EU sets the format for the new Follow-on and Growth issuance prospectuses, replacing the old short-form regimes
Issuers doing secondary or SME-growth issuances and their advisers must use the new EU Follow-on and Growth issuance prospectus formats once the Regulation applies
Change
On 4 March 2026 the European Commission adopted Delegated Regulation (EU) 2026/773, setting the reduced content and standardised format of the new EU Follow-on prospectus (for secondary issuances by listed companies) and EU Growth issuance prospectus (mainly for SMEs), replacing the superseded simplified-secondary and EU Growth prospectus regimes.
Why it matters
Delegated Regulation (EU) 2026/773 implements Regulation (EU) 2024/2809 by specifying, in new Annexes 30 to 35 of Delegated Regulation (EU) 2019/980, the reduced disclosure content and standardised format and sequence of the EU Follow-on prospectus and the EU Growth issuance prospectus. Both replace the simplified prospectus for secondary issuances and the EU Growth prospectus respectively, with lighter disclosure, prominent risk-factor placement, and separate treatment for retail and qualified-investor non-equity offerings. The Regulation deletes the superseded regimes' annexes and provisions and treats European Green Bond factsheet information as Category C base-prospectus content. It is directly applicable and enters into force on the third day after its 15 June 2026 publication.
Implications
- — Issuers making secondary issuances of securities while already listed on a regulated market or SME growth market, and their capital-markets advisers, must prepare any new prospectus as an EU Follow-on prospectus using the reduced content and standardised section order in the new Annexes 30 to 33 — the simplified prospectus for secondary issuances it replaces is being removed, so the old format is no longer available.
- — SMEs and companies listed or seeking listing on an SME growth market, and their advisers, must use the EU Growth issuance prospectus format in Annexes 34 and 35 for offers to the public — the EU Growth prospectus regime it replaces is deleted.
- — Issuers and advisers drawing up either prospectus must place risk factors in the prominent position the Regulation requires and apply the retail-versus-qualified-investor disclosure split for non-equity securities, and may need to provide competent authorities with a cross-reference list where they do not follow the standardised sequence.
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