regulation (EU) 2026/788 – Amendments to Delegated Regulation (EU) 2016/522

Commission Delegated Regulation (EU) 2026/788, adopted on 8 April 2026, amends Delegated Regulation (EU) 2016/522, which supplements MAR on a range of operational and supervisory matters. The key amendments include the following:

Trading during closed periods: The scope of the provisions governing the conditions under which persons discharging managerial responsibilities (“PDMRs”) may be permitted to trade during closed periods has been broadened to cover financial instruments other than shares. The same extension applies to the exceptional circumstances under which such trading may be authorised. This aligns the delegated regulation with the expanded scope introduced by the EU Listing Act.

Indicators of market manipulation: The Amending Regulation refines and supplements the indicators of market manipulation set out in Annex II to Delegated Regulation (EU) 2016/522. Notably, the amendments allow assessment of certain indicators over time frames that are longer or shorter than a single trading day or session, expand the concept of a “significant buying position” to include potential positions through pending orders as well as persons with a significant interest or exposure to price changes (for example, through margin calls or debt covenants), and clarify that position reversals and price change reversals may be assessed in a broader context, including across closely linked instruments.

Designated trading venues with a significant cross-border dimension: A new Article 10a and a new Annex III are introduced, designating specific trading venues as having a significant cross-border dimension in the supervision of market abuse with respect to shares for the purposes of the new Article 25a of MAR. This designation is intended to facilitate cross-border supervisory cooperation and information sharing.

Commission Delegated Regulation (EU) 2026/789 – Disclosure of Inside Information and Delay of Disclosure

Commission Delegated Regulation (EU) 2026/789, also adopted on 8 April 2026, supplements MAR with new provisions addressing the disclosure of inside information, particularly in protracted processes and in relation to the delay of disclosure. The Delegated Regulation introduces three annexes:

Annex I provides a non-exhaustive list of final events or final circumstances in protracted processes, which is of particular relevance to issuers involved in multi-stage transactions such as mergers and acquisitions, restructurings, or phased regulatory approvals, where inside information may crystallise at different points over time.

Annex II sets out a non-exhaustive list of situations where the inside information is in contrast with the issuer’s latest public announcement or other type of communication, relevant to the conditions under which disclosure may be delayed under Article 17(12)(b) of MAR.

Annex III contains a list of other types of communication by an issuer or an emission allowance market participant on the same matter to which the inside information refers, which further supports the application of the delay-of-disclosure framework.

Practical Implications for Maltese Market Participants

The amendments and supplementary provisions introduced by these Delegated Regulations have practical implications for issuers, PDMRs, investment services providers, and compliance functions. In particular, market participants should:

Review PDMR dealing policies to ensure they reflect the extended scope of the closed-period trading rules beyond shares;

Update market surveillance and compliance procedures to incorporate the refined indicators of market manipulation, including the more flexible assessment time frames; and

Reassess inside information disclosure and delay procedures in light of the new guidance on protracted processes and the conditions for delaying disclosure, particularly the non-exhaustive lists introduced by Delegated Regulation (EU) 2026/789.

The full text of the MFSA’s circular and the Delegated Regulations may be accessed through the MFSA’s website.