Update on AFM Prospectus Supervision: Key Points for 2026

Update on AFM Prospectus Supervision: Key Points for 2026

Dear Sir/Madam,

The Authority for the Financial Markets (AFM) would like to inform you about some specific points of attention on which our prospectus team will focus in 2026 when assessing (base) prospectuses and supplements. As in previous years, we expect a peak in requests to update base prospectuses and registration documents in the first months of the year. By sharing these points of attention proactively, we aim to support issuing entities and contribute to a smooth and efficient approval process.

Brief Review of 2025

EU Listing Act
Some changes at Level 1 that have been in force since December 2024 affected the content of the prospectus. For example, we observed that issuing entities made use of the possibility to include future financial information by reference, and the minimum withdrawal period for supplements, when this information was included in the prospectus, was adjusted from two to three days.

Risk Factors
We observed that risk factors were made more specific and that materiality was better indicated. We also saw that information in the risk factors (including related information elsewhere in the prospectus) that was outdated was properly updated. In this regard, we would like to advise issuing entities to carefully verify during the approval of new prospectuses whether each risk factor and associated information is still accurately and correctly described.

European Green Bonds
In 2025, the first prospectuses for the issuance of European Green Bonds were drawn up, and the first European Green Bonds were issued. Although this concerns new supervision, the AFM received few questions from issuing entities regarding this matter.

Points of Attention for 2026

EU Listing Act
The greatest impact of the Listing Act on the content of the prospectus will be the changes that will enter into force on June 5, 2026. Prospectuses approved after June 4 must comply with the new requirements. ESMA’s Final Report with the technical advice regarding the Prospectus Regulation and the RTS on metadata, which contains text proposals for the Level 2 changes, provides an indication of how the substantive requirements for the prospectus will be formulated. More clarity on this will be obtained once the European Commission publishes its draft text for the delegated regulation (EU) 2019/980 to be amended. The AFM will inform you separately at a later stage about the upcoming Listing Act changes. In addition to changes regarding substantive requirements, this will also cover changes in the procedure, such as the introduction of a maximum processing time for applications. The AFM will also inform you at that time about the practical matters regarding the submission of an application during the transition period to the new prospectus rules. The Listing Act also amends the simplified prospectus regimes. The current EU Growth Prospectus and the simplified prospectus for secondary issuances will be replaced by the EU Growth Issuance Prospectus and the EU Follow-on Prospectus on March 5, 2026. This means that the current EU Growth Prospectus and the simplified prospectus for secondary issuances can no longer be approved after March 4, 2026. Such prospectuses approved before that date retain their validity period. The Level 2 draft proposals with the requirements for the new EU Growth Issuance Prospectus and the EU Follow-on Prospectus have recently been published for consultation. If you intend to have an EU Growth Prospectus or a prospectus for secondary issuances approved before March 5, 2026, we request that you contact us in advance before submitting the application. This can be done via the email address service.prospectus@AFM.nl. The Listing Act has already made several changes to the Prospectus Regulation as of December 4, 2024. These changes include, among other things, exceptions to the prospectus requirement. The AFM has noted that the new exception in Article 1, fourth paragraph, point (d ter), and fifth paragraph, point (b bis) of the Prospectus Regulation, in particular, has led to questions. If you wish to make use of this exception, please feel free to contact the AFM. This naturally also applies to other questions regarding the Listing Act. Contact can be made via service.prospectus@AFM.nl.

European Green Bonds
Meanwhile, the AFM has approved several prospectuses for the issuance of European Green Bonds, and the first European Green Bonds have been issued. Because the assessment of prospectuses for the issuance of European Green Bonds is still relatively new for us, this assessment may take more time than usual. Therefore, we appreciate it if issuing entities who intend to submit a prospectus for the issuance of European Green Bonds for the first time inform us in a timely manner of their plans and the desired approval date of the prospectus.

Last November, the European Commission published a communication on the interpretation and implementation of certain legal provisions of the European Green Bond Regulation. This communication answers various questions, including regarding the use of proceeds and the factsheet. In assessing prospectuses under which European Green Bonds can be issued, we take this Commission communication into account.
The AFM prospectus team is also responsible for supervising compliance with the European Green Bond Regulation. The publication of EuGB documentation must therefore be reported to this team. For practical information on how to report the publication, we refer to our website: link.
In addition to the mandatory notifications of the publication of the relevant documentation, we appreciate being informed about actual issuances of European Green Bonds.

Sustainability
Sustainability remains an important point of attention in the supervision of capital markets. The AFM continues to monitor adequate sustainability information. More information on this can be found on our website (link), in Trendzicht 2026 (see, for example, under the heading “Due to relaxed rules and increasing climate risks, there is a danger that these risks are structurally underestimated in financial valuations.” on page 26) (link), and in the AFM Market Watch edition 12 (link). Furthermore, if issuing entities publish a CSRD sustainability report, we will continue to monitor whether this information is consistent with the information in the prospectus. In this context, we would also like to refer to the attention the AFM requests from listed companies regarding reporting for 2025 (link). We also request that issuing entities continue to pay close attention to developments in (changing) sustainability rules, so that the prospectus contains material information that is up to date.

Information on Artificial Intelligence
As in the past year, we request extra attention for information on artificial intelligence (AI). If AI information is included in a prospectus, we would like to emphasize that it is important that the role and impact of AI on the business model are clearly explained. This explanation must be objective, concrete, and detailed. In addition, AI must not be presented as a positive attribute without adequate substantiation.

Approval Process
We understand that a smooth and efficient approval process is of great importance to issuing entities, and we strive to support this process as best as possible. To ensure a smooth procedure, we appreciate being informed at the start of the approval request about the desired planning and approval date. Timely submission and a high-quality first draft of the prospectus are essential for an efficient assessment. An approval procedure usually takes at least six weeks, but please bear in mind that due to the transition period to the new prospectus rules effective June 5, 2026, processing times may be longer. It is advisable to submit the application well in advance for prospectuses with a desired approval date in the weeks before June 5, 2026. If approval is not obtained before that date, the prospectus will need to be adapted to the new rules to allow for approval after June 5, 2026.

We hope that this information is useful. If you have any questions, please feel free to contact us via service.prospectus@afm.nl.