BaFin directors' dealings explained: how German insider filings work

Who must file a managers' transaction with BaFin

Germany did not draft a home-grown insider-dealing disclosure regime for listed issuers. Since the Market Abuse Regulation (MAR) became applicable on 3 July 2016, the rules come straight from Article 19 of MAR, which applies directly in every member state. Before that, the national rule lived in Section 15a of the Wertpapierhandelsgesetz (WpHG), in force since 1 July 2002. Section 15a was superseded by MAR, and the WpHG now supplies the enforcement scaffolding rather than the substantive duty: BaFin is designated as the competent authority, and the administrative-fine provisions sit in Section 120 WpHG.

The reporting population is the MAR one:

• Persons discharging managerial responsibilities (PDMR), in German practice Fuehrungskraefte: members of the management board (Vorstand) and the supervisory board (Aufsichtsrat), plus senior executives who are not board members but have regular access to inside information and the power to take managerial decisions affecting the issuer's development.
• Persons closely associated with them: a spouse or registered partner, a dependent child, a relative who has shared the same household for at least one year, and any legal person, trust or partnership managed by, controlled by, or set up for the benefit of one of the above.

Because a holding company or foundation controlled by a board member files under the same regime the board member does, German filings frequently show corporate vehicles rather than natural persons. A holding entity acting as a closely associated person is a normal, expected filer, not an anomaly.

What transactions get reported

The scope is MAR Article 19 plus the detailed list in Delegated Regulation (EU) 2016/522: purchases and sales, subscriptions to capital increases, acceptance and exercise of stock options and the disposal of the resulting shares, pledges and securities lending, gifts and donations made or received, inheritances, transactions executed under a discretionary portfolio mandate, and derivative or fund exposure linked to the issuer's shares or debt instruments. The duty covers own-account transactions in the issuer's shares, debt instruments, and any financial instruments (such as derivatives) linked to them.

The threshold, and its 2026 jump

MAR sets a de minimis floor below which no notification is due, and lets each national authority raise it. The EU Listing Act (Regulation (EU) 2024/2809) rewrote Article 19(9) to keep the EU baseline at EUR 20,000 and let competent authorities push it up to EUR 50,000 at their discretion. Germany took the full headroom. In a general decree of 4 December 2025, BaFin raised the threshold from EUR 20,000 to EUR 50,000 per calendar year, in force from 1 January 2026. BaFin's own framing was that the change eases the burden on managers and issuers and cuts the notification count by roughly one third. Small trades that would have hit the tape in 2025 stay dark from 2026 onward.

The three business day deadline

The PDMR or closely associated person must notify both the issuer and BaFin promptly, and no later than three business days after the transaction. That is the MAR Article 19(1) clock as BaFin phrases it. On the publication side, MAR gives the issuer a short window to make the notification public after receipt. In practice the record an outside reader relies on is BaFin's, because BaFin publishes the notifications it receives in its own database.

Worst realistic case, a trade surfaces a few business days after execution. The US Form 4 clock is comparable at two business days, France applies the same three-trading-day MAR rule, so Germany sits with the rest of the MAR bloc rather than ahead of or behind it.

Where BaFin publishes directors' dealings

BaFin runs a public Directors' Dealings database for managers' transactions under Article 19 MAR. It is free, needs no accreditation, and is searchable by issuer and by notifying person. One feature matters more than any other for anyone building a dataset:

The database only lists transactions published within the last 12 months. A notification rolls out of the public view a year after publication. This is the opposite of France's BDIF, which reaches back to 1997. So the BaFin database is a live window, not a historical archive: to keep a long German time series, you have to capture the notifications continuously as they publish, because they will not be there to backfill later. A transaction is only listed if BaFin is the competent authority for receiving it.

How to read a BaFin managers' transaction notification

Every notification follows the EU standard template of Implementing Regulation (EU) 2016/523, so a German filing lines up field-for-field with a French or Italian one. The template fields:

Field 2 tells you whether the filer is the board member or a related party, and whether the document amends an earlier one. Field 4b carries the economic meaning: a Vorstand member buying on XETRA reads very differently from an inheritance or a pledge.

Interpretation traps

The threshold is a floor, not a cap

EUR 50,000 is an exemption below the line, not a reporting ceiling. The test runs on the cumulative gross amount of all transactions in the calendar year, without netting purchases against sales. Once the running total crosses the threshold, every later transaction is notifiable, however small.

The 2026 series break

Raising the floor from EUR 20,000 to EUR 50,000 mechanically strips small filings out of the record. German notification volumes fall from 2026 for a regulatory reason, not because insiders stopped trading. BaFin itself expected roughly one third fewer notifications. Any comparison of German filing counts across the 2025/2026 boundary is apples to oranges.

30-day closed periods

MAR Article 19(11) bars PDMR from trading during the 30 calendar days before the announcement of an interim or year-end financial report. Exemptions exist, but the practical effect is that German insider activity clusters just after results. A burst of buying the week after earnings is the calendar at work, not necessarily a coordinated signal.

Zero-price rows

Gifts, donations, inheritances and share awards are all notifiable and all print at a zero or nil price. These are non-market transactions, not data errors, and they say nothing about what the insider would pay for the stock.

Option exercises come in pairs

An exercise at the strike price and the subsequent sale of the resulting shares are two separately notifiable transactions for one economic event. Counting both rows as independent decisions double-counts a single monetisation of compensation.

How insiders-trades.com tracks BaFin

We pull managers' transactions from BaFin's Directors' Dealings feed and, because the public database is a rolling 12-month window, we capture notifications continuously rather than backfilling from an archive that does not exist. We parse each EU-template notification to extract role, instrument, price and volume, then normalise roles into the same taxonomy we apply across 28 regulators, so a Vorstand member and a CEO land in the same bucket.

Browse the live output on the German market hub, or start from a company page such as SAP SE, Siemens, Deutsche Telekom or Infineon. For a sense of what a closely associated holding vehicle looks like as a filer, see Priamos Beteiligungen AG.

For the EU-level rules Germany implements, see our MAR Article 19 guide. For a close comparison inside the same MAR framework, read how France runs the same rules through the AMF, and for the wider picture, the insider disclosure rules by country index.