How Insider Trading Disclosure Works in Europe: MAR Explained

The European Union takes a unified approach to insider trading disclosure. Since July 2016, the Market Abuse Regulation (MAR) has governed how corporate insiders must report their transactions across all EU member states. For investors tracking insider activity in European markets, understanding MAR is essential.

What MAR Covers

MAR establishes rules to preserve market integrity and prevent three core offences: insider dealing, unlawful disclosure of inside information, and market manipulation. The regulation applies to all companies with securities traded on EU regulated markets or multilateral trading facilities.

Unlike the patchwork of national rules that preceded it, MAR creates a single framework. The same disclosure obligations apply whether a company is listed in Frankfurt, Paris or Amsterdam.

Who Must Report: PDMRs and Their Associates

MAR uses the term "Persons Discharging Managerial Responsibilities" (PDMRs) rather than "insiders." A PDMR is someone in a senior position with regular access to inside information and authority to make decisions affecting the company's prospects. This includes board members, chief executives and other senior officers.

The obligation extends beyond the executives themselves. "Persons Closely Associated" (PCAs) must also report. This category includes:

• Spouses and civil partners
• Dependent children
• Relatives sharing the same household for at least one year
• Legal entities controlled by or set up to benefit the PDMR

Each PDMR must notify their associated persons, in writing, of these obligations.

The Disclosure Process

When a PDMR or PCA trades, they must notify both the issuer and the national competent authority within three business days. The issuer must then publish the notification promptly.

Reportable transactions include buying, selling, pledging, lending and derivative dealings linked to the company's shares or debt instruments.

The Threshold

Not every small transaction triggers a filing. Notifications become mandatory only once cumulative transactions reach a threshold within a calendar year. Under the 2024 Listing Act amendments, this threshold rises from €5,000 to €20,000, effective June 2026. National regulators may adjust this figure between €10,000 and €50,000 based on local market conditions.

Importantly, transactions by a PDMR and their associated persons are calculated separately. A spouse's trades do not count toward the executive's threshold.

Closed Periods: The 30-Day Trading Ban

MAR introduced mandatory "closed periods" during which PDMRs may not trade. These run for 30 calendar days before the announcement of interim or year-end financial results.

This marked a significant change. Before MAR, 18 EU member states had no mandatory closed periods at all. Now the rule applies uniformly.

The closed period ends when the company publishes its results. ESMA has confirmed that announcing preliminary figures containing all key financial information suffices to lift the restriction.

Where to Find the Filings

Each EU member state designates a national competent authority responsible for collecting and publishing PDMR notifications. The major ones include:

• Germany: BaFin publishes transactions in its Directors' Dealings database, typically within one to two working days
• France: The AMF maintains a register of managers' declarations (déclarations des dirigeants)
• Netherlands: The AFM publishes notifications on its website
• Italy: Consob operates the relevant database

In practice, this fragmentation creates challenges. Investors can use insider screener to access all PDMR transactions across Europe and beyond.

Recent Changes: The 2024 Listing Act

The EU adopted targeted amendments to MAR in late 2024 as part of the Listing Act, with most changes taking effect from June 2026. Key reforms include:

• Higher notification threshold: Rising from €5,000 to €20,000
• Simplified insider lists: All issuers may now use an "alleviated format" previously reserved for SMEs
• Refined closed period rules: The trading ban now applies only to "active investment decisions," excluding transactions resulting from external factors or pre-determined arrangements
• Clearer rules on protracted processes: Disclosure obligations do not cover mere intentions or ongoing negotiations, only completed events

These changes aim to reduce administrative burdens while maintaining market integrity.

Penalties for Non-Compliance

MAR violations carry serious consequences. National regulators can impose substantial fines on both individuals and companies. In severe cases, insider dealing may result in criminal prosecution and imprisonment of up to five years in some jurisdictions.

The AMF issued €13.9 million in penalties during 2024, with half relating to market manipulation or insider trading. BaFin refers corroborated suspicions of insider dealing to public prosecutors.