Opinion on the amendments to buy-back programmes and stabilisation measures

7 September 2026 ESMA74-268544963-1748 Opinion Amendments to Commission Delegated Regulation 2016/1052 on buy￾back programmes and stabilisation measures

1 Table of Contents Executive summary ............................................................................................................3 1 Legal basis..................................................................................................................4 2 Background and procedure .........................................................................................4 3 ESMA Opinion.............................................................................................................5 3.1 Summary of the amendments ..............................................................................5 3.2 Assessment of the amendments ..........................................................................6 3.3 Conclusion ...........................................................................................................7 4 Annexes ......................................................................................................................8 4.1 Annex I – Letter from the Commission..................................................................8 4.2 Annex II – Revised Draft RTS ............................................................................10

2 Acronyms and abbreviations Commission Delegated Regulation (EU) 2016/1052 Commission Delegated Regulation (CDR) (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures European Commission ESMA Regulation EC or the Commission Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC Listing Act Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises MAR Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC MIFIR Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 MRMTL Most Relevant Market in Terms of Liquidity as referred to in Article 26(1) of MiFIR NCA RTS National Competent Authority Regulatory Technical Standard

3 Executive summary Reasons for publication ESMA is issuing this Opinion in response to the Commission's proposed amendments to the RTS on buy-back programmes and stabilisation measures. In February 2026, ESMA submitted to the Commission a draft RTS amending CDR 2016/1052 to reflect the changes introduced by the Listing Act to the buy-back regime under Article 5 of MAR. As the Listing Act did not amend the MAR framework applicable to stabilisation measures, ESMA's draft RTS did not propose any changes to the corresponding provisions of CDR 2016/1052. The Commission now proposes introducing similar reporting and public disclosure arrangements for stabilisation transactions as those suggested for buy-back transactions in the ESMA draft RTS. In particular, the proposed amendments provide for the reporting and public disclosure of stabilisation transactions in an aggregated form, i.e. indicating the aggregated volume and weighted average price per day and per trading venue, and for the centralisation of reporting to the competent authority of MRMTL. Content ESMA considers the proposed amendments appropriate. In ESMA's view, they would contribute to maintaining a consistent approach to the reporting and public disclosure of buy-back and stabilisation transactions and support the objective of reducing administrative burden for entities undertaking stabilisation measures, while preserving the ability of competent authorities to monitor trading activity. Accordingly, ESMA supports the amendments proposed by the Commission, as set out in the annex to this Opinion. Section 1 sets out the legal basis for this Opinion. Section 2 describes the background and procedural context. Section 3 summarises and assesses the substantive amendments proposed by the Commission concerning the reporting and public disclosure of stabilisation transactions. ESMA concludes that the proposed amendments are appropriate. Next steps In accordance with Article 10(1) of the ESMA Regulation, ESMA is submitting this Opinion to the Commission in response to the letter received on 24 July 2026. A copy of the Opinion is also transmitted to the European Parliament and the Council.

4 1 Legal basis

1. Article 5(6) of MAR 1 mandates ESMA to develop draft RTS to specify the conditions that buy-back programmes and stabilisation measures must meet, including conditions for trading, restrictions regarding time and volumes, disclosure and reporting obligations, and price conditions.
2. After the entry into force of MAR, ESMA submitted its draft RTS to the Commission in September 2015 2 and these arrangements were adopted by the Commission through CDR 2016/1052 3 .
3. The Listing Act 4 amended Article 5 of MAR to simplify both the conditions for reporting to authorities and the subsequent public disclosure of buy-back transactions (but only for buy-back transactions). In particular, the revised Article 5(1) of MAR as amended by the Listing Act explicitly sets out that disclosure of buy-back transactions should take place in an aggregated form. In addition, the Listing Act also amended Article 5(3) of MAR with respect to the NCA to which buy-back transactions should be reported as while the pre-Listing Act MAR required reporting of each transaction to the NCA of the trading venue on which the shares are traded, the revised Article 5(3) of MAR requires the reporting of all transactions relating to the buy-back programme to the competent authority of the MRMTL as referred to in Article 26(1) of MiFIR.
4. In light of those changes, on 27 February 2026 ESMA submitted to the Commission a second draft RTS amending CDR 2016/1052 5 . 2 Background and procedure
5. The draft RTS submitted by ESMA on 27 February 2026 proposed amendments to CDR 2016/1052 to reflect the changes introduced by the Listing Act to Article 5 of MAR. In particular, to ensure consistency with MAR, ESMA proposed that issuers should have in place mechanisms for the reporting of buy-back transactions to the NCA of the MRMTL and that issuers should ensure public disclosure of buy-back transactions in an aggregated form. In parallel, to reduce burden for issuers conducting buy-back programmes, in the RTS ESMA also proposed streamlining the reporting requirements by specifying that reporting to the NCA of the MRMTL should only be conducted in an aggregated form.
6. ESMA’s draft RTS did not include amendments to the regime for stabilisation measures set out in CDR 2016/1052, as the Listing Act did not introduce any amendments to the relevant provisions contained in Article 5 of MAR. 1 https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02014R0596-20260605 2 https://www.esma.europa.eu/sites/default/files/library/2015/11/2015-esma-1455_-_final_report_mar_ts.pdf 3 https://eur-lex.europa.eu/eli/reg_del/2016/1052/oj/eng 4 https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=OJ:L_202402809# 5 ESMA74-268544963-1569_Report_on_the_amendments_to_Commission_Delegated_Regulation_20161052_on_buy￾back_programmes_and_stabilisation_measures.pdf

5 7. On 24 July 2026, the Commission informed ESMA of its intention to adopt the draft RTS with amendments. Namely, the Commission proposes introducing alleviations to the reporting and public disclosure of stabilisation transactions similar to those suggested by ESMA in the revised draft RTS in relation to buy-backs. 8. In accordance with Article 10(1) of the ESMA Regulation 6 , where the Commission intends to endorse with amendments the draft RTS previously submitted by ESMA, it shall send the draft RTS back to ESMA explaining the reasons for its amendments. ESMA may amend the draft RTS on the basis of the Commission’s proposal and resubmit them to the Commission in the form of a formal Opinion. 9. Pursuant to Article 10(1) of the ESMA Regulation, such notification from the Commission triggers a period of six-weeks during which ESMA may amend its draft RTS based on the Commission’s proposed amendments and resubmit it in the form of a formal Opinion. ESMA shall send a copy of its formal Opinion to the European Parliament and to the Council. 10. This Opinion is submitted in accordance with Article 10(1) of the ESMA Regulation and sets out ESMA’s assessment of the amendments proposed by the Commission to the draft RTS submitted by ESMA on 27 February 2026. 3 ESMA Opinion 11. In its Opinion, ESMA limits its comments to substantial changes the Commission has introduced to the ESMA draft RTS. ESMA notes that the Commission has introduced such changes only to the draft provisions amending Article 6 of the RTS. 3.1 Summary of the amendments 12. The Commission proposes the following amendments to Article 6 of CDR 2016/1052 concerning stabilisation measures, which were not included in the draft RTS submitted by ESMA on 27 February 2026: • an amendment to Article 6(2) to introduce public disclosure of stabilisation transactions in an aggregated form, i.e. indicating the aggregated volume and the weighted average price per day and per trading venue. • an amendment to Article 6(4) to streamline the reporting of stabilisation transactions to a single competent authority, the one of the MRMTL, for each of the securities and instruments concerned. In alignment with the Level 1 provision for buy-back transactions, upon request the receiving competent authority would also forward the information to the competent authority of each trading venue on which the securities and associated instruments have been admitted to trading and are traded. Relatedly, the Commission also proposes expressly providing that 6 https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02010R1095-20251110

6 reporting should be carried out by ‘issuers, offerors, or entities undertaking the stabilisation’ instead of only referring to ‘entities undertaking the stabilisation’. • the introduction in Article 6(4) of a requirement to report stabilisation trades to the NCA of the MRMTL only in an aggregated form, indicating the aggregated volume and the weighted average price per day and per trading venue. 13. Separately, ESMA notes that the Commission also proposes certain targeted amendments to the provisions on buy-back programmes. As these amendments are technical in nature and do not introduce substantive changes, they are not in scope of this Opinion. ESMA's assessment below therefore focuses on the substantive amendments concerning stabilisation measures under Article 6 of CDR 2016/1052. 3.2 Assessment of the amendments 14. ESMA notes that, unlike the framework applicable to buy-back programmes, the Listing Act did not amend the MAR provisions governing stabilisation measures. Nevertheless, ESMA understands that the Commission considers it appropriate to align the treatment of stabilisation and buy-back transactions with regard to reporting and public disclosure, given that stabilisation transactions are deemed conceptually similar to buy-back transactions in terms of their potential risks for market integrity, and both regimes are established under Article 5 of MAR and further specified in the same delegated regulation. 15. Under the Commission's proposed amendments, entities undertaking stabilisation measures are permitted to report and publicly disclose stabilisation transactions in an aggregated form, indicating the aggregated volume and weighted average price per day and per trading venue. 16. ESMA considers this approach appropriate, as it is consistent with the simplification objectives underpinning the Listing Act. As noted in the ESMA Final Report on the amendments to the RTS on buy-back programmes, competent authorities will continue to have access to other sources of supervisory information, including transaction reporting data, which support the monitoring of trading activity and the detection of potentially suspicious conduct even in the absence of a detailed reporting of buy-back and stabilisation transactions. 17. As regards the proposed centralisation of reporting, under the Commission’s proposed approach transactions would be reported solely to the NCA of the MRMTL for the relevant securities and associated instruments. To ensure that all relevant competent authorities retain access to the necessary information, the Commission proposes that the competent authority of the MRMTL forwards such information, upon request, to the competent authority of each trading venue where the relevant securities or associated instruments are admitted to trading and/or are traded. 18. ESMA considers this approach sensible as it preserves access to supervisory information while contributing to the simplification of reporting obligations and the reduction of administrative burden.

7 19. In light of the above, ESMA has not identified any substantive concerns arising from the amendments proposed by the Commission and therefore supports the proposed amendments to the RTS as set out in the annex to this Opinion. 3.3 Conclusion 20. While the Listing Act did not amend the framework applicable to stabilisation measures, ESMA considers the amendments proposed to the RTS on buy-back programmes and stabilisation measures to be appropriate. In ESMA's view, the proposed changes contribute to maintaining a consistent approach to the reporting and public disclosure of buy-back and stabilisation and support the objective of reducing administrative burden for entities undertaking stabilisation measures while preserving the ability of competent authorities to monitor trading activity and detect potentially suspicious conduct.

8 4 Annexes 4.1 Annex I – Letter from the Commission Brussels FISMA.C.3/(2026)7906971 Subject Draft regulatory technical standards (RTS) amending the regulatory technical standards laid down in Delegated Regulation (EU) 2016/1052 as regards the conditions applicable to buy-back programmes and stabilisation measures Dear Ms Ross, On 27 February 2026, ESMA submitted to the Commission the draft regulatory technical standards (RTS) amending the RTS laid down in Delegated Regulation (EU) 2016/1052 as regards the conditions applicable to buy-back programmes and stabilisation measures. The amending RTS reflect the changes to the conditions for buy-back transactions that were introduced as part of the Listing Act Package ( 1 ), which aims to enhance the accessibility of public capital markets for EU companies, especially small and medium-sized enterprises (SMEs), by effectively reducing the administrative burdens associated with listing while maintaining market integrity. As one measure to reduce the administrative burden on issuers, the Listing Act Package amended Article 5 of Regulation (EU) No 596/2014 to simplify both the conditions for reporting to public authorities and the subsequent public disclosure of buy-back transactions. Delegated Regulation (EU) 2016/1052, which further specifies, among other things, the conditions for reporting and public disclosure of buy-back transactions now needs to be amended accordingly. As a result, issuers will have to report buy-back transactions only to a single competent authority, that of the most relevant market in terms of liquidity for the security concerned, and will report those transactions in an aggregated form. Similarly, buy-back transactions will subsequently be disclosed to the public in an aggregated form. When revising the draft RTS, the Commission services took into account a request received from several national competent authorities and discussed within ESMA’s Market Integrity Working Group, to implement corresponding changes to the regime for the reporting and public disclosure of stabilisation transactions. Stabilisation transactions are conceptually similar to buy-back transactions and are governed by the same provision in Regulation (EU) No 596/2014 and by the same RTS. Therefore, the Commission services see merit in maintaining 1 Regulation (EU) 2024/2809

9 the alignment between buy-back transactions and stabilisation transactions. Consequently, it is proposed to streamline the reporting of stabilisation transactions by centralising them with a single competent authority, that of the most relevant market in terms of liquidity and by specifying that reporting should take place in an aggregated form. It is also proposed to specify the aggregated form for the subsequent disclosure to the public. Although the Listing Act Package did not amend the conditions for stabilisation transactions, the proposed amendments are in line with its general objective of burden reduction and are fully compatible with the existing provisions in Regulation (EU) No 596/2014. To give effect to that approach, the Commission services intend to propose to the Commission to endorse the amended draft RTS pursuant to Article 10(1) of Regulation (EU) No 1095/2010 (ESMA Regulation) with the amendments described above. Those adjustments, that the Commission services believe to remain fully in line with the objectives and the mandate on which the draft RTS is based, have been discussed with your services. In view of the adoption of the RTS by the Commission, I therefore kindly ask you to confirm that ESMA agrees with the proposed adjustments to the RTS. Given the time constraints, I would be grateful to receive ESMA’s feedback as soon as possible. Electronically signed John BERRIGAN Enclosure Amended draft Commission Delegated Regulation amending the regulatory technical standards laid down in Delegated Regulation (EU) 2016/1052 as regards the conditions applicable to buy-back programmes and stabilisation measures

10 4.2 Annex II – Revised Draft RTS COMMISSION DELEGATED REGULATION (EU) …/... of XXX amending the regulatory technical standards laid down in Commission Delegated Regulation (EU) 2016/1052 as regards the conditions applicable to buy-back programmes and stabilisation measures (Text with EEA relevance) THE EUROPEAN COMMISSION, Having regard to the Treaty on the Functioning of the European Union, Having regard to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC 1 and in particular Article 5(6), third subparagraph, thereof, Whereas: (1) Regulation (EU) 2024/2809 of the European Parliament and of the Council amended Article 5 of Regulation (EU) No 596/2014 by requiring issuers to report transactions relating to buy-back programmes only to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council 2 , rather than to the competent authority of each trading venue on which the shares have been admitted to trading or are traded, to be able to benefit from the exemption laid down in Article 5(1) of Regulation (EU) No 596/2014. Regulation (EU) 2024/2809 also simplified the disclosure regime for buy-back transactions by allowing an issuer to disclose to the public only the aggregated volume and the weighted average price per day and per trading venue. It is therefore necessary to amend Article 2 of Delegated Regulation (EU) 2016/1052 to align it with those amendments to Regulation (EU) No 596/2014. (2) To reduce the administrative burden on issuers conducting a buy-back programme, while preserving the ability of competent authorities to monitor trading activity and to detect suspicious behaviours connected with the execution of buy-back programmes, issuers should report the transactions relating to buy-back programmes in aggregated form to the competent authority of the most relevant market in terms of liquidity for the shares, as referred to in Article 26(1) of Regulation (EU) No 600/2014. 1 OJ L 173, 12.6.2014, p. 1, ELI: http://data.europa.eu/eli/reg/2014/596/oj. 2 Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84, ELI: http://data.europa.eu/eli/reg/2014/600/oj).

11 (3) To reduce the administrative burden on issuers, offerors, and entities undertaking stabilisation measures, and to align the regulatory treatment of stabilisation measures to that of buy-back programmes, such issuers, offerors, or entities should disclose information about the stabilisation measures in aggregated form. For the same reason, such issuers, offerors, or entities should also report transactions that are part of a stabilisation programme in aggregated form, and only to the competent authority of the most relevant market in terms of liquidity for each instrument concerned, as referred to in Article 26(1) of Regulation (EU) No 600/2014. That competent authority should, upon request, forward that information to the competent authority of each trading venue on which the securities under the stabilisation and the associated instruments are admitted to trading and are traded. (4) Delegated Regulation (EU) 2016/1052 should therefore be amended accordingly. (5) This Regulation is based on draft regulatory technical standards submitted to the Commission by European Securities and Markets Authority (ESMA). (6) ESMA did not conduct open public consultations on the draft regulatory technical standards on which this Regulation is based, nor did it analyse the potential related costs and benefits of introducing such standards, as to have done so would have been highly disproportionate to the scope and impact of those standards, taking into account their limited scope and that they do not impose any additional requirements on market participants, HAS ADOPTED THIS REGULATION: Article 1 Amendments to Delegated Regulation (EU) 2016/1052 Delegated Regulation (EU) 2016/1052 is amended as follows: (1) in Article 2, paragraphs 2 and 3 are replaced by the following: ‘2. For the purposes of Article 5(3) of Regulation (EU) No 596/2014, the issuer shall report in aggregated form the transactions relating to the buy-back programme by no later than the end of the seventh daily market session following the date of the execution of those transactions, indicating the aggregated volume and the weighted average price per day and per trading venue. 3. For the purposes of Article 5(1), point (b), of Regulation (EU) No 596/2014, the issuer shall ensure adequate public disclosure in aggregated form of the trades referred to in that Article by no later than the end of the seventh daily market session following the date of execution of those trades, indicating the aggregated volume and the weighted average price per day and per trading venue. The issuer shall also post on its website the information disclosed and keep that information available to the public for 5 years from the date of public disclosure.’; (2) Article 6 is amended as follows: (a) paragraph 2 is replaced by the following:

12 ‘2. During the stabilisation period, the persons appointed pursuant to paragraph 5 shall ensure adequate public disclosure of all stabilisation transactions in aggregated form by no later than the end of the seventh daily market session following the date of execution of such transactions, indicating the aggregated volume and the weighted average price per day and per trading venue.’; (b) paragraph 4 is replaced by the following: ‘4. Issuers, offerors, or entities undertaking the stabilisation, whether or not acting on behalf of the issuer or the offeror, shall notify all stabilisation transactions carried out in securities and associated instruments to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014* for each of the securities and instruments concerned. That reporting shall take place in aggregated form, indicating the aggregated volume and the weighted average price per day and per trading venue. The receiving competent authority shall, upon request, forward the information to the competent authority of each trading venue on which the securities and associated instruments have been admitted to trading and are traded.

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• Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84, ELI: http://data.europa.eu/eli/reg/2014/600/oj).’. Article 2 Entry into force This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, For the Commission The President Ursula VON DER LEYEN