CSA Notice of Consultation: Draft Regulation to Amend Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure

CSA Notice of Consultation
Draft Regulation to Amend Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure November 13, 2025 Introduction The Canadian Securities Administrators (the CSA or we) are publishing for a 90-day comment period draft amendments to:

• Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure (the Draft
  Amendments), draft changes to:
• Policy Statement to Regulation 52-112 respecting Non-GAAP and Other Financial Measures
  Disclosure (the Draft Changes), and related draft consequential amendment to:
• Regulation 11-102 respecting Passport System,
  (collectively, the Draft Materials).
  The comment period will end on February 11, 2026.
  The text of the Draft Materials is published with this notice and will also be available on the websites of CSA jurisdictions, including:
  www.lautorite.qc.ca www.asc.ca www.bcsc.bc.ca https://nssc.novascotia.ca/ www.nbsc-cvmnb.ca www.osc.gov.on.ca www.fcaa.gov.sk.ca www.mbsecurities.ca Substance and Purpose Further to a new IFRS® Accounting Standard, IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), that requires disclosure of management-defined performance measures

(MPMs) in a note to the financial statements, the Draft Amendments primarily seek to ensure that such measures, that have historically been subject to the requirements of Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure (Regulation 52-112) remain subject to its requirements. In addition, the Draft Amendments:

• Require that additional subtotals are disclosed outside of the financial statements with
  appropriate context.
• Allow incorporation by reference of certain information to the notes to the financial statements,
  under certain circumstances, to avoid duplicative disclosure.
• Codify and consolidate existing exemptions currently found in blanket orders as well as
  Ontario Rule 52-503 that provide relief to certain issuers from certain requirements of Regulation 52-112 (other than British Columbia’s existing blanket order, BC Instrument 52-513, which will continue to apply). The Draft Amendments address, in a narrow-scope manner, the consequences arising from IFRS 18 on Regulation 52-112 and aim to minimize disruption to existing disclosure practices. Under the Draft Amendments, issuers would not be required to materially change their reporting practices for non-GAAP financial measures disclosed outside the financial statements. The Draft Changes provide guidance on how we will interpret and apply the Draft Amendments. Background On May 27, 2021, the CSA published Regulation 52-112 and Policy Statement to Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure (Policy Statement 52- 112). Together, Regulation 52-112 and Policy Statement 52-112 address stakeholder demands, including reducing uncertainty regarding issuers’ disclosure obligations and investors’ need for consistent, transparent, and high-quality disclosure for certain financial measures presented outside of financial statements, such as non-GAAP financial measures. On April 9, 2024, the International Accounting Standard Board (IASB) issued IFRS 18, which is effective for annual reporting periods beginning on or after January 1, 2027. Among other things, IFRS 18 requires entities to disclose information about certain financial measures in a note to the financial statements, when specific criteria in IFRS 18 are met (e.g., if an entity uses such measures in public communications outside financial statements – such as MD&A, earnings release, investor presentations). Currently, such financial measures are disclosed outside the financial statements as non-GAAP financial measures. In developing the requirements for MPMs, the IASB and its staff acknowledged that in many jurisdictions, public entities have existing systems and processes in place to monitor and control their public communications to comply with laws and regulations – that regulate from the onset the type of information permitted to be provided to the market, such as those relating to non-GAAP financial measures – and that existing regulatory requirements for

non-GAAP financial measures, if any, would continue to apply in regulated documents, even if those financial measures are identified as MPMs in a note to the financial statements. Accordingly, in a Canadian reporting issuer context, for a financial measure to be an MPM it must first be disclosed outside financial statements and therefore comply with securities legislation, most notably Regulation 52-112 before it is disclosed as an MPM in a note to the financial statements. Since Regulation 52-112 currently defines a non-GAAP financial measure as, among other things, a financial measure that is not disclosed in the financial statements of the entity, without the Draft Amendments, many measures that have historically been considered non-GAAP financial measures (e.g., adjusted net income, adjusted EBITDA) would no longer meet the definition of a non-GAAP financial measure in Regulation 52-112 if those measures are disclosed in the financial statements as MPMs under IFRS 18. Therefore, without the Draft Amendments, those measures would not be subject to the disclosure requirements in Regulation 52-112 when disclosed outside of the financial statements. The disclosure requirements for MPMs in IFRS 18 are not inconsistent with the disclosure requirements for non-GAAP financial measures in Regulation 52-112. To reduce duplicative disclosures, the Draft Amendments allow incorporation of information by reference to the notes to the financial statements if such notes contain the information required by Regulation 52-112. In addition, to promote connectivity with IFRS 18, which requires an additional subtotal presented on the face of a primary financial statement, such as the statement of profit or loss, to be displayed no more prominently than the totals and subtotals required by IFRS Accounting Standards (e.g., operating profit), we are proposing a similar requirement when such an additional subtotal is disclosed outside the financial statements. This disclosure would, among other things, help ensure investors are provided with appropriate context when such a financial measure is disclosed outside the financial statements. For clarity, the Draft Amendments are focused on disclosures outside the financial statements. Nothing in the Draft Amendments changes or overrides the requirements of IFRS Accounting Standards. Possible Future Developments We are aware that the IASB is exploring whether to require the disclosure in the notes to the financial statements of other historically considered non-GAAP financial measures, beyond MPMs (as currently defined), such as certain cash-flow non-GAAP financial measures (e.g., free cash flow). Since there is no certainty on the direction of the IASB work, the Draft Amendments have not taken these potential future developments into consideration, resulting in a narrow draft amendment to the definition of “non-GAAP financial measure” based on the known changes to IFRS Accounting Standards. We will continue to monitor
developments in this area and will assess whether future amendments to Regulation 52-112 are required.

Summary of the Draft Amendments
We are proposing the following amendments to existing requirements in Regulation 52-112:
Definitions

• Amending the definition of “non-GAAP financial measure” to include MPMs.
• Adding new definitions for “additional subtotal” and “management-defined performance
  measure”.
  Incorporating Information by Reference
• Allowing the incorporation of certain information by reference to the notes to the financial
  statements to avoid duplicative disclosure.
  Additional Subtotal Disclosure
• Adding prominence disclosure requirements for an additional subtotal disclosed outside the
  financial statements.
  Exemption for certain issuers
• Adding an exemption for issuers that are currently exempt from Regulation 52-112 under
  existing blanket orders and Rule 52-503 in Ontario (other than British Columbia’s existing blanket order, BC Instrument 52-513)1 , under the same conditions. Consequential Amendment We propose to amend Regulation 11-102 respecting Passport System to include Regulation 52-112 in Appendix D of that Regulation. This amendment will allow any applications pertaining to Regulation 52-112 to be made under the passport system. Local Matters Where applicable, an additional annex is being published in any local jurisdiction that is making related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only. Request for Comments We welcome your comments on the Draft Materials. We particularly appreciate comments that are specific and accompanied by concrete examples. Please submit your comments in writing on or before February 11, 2026. Address your submission to all of the CSA as follows:
  1 As a result, all blanket orders pertaining to Regulation 52-112 (other than British Columbia’s existing blanket order, BC Instrument 52-513), as well as Rule 52-503 in Ontario, will be rescinded upon adoption of the Draft Amendments. BC Instrument 52-513 will continue to apply, ensuring uniformity in the application of the existing exemption for issuers across Canada.

British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission, New Brunswick Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island Nova Scotia Securities Commission Office of the Superintendent of Securities, Service NL Northwest Territories Office of the Superintendent of Securities Office of the Yukon Superintendent of Securities Nunavut Securities Office Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA. Me Philippe Lebel Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour PwC 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax: 514 864-8381 consultation-en-cours@lautorite.qc.ca The Secretary Ontario Securities Commission 20 Queen Street West 19th Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416 593-2318 comment@osc.gov.on.ca We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. All comments received will be posted on the websites of each of the Alberta Securities Commission at www.asc.ca, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.gov.on.ca. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.

Questions
Please refer your questions to any of the following:
Autorité des marchés financiers
Sophie Yelle
Leader - Securities Chief Accounting Office
514 395-0337 # 4455 sophie.yelle@lautorite.qc.ca Lucie Massé Senior Analyst, Accounting and Assurance Standards - Securities Chief Accounting Office 418 525-0337 # 4404 lucie.masse@lautorite.qc.ca British Columbia Securities Commission Ryne Smetheram Associate Chief Accountant 604 899-6978 rsmetheram@bcsc.bc.ca Amanda T. Wong Senior Securities Analyst 604 899-6927 atwong@bcsc.bc.ca Martin Latulippe Senior Policy Advisor 514 395-0337 # 4331 martin.latulippe@lautorite.qc.ca Alberta Securities Commission Brian Banderk Chief Accountant 403 297-2082 brian.banderk@asc.ca Gillian Findlay Senior Legal Counsel 403 297-3302 gillian.findlay@asc.ca Financial and Consumer Affairs Authority of Saskatchewan Heather Kuchuran Director, Corporate Finance 306 787-1009 heather.kuchuran@gov.sk.ca Manitoba Securities Commission Patrick Weeks Deputy Director, Corporate Finance 204 945-3326 patrick.weeks@gov.mb.ca Ontario Securities Commission Alex Fisher Senior Advisor 416 593-3682 afisher@osc.gov.on.ca Jonathan Blackwell Senior Accountant 437 993-2533 jblackwell@osc.gov.on.ca

Financial and Consumer Services
Commission of New Brunswick
Ray Burke
Manager, Corporate Finance
506 643-7435 ray.burke@fcnb.ca
Nova Scotia Securities Commission
Jack Jiang
Securities Analyst
902 424-7059
Jack.Jiang@novascotia.ca

Valerie Tracy
Securities Analyst
902 424-5718
Valerie.Tracy@novascotia.ca