Commission Delegated Regulation (EU) 2026/395 of 23 February 2026 amends the Prospectus Regulation RTS in Delegated Regulation (EU) 2019/979 to update: (i) the **data set used for ESMA classification and filing of prospectuses** and (ii) the **categories of information that may be incorporated by reference** into a prospectus.
For compliance teams in Luxembourg and across the EU, this means prospectus production, filing templates, and reference documentation frameworks must be revised so that all new prospectuses and supplements meet the updated RTS data and incorporation-by-reference standards under Regulation (EU) 2017/1129.
What Changed
- - The amending Delegated Regulation updates the list of data fields required for the classification of prospectuses under Delegated Regulation (EU) 2019/979, impacting how issuers and their advisors...
- The RTS amendment revises the list of information that can be incorporated by reference into a prospectus, narrowing or clarifying which external documents (e.g.
- Prospectus classification data fields are expected to better align with current ESMA Prospectus Register needs (for example finer product type, offer type, and home/host state metadata), requiring...
- The updated incorporation-by-reference list seeks to ensure that only readily accessible and reliable information may be referenced, which will affect how issuers structure cross‑references to annual...
- National competent authorities, including the CSSF, will apply the revised RTS when reviewing and approving prospectuses and supplements, meaning filings that use outdated data sets or ineligible...
Suggested Considerations
- Map all existing prospectus templates, checklists and workflows against the revised Delegated Regulation (EU) 2019/979 data fields and immediately identify gaps in prospectus classification data and reference documentation.
- Update internal prospectus data dictionaries and metadata schemas so that all new and updated prospectuses capture the full revised list of ESMA classification data required by the amended RTS.
- Review and revise the firm’s incorporation‑by‑reference policy, including standard clauses and cross‑reference tables, to ensure only information categories permitted under the updated RTS are incorporated by reference.
- Reconfigure electronic filing tools and interfaces used for submissions to the CSSF (and other NCAs) so that they generate and transmit the updated RTS data set required for classification and ESMA register purposes.
- Train legal, capital markets, and product teams involved in prospectus drafting on the new RTS requirements, including examples of acceptable and non‑acceptable incorporation‑by‑reference documents.
Key Dates
- Original Delegated Regulation (EU) 2019/979 is adopted, setting the RTS on key financial information, publication and classification of prospectuses, advertisements, supplements and incorporation by reference
- Commission Delegated Regulation (EU) 2026/395 is adopted, amending Delegated Regulation (EU) 2019/979 on the list of data necessary for prospectus classification and the list of information allowed to be incorporated by reference
- CSSF publishes notice of Delegated Regulation (EU) 2026/395, signalling its relevance for Luxembourg‑supervised entities and prospectus approval processes
- The Delegated Regulation will enter into force on the date specified in the Official Journal; in line with standard EU practice, firms should expect application from a specified date shortly after OJ publication and plan prospectus updates accordingly
Compliance Impact
Non‑compliance can lead to prospectus approval delays, rejection of filings, or required resubmissions, which may disrupt issuance timetables and investor communications. Persistent or material breaches may expose firms and issuers to supervisory measures, sanctions, and reputational risk for failing to meet Prospectus Regulation standards.