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ARTICLE · 24 JUNE 2026

Prospectus Regime Changes In The EU—a Debt Capital Markets Update

A&O Shearman
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The European Union's Listing Act package has introduced its final wave of changes to the Prospectus Regulation, fundamentally reshaping how debt capital markets participants must structure and present offering documents. These reforms include mandatory sequencing requirements, consolidated disclosure annexes, and new ESG-specific disclosure obligations that will affect issuers, underwriters, and legal advisors across EU regulated markets.

United KingdomFinance and Banking
A&O Shearman
A&O Shearman
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The final instalment of changes to the EU Prospectus Regulation (EU) 2017/1129 introduced by the EU’s Listing Act package, entered into application on June 5, 2026. The earlier wave of Listing Act changes—those that came into application in December 2024—have been covered in previous Articles.

In this article, we summarize the main June 5 changes from a debt capital markets perspective and consider what they may mean for issuers and other parties involved in debt capital markets transactions offered, or listed on regulated markets, in the EU. 

Background and implementation 

The final text of the Delegated Regulation amending Delegated Regulation (EU) 2019/980 (the Amending Regulation) was adopted by the European Commission on May 7, 2026. As the adopted Level 2 provisions are subject to a three-month co-legislators' objection period and a further period for translation before publication in the Official Journal, they are not, at the time of writing, formally in force.

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