When and how must an issuer disclose inside information, and when may it delay?

An issuer must make public, as soon as possible, inside information that directly concerns it. The duty covers issuers that have requested or approved admission to a regulated market, or approved trading on an MTF or OTF, or asked for admission to an MTF; companies whose shares trade on none of these venues are outside it. Emission allowance market participants must also publish inside information about their installations and activities, unless last year's emissions and thermal input were within the minimum thresholds.

The announcement must allow fast access and a complete, correct and timely assessment by the public, and go through the officially appointed mechanism where one applies. The technical rules require dissemination free of charge, without discrimination, to as wide a public as possible and at the same moment throughout the Union, through media the public relies on, so that all investors receive it together. It must not be combined with marketing, and it stays on the issuer's website for at least five years. For an issuer whose securities are on a regulated market in Cyprus, the Transparency Law also requires such announcements to be made on that regulated market and on the issuer's website, submitted to CySEC at the same time and stored with the officially appointed mechanism; these channels add to, and do not replace, the EU-wide dissemination MAR requires. The exam material treats information as public once investors in or outside Cyprus know of it or can obtain it easily and lawfully. On 16 April 2026 the Court of Justice ruled (Case C-229/24) that only disclosure meeting MAR Article 17 and the technical rules above makes it public. A leak, a report the issuer did not arrange, or access on request does not; see What is insider dealing, and who counts as an insider?.

Since 5 June 2026 the disclosure duty no longer applies to intermediate steps of a protracted process, such as the stages of negotiating an acquisition. Only the final circumstances or final event must be disclosed, as soon as possible after they occur. Delegated Regulation (EU) 2026/789, applicable since 19 July 2026, lists final events for 35 common processes: for an agreement, signing it or another binding act; for a merger, the governing body's approval of the draft terms; for a capital increase, the final decision; for financial reports, acknowledgement or approval of the results. Intermediate steps can still be inside information, so dealing on them is still insider dealing; the issuer must keep them confidential, and not disclosing them is not a 'delay' to be notified.

An issuer (or emission allowance market participant) may delay disclosure on its own responsibility if all three conditions are met: immediate disclosure is likely to prejudice its legitimate interests, typically negotiations that early disclosure would probably wreck; the information is not in contrast with its latest public announcement or other communication on the same matter; and it can keep the information confidential. On 5 June 2026 the second condition replaced the earlier test that the delay must not be likely to mislead the public; a material change to announced forecasts or results is one example of contrast.

The exam material adds a fourth condition, the regulator's consent, and has the issuer notify its intention to delay. In MAR both belong only to the financial-stability route described below. The Cyprus law repealed in 2016 also required the regulator to allow a delay. Since 3 July 2016 an ordinary delay has needed no consent. Immediately after publishing, the issuer tells CySEC that disclosure was delayed and explains in writing how the conditions were met. Law 102(I)/2016 does not use the option to receive explanations only on request. Issuers admitted to trading only on an SME growth market, however, explain only when asked. Consent is needed only on a separate route for credit and financial institutions and, since 4 December 2024, their parent undertakings. They may delay to protect financial stability if disclosure risks undermining the stability of the issuer and the financial system, delay is in the public interest and confidentiality is ensured. The regulator must be notified in advance and must consent. It then reviews the conditions at least weekly.

If the confidentiality of delayed information, or since 5 June 2026 of an undisclosed intermediate step, is lost, the issuer must publish it as soon as possible, including where an explicit rumour is accurate enough to show confidentiality has gone. If the issuer, or someone acting for it, discloses inside information to a third party in the normal exercise of duties, it must publish the information in full: simultaneously if the disclosure was intentional, promptly if it was not, unless the recipient owes a duty of confidentiality under law, regulation, articles of association or contract.