When must managers and their close associates report their dealings, and when may they not trade?

A person discharging managerial responsibilities (PDMR) is a member of the issuer's administrative, management or supervisory body, or a senior executive outside it who has regular access to inside information and power to take managerial decisions affecting the issuer's future development and prospects. Closely associated persons are: a spouse, or a partner treated as equivalent under national law; a dependent child; and any other relative who has shared the same household for at least one year on the date of the transaction. A legal person, trust or partnership also counts if the PDMR or one of those persons manages or controls it, if it was set up for their benefit, or if its economic interests are substantially equivalent to theirs.

They notify every own-account transaction in the issuer's shares or debt instruments, or in derivatives or other instruments linked to them. This includes pledging or lending the instruments; transactions by someone professionally arranging or executing them, or otherwise acting for the person, even with discretion; and trades within a life insurance policy in which the policyholder is a PDMR or closely associated person, bears the investment risk and can take investment decisions on specific instruments. A pledge made when instruments are placed in a custody account is not notified unless and until it is designated to secure a specific credit facility. The rules also cover PDMRs of emission allowance market participants, auction platforms, auctioneers and auction monitors.

The duty starts once the person's transactions in a calendar year reach €20,000, adding all of them together without netting purchases against sales; every later transaction that year is then notified. The exam material gives the original figures: €5,000, which a regulator could raise to €20,000. Since 4 December 2024 the default is €20,000, and a regulator may raise it to €50,000 or lower it to €10,000, telling ESMA and giving its reasons before applying the change; ESMA publishes the national thresholds. Cyprus is not on ESMA's list, so the €20,000 default applies.

The notification goes to the issuer and to the competent authority of the Member State where the issuer is registered, CySEC for a Cyprus issuer, promptly, and at the latest three business days after the transaction. It gives the person's name, the reason for notifying, the issuer, a description and identifier of the instrument, the nature of the transaction (for example acquisition or disposal, and whether it is linked to a share option programme or to one of the special cases above), the date and place, and the price and volume. The issuer then publishes the information within two business days of receiving the notification, through media that can reasonably be relied on to reach the public across the EU and, where applicable, the officially appointed mechanism. The exam material requires publication within three working days of the trade, the original rule, replaced on 1 January 2021; publication can now come up to five business days after the trade.

A PDMR must not deal, for their own account or for a third party, directly or indirectly, in the issuer's shares, debt instruments, derivatives or linked instruments during a closed period of 30 calendar days before the issuer announces an interim or year-end financial report that it must publish under the venue's rules or national law.

The issuer may allow a PDMR to trade in a closed period in two situations. The first is case by case, where exceptional circumstances, such as severe financial difficulty, require the immediate sale of shares or, since 4 December 2024, other financial instruments. The second depends on the nature of the trade: employee share or saving schemes, a qualification or entitlement of shares, or a transaction in which the beneficial interest does not change. Since 4 December 2024 this also covers schemes and entitlements in other financial instruments. Since the same date, the issuer must also allow trades that involve no active investment decision by the PDMR, result only from external factors or third parties' actions, or follow predetermined terms, including the exercise of derivatives. For a hardship sale, Delegated Regulation (EU) 2016/522 requires a prior reasoned written request, and circumstances count as exceptional only if extremely urgent, unforeseen and compelling, with a cause external to the PDMR and outside their control; since 5 August 2026 this also covers instruments other than shares.