New RTS On Share Buy-back Reporting And Disclosure Requirements

On 7 September 2026, the European Securities and Markets Authority (“ESMA”) published an Opinion supporting proposed amendments by the European Commission to draft regulatory technical standards (“draft RTS”) originally proposed by ESMA to amend Commission Delegated Regulation (EU) 2016/1052 (“Delegated Regulation”), which supplements the Market Abuse Regulation (“MAR”) in relation to buy-back programmes and stabilisation measures.

Whilst the Commission’s amendments are primarily designed to extend the simplification of certain reporting requirements for share buy-back programmes to stabilisation measures, the most significant changes for Maltese issuers arise from the draft RTS proposed by ESMA, as amended by the European Commission, insofar as they concern the reporting requirements applicable to share buy-back programmes. These changes will therefore be the focus of this news update.

Background

Regulation (EU) 2024/2809 (the “Listing Act”) amended article 5 of MAR to simplify the disclosure regime for buy-back transactions by allowing issuers to publicly disclose transactions on an aggregate basis only, rather than on both an aggregate and individual basis. These changes became effective on 4 December 2024.¹

In response, ESMA submitted the draft RTS to the European Commission in February 2026. The main purpose of the draft RTS is to align the existing Delegated Regulation with the revised Level 1 (MAR) framework introduced by the Listing Act, primarily to allow issuers to publicly disclose trades in an aggregated form only. However, the draft RTS proposed by ESMA also permits issuers to report share buy-back transactions to competent authorities on an aggregated basis, thereby streamlining both the disclosure and regulatory reporting requirements, each of which would then only need to be fulfilled on an aggregate basis.

The Commission has since indicated its intention to endorse the draft RTS proposed by ESMA (with some minor drafting tweaks), while also extending similar simplifications to stabilisation transactions.

For ease of reference:

• the draft RTS as originally proposed by ESMA in February 2026 can be accessed here (Annex I); and
• the updated draft RTS, as amended by the Commission, are set out in the Opinion and can be accessed here (Annex II).

Key changes for Maltese issuers

As mentioned, the most significant practical change concerns the public disclosure of buy-back transactions and the reporting thereof to competent authorities.

Public disclosure

While we have consistently maintained that, as of 4 December 2024, Maltese issuers are no longer required to publicly disclose trades on an individual basis, given that the Listing Act expressly amended MAR to remove that requirement, market practice in Malta appears to have remained cautious, with issuers carrying out share buy-backs under the MAR safe harbour continuing to report transactions on both an individual and aggregate basis. Presumably, this is due to the fact that, to date, the Delegated Regulation still requires disclosures to be made on both an individual and aggregate basis.
While we have not agreed with this approach, primarily because the Listing Act clearly sought to reduce the regulatory burden on issuers and the inconsistency between the Delegated Regulation (Level 2) and MAR (Level 1) arose largely as a result of delays in updating the former, we expect market practice to change once the draft RTS is enacted and the Delegated Regulation is updated, such that transactions will be disclosed on an aggregate basis only.

Reporting to competent authority

While the removal of the requirement to report share buy-back transactions to competent authorities on an individual basis does not appear to have been one of the original objectives of the Listing Act, ESMA’s decision to remove that requirement in the draft RTS, and the Commission’s endorsement of that approach, is nevertheless a welcome development.

In this regard, once the draft RTS is enacted and the Delegated Regulation is amended to require reporting to the competent authority on an aggregate basis only, we would expect the Malta Financial Services Authority to update its buy-back reporting templates accordingly.

Recording of trades on individual basis no longer necessary

Given that issuers will neither be required to report nor publicly disclose share buy-back transactions on an individual basis once the Delegated Regulation is updated, the need to maintain systems specifically for MAR reporting and disclosure purposes at an individual transaction level will be significantly reduced. This should represent a welcome simplification for issuers.

Next steps

ESMA has formally expressed its support for the European Commission’s proposed amendments to the draft RTS on share buy-backs and stabilisation measures. The next step will be for the European Commission to formally adopt the updated draft RTS. Following adoption by the Commission, the draft RTS will be subject to scrutiny by the European Parliament and the Council before being published in the Official Journal of the European Union and entering into force.

Footnote

1. The Listing Act also amended Article 5 of MAR by requiring issuers carrying out a share buy-back under the MAR safe harbour to report transactions relating to buy-back programmes only to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014, rather than to the competent authority of each trading venue on which the shares have been admitted to trading or are traded.