The European Commission has published final rules on the format and content of the new short-form prospectuses.
The new regulation introduces the detailed rules for two new prospectus types: the EU Follow-on prospectus and the EU Growth issuance prospectus, replacing the previous simplified prospectus for secondary issuances and the EU Growth prospectus. The EU Follow-on prospectus is available, subject to conditions, to companies already listed on a regulated market or a small and medium-sized enterprises (SMEs) growth market for at least 18 months and seeking further issuances. The EU Growth issuance prospectus applies mainly to SMEs and certain smaller issuers without securities that have been admitted to trading on a regulated market.
Both regimes are intended to make capital-raising faster, simpler and less burdensome for eligible issuers. The changes will be most relevant to listed companies planning follow-on equity or debt offerings, SMEs and companies seeking access to SME growth markets, issuers of non-equity securities and green bonds, investment banks, underwriters and legal advisers working on capital markets transaction.
Two new prospectus types replace the old regimes
On 5 March 2026, Regulation (EU) 2024/2809 replaced the former simplified prospectus for secondary issuances and EU Growth prospectus regimes. The EU Follow-on prospectus and the EU Growth issuance prospectus, subject to transitional provisions for prospectuses, were approved under the former regimes and went into force on 4 March 2026.
Commission Delegated Regulation (EU) 2026/773 amends Delegated Regulation (EU) 2019/980 to set out the related Level 2 content, format and sequence requirements. The EU Follow-on prospectus is available, subject to conditions, to issuers whose securities have been admitted to trading on a regulated market or SME growth market continuously for at least 18 months, and to certain offerors and issuers seeking admission of fungible securities.
The EU Growth issuance prospectus is available for offers of securities to the public and – provided that the issuer has no securities admitted to trading on a regulated market – to SMEs, certain non-SME issuers whose securities are or will be trading on an SME growth market, certain smaller issuers below the EUR 50 million 12-month threshold, and certain offerors.
Both types are subject to significantly lighter disclosure rules than the regimes they replace. The EU Follow-on prospectus specifies only certain limited information items, mainly relating to the details of the offer or admission to trading and the terms and conditions of the securities. Risk factors must be presented prominently. The EU Growth issuance prospectus follows a similar approach, further specifying only limited information items referring to the details of the offer and the terms and conditions of the securities
Lighter disclosure, stricter format
To foster comparability, the new regimes introduce standardised format and sequence requirements, but the precise structure depends on whether the prospectus is an equity prospectus, a non-equity prospectus, a separate-document prospectus or a base prospectus. For single-document equity EU Follow-on and EU Growth issuance prospectuses, the basic sequence is a table of contents, a summary, risk factors, the information required by the relevant annex and, where relevant, additional information required under Section 3 of Chapter II of Delegated Regulation (EU) 2019/980.
Specific rules apply to non-equity prospectuses, separate-document prospectuses and base prospectuses. In certain non-equity cases, no summary is required. The prominent placement of risk factors is intended to ensure that investors can easily access that information, which is of paramount importance from an investor protection perspective. Where the requirement of a standardised format and sequence does not apply and the order of information set out in the relevant annexes is not followed, the competent authority may request a cross-reference list mapping the prospectus content to the relevant annex items. Where such a list is not requested or submitted, the draft prospectus must indicate in the margin which annex items each section corresponds to.
Tailored rules for different securities and investors
The disclosure requirements are differentiated by type of securities and by investor audience. The content differs depending on whether the prospectus is drawn up for equity or non-equity securities; certain equity securities such as convertible, exchangeable and derivative securities are treated as non-equity securities for disclosure purposes until conversion or exercise. For the EU Follow-on prospectus for non-equity securities, the information requirements are further tailored to the type of investor: the prospectus for non-equity securities accessible to retail investors is subject to more comprehensive requirements than the version addressed solely to qualified investors. The relevant annexes distinguish between “retail-specific” and “wholesale-specific” disclosure items.
Base prospectus flexibility and green bond classification
Both prospectus types may also be drawn up in a base prospectus format, which is subject to more flexible structural requirements. This is particularly relevant for non-equity securities, where base prospectuses represent a significant share of prospectuses for non-equity securities. The EU Follow-on base prospectus may be prepared as a single document or as separate documents (a standardised format for issuer-specific information exists for single issuers) while allowing flexibility for other information. The EU Growth issuance base prospectus follows a comparable approach. The existing rules on categorisation of information in base prospectuses (Categories A, B and C under Article 26 of Delegated Regulation (EU) 2019/980) apply to both types. Notably, the information included in a European Green Bond factsheet under Regulation (EU) 2023/2631 and the voluntary pre-issuance disclosure templates are now classified as "Category C" information, meaning they may be inserted in the final terms rather than having to be included in the base prospectus at the time of approval.
What should issuers do next?
The regulation entered into force on 18 June 2026, giving market participants little lead time. Listed companies, SMEs, issuers of non-equity securities, investment banks, underwriters and their legal advisers involved in equity or debt capital markets transactions should review the new annexes and format requirements without delay, particularly where a prospectus is being prepared or is expected to be filed in the near term. Firms that regularly prepare base prospectuses for non-equity securities should also assess how the new Category C classification for European Green Bond factsheet information affects their existing templates and final-terms documentation.
For more information on the EU regulation and how the changes may affect your capital market procedures in Hungary, contact your CMS client partner or the CMS experts who contributed to this article.
The article was co-authored by Luca Pintér.
