The EU Listing Act

Since its adoption on 23 October 2024, the EU Listing Act has introduced significant changes to EU capital markets regulation. Included in the package of reforms is a regulation amending, amongst other things, the EU Prospectus Regulation.

The EU Listing Act’s amendments to the EU Prospectus Regulation have been phased in across three waves: (i) certain provisions applied upon entry into force of Regulation (EU) 2024/2809 on 4 December 2024; (ii) as of 5 March 2026, the EU Follow-on prospectus and the EU Growth issuance prospectus have replaced the previous simplified disclosure regime for secondary issuances and the EU Growth prospectus; and (iii) as of 5 June 2026, final changes (ESG disclosures, mandatory sequencing for standalone non-equity prospectuses, the reduced one-year audited financial information requirement and the new statutory scrutiny and approval timelines) will apply.

This short memo sets out the final changes to the EU Prospectus Regulation relevant to debt capital markets applying from 5 June 2026, and where things stand now.

Current Status

• Delegated Act: On 7 May 2026, the European Commission adopted the Delegated Act amending Delegated Regulation (EU) 2019/980 as regards the standardised format and sequence and the streamlined content, scrutiny and approval of the prospectus. However, a temporary legislative gap exists due to the delayed application of the amended Delegated Regulation as a result of the review period by the European Parliament and Council of the European Union.
• ESMA public statement: ESMA therefore released a public statement on 7 May 2026, guiding market participants to the adopted Delegated Act for the more granular disclosure requirements necessary to satisfy the EU Prospectus Regulation changes applying from 5 June 2026 (even though the amended Delegated Regulation will not have formally entered into force by then).
• NCA public statements: National competent authorities may also take diverging interim positions: the German Federal Financial Supervisory Authority (BaFin), for instance, published a statement on the same topic on 23 April 2026. It took a slightly different approach, stating that the Delegated Regulation continues to apply in its current form as long as the amendments have not entered into force, but requests that as of 5 June 2026 any changes on Level 1 are to be taken into account if sufficiently specific.

Overview of Final Changes Relevant to Debt Capital Markets

A.  ESG disclosures

• The Delegated Act introduces a new Article 23a into the amended Delegated Regulation relating to non-equity securities advertised as taking into account ESG factors or pursuing ESG objectives, including “green” use of proceeds bonds and sustainability-linked bonds. Article 23a provides that the prospectus shall contain the additional information referred to in the new Annex 23 (Non-equity Securities Advertised as Taking into Account ESG Factors or Pursuing ESG Objectives) to the Delegated Act (beginning on page 83 of the annexes, available here), which will apply in addition to the standard non-equity prospectus disclosure annexes.
• The new Annex 23 builds on ESMA’s previous guidance on sustainability disclosures in prospectuses published in July 2023, and therefore largely reflects existing regulatory expectations and market practice. Nonetheless, the introduction of certain mandatory sustainability disclosure requirements represents a structural change to the EU prospectus regime. Issuers preparing their first prospectus for approval after 4 June 2026 will therefore need to consider carefully whether their disclosure complies with the requirements set out in Annex 23.
• European Green Bonds (EuGBs) are excluded from the requirements in Annex 23 provided (i) all information from the EuGB factsheet is incorporated by reference into the prospectus or (ii) if the EuGB factsheet cannot be incorporated by reference at the time the prospectus is approved, the prospectus contains a statement that the EuGB factsheet will be incorporated by reference via the final terms. Sustainability-linked bonds and bonds marketed as environmentally sustainable issued under Regulation (EU) 2023/2631 are also excluded from the Annex 23 requirements, provided the issuer uses the voluntary templates referred to in Article 20 of that Regulation and the conditions in Article 13(1a), point (b) of the EU Prospectus Regulation are met.

B.  Mandatory sequencing of information (for standalone prospectuses)

• While the distinction between the disclosure requirements for wholesale and retail debt prospectuses has been retained, the principal disclosure requirements for non-equity securities have been streamlined into two Annexes – Annex 7 (Registration document for non-equity securities) (beginning on page 18 of the annexes, available here) and Annex 14 (Securities note for non-equity securities) (beginning on page 37 of the annexes, available here).
• Article 24a (Format of a prospectus for non-equity securities) of the amended Delegated Regulation provides that where a prospectus is based solely on Annexes 7 and 14, an issuer of debt is to adhere to the order of the sections included in Annex 16 (Prospectus for non-equity securities (Based on Annexes 7 and 14)). In practice, this means that a standalone non-equity prospectus using only those Annexes will need to be organised in the prescribed sequence rather than in the issuer’s customary order, so transaction teams should check early whether existing standalone prospectus templates need to be reordered.
• Base prospectuses are, according to Article 25 (Format of a base prospectus) of the amended Delegated Regulation, not covered by these new mandatory sequencing requirements, with ESMA acknowledging the complexity of base prospectuses in its Final Report published on 12 June 2025. The only exception is for the registration document of a tripartite base prospectus of a single issuer (comprising a registration document, securities note and summary), where Annex 7 sequencing applies, unless that registration document is in the form of a universal registration document.

C.  Disclosure periods of financial information

• Audited financial information required to be included in wholesale and retail non-equity prospectuses is reduced from two financial years to one financial year.

Grandfathering

Debt issuers with a valid EEA base prospectus approved prior to 5 June 2026 can benefit from a grandfathering period, and will therefore not be required to address these changes until their next update. Nevertheless, debt issuers with EMTN programmes would do well to engage early and consider potential changes required to their base prospectuses first scheduled to be approved after 4 June 2026. The team here at Sullivan & Cromwell LLP would be happy to answer any questions.