In this article, we summarize the main June 5 changes from a debt capital markets perspective and consider what they may mean for issuers and other parties involved in debt capital markets transactions offered, or listed on regulated markets, in the EU.
Background and implementation
The final text of the Delegated Regulation amending Delegated Regulation (EU) 2019/980 (the Amending Regulation) was adopted by the European Commission on May 7, 2026. As the adopted Level 2 provisions are subject to a three-month co-legislators' objection period and a further period for translation before publication in the Official Journal, they are not, at the time of writing, formally in force.
Separately, a grandfathering provision applies; program issuers with a base prospectus approved before June 5, 2026 will not need to apply the changes until the validity of that base prospectus has expired.
Format and sequencing—a new standardized order
One of the headline changes is the introduction of a new standardized format and sequencing requirement for certain non-equity securities prospectuses. A new Article 24a of the Amending Regulation, together with a new Annex 16, sets out the prescribed order of sections for certain non-equity standalone and tripartite prospectuses prepared solely on the basis of Annexes 7 and 14.
The mandatory sequencing is based on the order of sections in Annex 16, but not on the order of individual items and sub-items within those sections.
The new sequencing requirements do not apply to base prospectuses. However, it appears that, where a drawdown prospectus is used for an issuance under a program, it may need to follow the new prescribed sequencing under Annex 16. Where information in the drawdown prospectus is incorporated by reference from a base prospectus, there is a derogation from the sequencing requirement in relation to that information.
Note that, where a base prospectus is drawn up as separate documents—what is often referred to as the tripartite structure—a registration document based on Annex 7 may be required to follow the order set out in that Annex.
As a general point, the Level 1 EU Prospectus Regulation itself exempts regulated market admission prospectuses from the mandatory sequencing where the securities concerned are simultaneously offered to or privately placed with investors in a third country where an offering document is prepared under law, rule or market practice. This suggests that the re-ordering requirement should not, in principle, apply to standalone prospectuses where securities will be offered pursuant to SEC Rule 144A under the U.S. Securities Act of 1933.
Streamlining—consolidation of the retail and wholesale annexes
A key structural reform is the consolidation of the previously separate retail and wholesale non-equity registration document and securities note annexes. The consolidated annexes then include the concepts of "wholesale-specific" and "retail-specific" information within them. Streamlining changes are also being introduced, such that financial information included in a non-equity prospectus will only be required for the last financial year (and not the last two as under the existing regime).
The consolidation of Annexes results in a number of disclosure alleviations, most of which represent the retail position being pared back to the previous wholesale standard.
ESG disclosure—the new Annex 23
The Amending Regulation introduces a new Annex 23 applicable to non-equity securities advertised as taking into account ESG factors or pursuing ESG objectives. The annex operates as a building block to be followed in addition to the non-equity annexes when drawing up a prospectus and builds on ESMA's public statement on sustainability disclosures from 2023.
The disclosure requirements cover use of proceeds bonds, sustainability-linked bonds, and structured bonds having an ESG component or pursuing an ESG objective. For use of proceeds bonds, disclosure would need to identify any relevant applicable taxonomy, standard, or label and the goals and characteristics of the project or activity to be financed. The prospectus will need to include an electronic link to the framework and potentially to information about the ICMA Principles, together with the usual disclaimer that information on the website does not form part of the prospectus unless incorporated by reference.
An important exemption applies to European Green Bonds: Article 23a of the Amending Regulation exempts EuGBs from Annex 23 provided the relevant information from the EuGB factsheet is incorporated by reference into the prospectus. It is unclear how National Competent Authorities will interpret what “relevant information” means. Assuming it means that only some of the factsheet will need to be incorporated by reference, EuGB issuers may still need to consider the requirements of Annex 23 to determine what the “relevant information” is.
Summary amendments
For retail prospectuses, it will now be possible to present or summarize information within summaries in the form of charts, graphs or tables. The maximum length of the summary can now be extended by one additional side of A4 per guarantor, which is helpful in the case of multiple guarantors, although additional pages must be used for the description of the guarantors. A new ESG-related requirement provides that the introductory warnings section of the summary must include, where applicable, a statement that the company has identified environmental issues as a material risk factor.
A recap on the EU follow-on prospectus regime
Whilst not a June 5 change, since March 5, 2026, issuers whose securities have been admitted to trading on a regulated market or SME growth market continuously for at least the preceding 18 months may draw up an EU follow-on prospectus for offers and admissions. This alleviated prospectus regime, introduced via a new Article 14a of the Level 1 EU Prospectus Regulation, replaces the previous simplified disclosure regime for secondary issuances, which was rarely used.
The follow-on prospectus concept provides extra alleviated annexes which can be followed as an alternative to the standard disclosure annexes and can be used for both programs and standalones.
For more information and assistance please contact our global financial markets team.
In addition
Partners Paul Péporté and Cristiano Tommasi, head of finance/international capital markets knowledge and training Jennifer Cresswell, and senior knowledge lawyer Joanne Ford Pereira discuss the final wave of changes to the EU Prospectus Regulation. They explore how these reforms reshape the prospectus regime framework, the significance of the Level 2 measures, and points to consider in practice on our Market Horizons podcast: Into the new—the final instalment of EU Prospectus Regime changes.
