FCA PDMR notifications explained: UK insider filing rules

Who must notify

The UK kept the EU's market abuse regime at Brexit rather than writing its own. EU MAR 596/2014 was onshored into UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018, and has been amended domestically since, most notably by the Financial Services Act 2021. The result, usually called UK MAR, reads almost identically to the EU text, which is exactly why the differences that have accumulated since matter.

The two categories of filer were carried over unchanged from EU MAR Article 3(1)(25) and (26):

• PDMRs (persons discharging managerial responsibilities): members of the issuer's administrative, management or supervisory body, plus senior executives with regular access to inside information and the power to take managerial decisions affecting the issuer.
• Closely associated persons (PCAs): the PDMR's spouse or equivalent partner, dependent children, relatives sharing the household for at least a year, and legal persons, trusts or partnerships managed by, controlled by, or set up for the benefit of a PDMR or their family.

That second category is why a single director can appear in the data through a family investment company or a trust. The obligation to notify sits with the PCA, but the trade prices in as the insider's.

What transactions get reported

The transaction scope mirrors EU MAR Article 19(1) and the extended list in Article 19(7): every transaction conducted on own account in the issuer's shares, debt instruments, derivatives or linked instruments. The extended list pulls in things a naive reader would not expect: pledging or lending of securities, transactions executed by professional arrangers (including under discretionary mandates), and transactions made under life insurance policies where the PDMR bears the investment risk and controls the decisions. A carve-out spares securities pledged merely as a condition of a custody account, and the carve-out is identical to the EU's.

The EUR 5,000 threshold, still in euros

Notification kicks in once total transactions reach EUR 5,000 within a calendar year (UK MAR Article 19(8)). Two things about that number:

First, it is denominated in euros in a UK statute, a fossil of the regime's origin that survived Brexit intact. Second, it has quietly become the strictest threshold among the large European markets. UK MAR Article 19(9) lets the FCA raise the figure to EUR 20,000 after notifying the Treasury, but the FCA has not exercised that power, and the UK did not adopt the EU's 2024 increase. In practice the UK now captures far smaller trades than the EU baseline, and an order of magnitude smaller than France. For a dataset builder that is good news: UK coverage reaches further down the trade-size distribution than any comparable MAR market.

The three working day deadline

UK MAR Article 19(1) requires PDMRs and PCAs to notify the issuer and the FCA "promptly and no later than three working days after the date of the transaction". Article 19(16) defines a working day as any day other than a Saturday, a Sunday, Christmas Day, Good Friday, or a bank holiday in England and Wales. Note the term: the EU text runs on "business days", the UK on "working days", and around UK bank holidays the two clocks give different answers.

The issuer's own clock changed in 2021. Originally the issuer had to publish within the same 3 business days from the transaction date, which in practice meant racing the PDMR's own deadline. Section 30 of the Financial Services Act 2021, in force since 29 June 2021, rewrote UK MAR Article 19(3): the issuer now has 2 working days from receipt of the notification. More breathing room for company secretaries, slower tape for everyone else. A trade executed on a Monday can legally surface the following Friday, roughly 5 working days later, against 2 business days for a US Form 4.

Where filings are published

A UK PDMR notification travels two roads at once:

• To the FCA: the PDMR or PCA submits the notification through the FCA's Electronic Submission System (ESS). This is the regulatory copy; it does not inform the market by itself.
• To the market: the issuer publishes an announcement through a Regulatory Information Service or Primary Information Provider, RNS being the dominant one. These are the announcements headlined "Director/PDMR Shareholding", and each embeds the standard notification template as a table.

The announcements are then archived in the FCA National Storage Mechanism (NSM) at data.fca.org.uk, the statutory store for regulated information under the Listing Rules, the DTRs, and UK MAR Articles 17 to 19. The FCA is explicit that the NSM is an archive, not a disclosure channel: "Simply having documents on the NSM does not fulfil an issuer's obligation... Issuers must use a PIP." For research purposes the direction of that sentence flips: the NSM is exactly where you go to read the record, because it holds everything, back years, in one searchable place.

How to read a notification

The UK still uses the template from onshored Implementing Regulation 2016/523, hosted in the FCA Handbook's technical standards. Every "Director/PDMR Shareholding" announcement carries the same fields:

Read "nature of the transaction" first, the price second. The template's free-text nature field is where a headline "purchase" reveals itself as a free share award, and where the difference between conviction and payroll lives.

Interpretation traps

Closed periods have diverged from the EU

UK MAR Article 19(11) bars PDMRs from dealing during the 30 calendar days before the announcement of an interim or year-end report. So far, identical to the EU. But the EU Listing Act relaxed some closed-period exemptions in December 2024, and the UK did not adopt those changes. Since then, conduct that is exempt in Frankfurt or Paris can still be a breach in London. Anyone applying EU-derived compliance intuitions to UK names is running on a stale rulebook; the regimes read the same and no longer are. For the EU baseline the UK froze and then diverged from, see our MAR Article 19 guide.

Aggregation hides netting

The EUR 5,000 threshold aggregates without netting, as in the EU. A PDMR who buys EUR 3,000 and sells EUR 3,000 has crossed the line, even though the net position moved nowhere. Once over the threshold, every subsequent transaction that year is notifiable, however small.

Awards and exercises look like trades

Zero-price rows are usually share awards or vesting, not open-market buying. Option exercises typically produce two rows, an acquisition at the strike and often a same-day sale at market, and the acquisition row is compensation being monetised, not a purchase decision. Pledges of shares as collateral appear in the same feed as real disposals. The template reports them all identically; only the nature field and the price separate them.

Late filing alone gets fined

The FCA's first enforcement action for a breach of UK MAR Article 19(1) was the Final Notice against Kevin Gorman on 12 December 2019. Gorman, a managing director at Braemar Shipping Services, sold shares totalling GBP 71,235.28 across three trades without notifying within the deadline. The fine was GBP 45,000 after a 30 percent settlement discount, and the notice made no finding of insider dealing. The message to filers was that the notification duty is strict; the message to data users is that UK filing dates are policed, which supports treating them as reliable event anchors.

The rules do not live where old guides say

Older UK compliance material points at DTR 3.1, the Handbook chapter that carried the pre-2016 disclosure rules. Since July 2016 the substantive obligations have sat in MAR Article 19 itself, now the onshored UK version. If a summary you are reading cites DTR 3.1 as the source of the deadline or the threshold, it predates the current regime; check the regulator's current guidance.

How insiders-trades.com tracks the UK

We ingest "Director/PDMR Shareholding" notifications from the FCA National Storage Mechanism's search API (api.data.fca.org.uk), the statutory archive, which holds roughly 98,000 PDMR documents back to 2011. The backfill pages through it by calendar month, typically 400 to 500 PDMR documents per month, and a legacy Investegate RNS scrape covers the most recent announcements ahead of their NSM appearance. Each notification is parsed into the unified declaration model: role normalised, nature of transaction mapped to buy/sell/award, and GBP amounts converted to EUR for cross-market comparison.

Browse the live output on the UK market hub, or start from a company page such as GSK, Tesco or Barclays.

Because UK MAR is onshored EU MAR, most of the mechanics here have an EU twin: see our MAR Article 19 guide for the regime the UK forked from, and the insider disclosure rules by country index for how everyone else compares.