Who must notify under Article 19
The Market Abuse Regulation (596/2014) defines the reporting population in Article 3, and Article 19 attaches the obligation to it. Two groups are covered.
Persons discharging managerial responsibilities (PDMRs), per Article 3(1)(25), are members of the issuer's administrative, management or supervisory body, plus senior executives who sit on none of those bodies but have both regular access to inside information relating directly or indirectly to the entity and the power to take managerial decisions affecting its future development and business prospects. A head of M&A can be a PDMR without a board seat. A well-paid engineer with inside information but no decision power is not.
Closely associated persons, per Article 3(1)(26): a spouse or a partner treated as equivalent under national law, a dependent child, a relative who has shared the household for at least one year at the transaction date, and any legal person, trust or partnership whose managerial responsibilities are discharged by a PDMR (or one of the previous three), or which is directly or indirectly controlled by, set up for the benefit of, or economically equivalent to such a person. The family holding company files just like the CEO does.
The regime applies to issuers that requested or approved admission of their instruments to a regulated market, or that approved trading (or requested admission) on an MTF or OTF (Article 19(4)). Article 19(10) extends the same mechanics to emission allowance market participants.
What transactions get reported
Article 19(1) is broad by design: every transaction conducted on the PDMR's own account in shares or debt instruments of the issuer, or in derivatives or other financial instruments linked to them. Article 19(7) then spells out cases people would otherwise argue about: pledging or lending of financial instruments, transactions executed by professional arrangers or under discretionary mandates (even without the PDMR's instruction), and transactions under life insurance policies where the PDMR bears the investment risk and has the power to make investment decisions. One carve-out: a pledge sitting in a custody account is not notifiable unless and until it is designated to secure a specific credit facility.
Delegated Regulation (EU) 2016/522, Article 10(2), turns that principle into a long concrete list. The entries that surprise people:
| Transaction | Notifiable? | Why it matters |
|---|---|---|
| Gift or donation, made or received | Yes (point k) | Appears at zero price |
| Inheritance received | Yes (point k) | Appears at zero price |
| Option exercise and sale of resulting shares | Yes, as separate rows | One economic event, two notifications |
| Pledging shares as collateral | Yes | A pledge is not a sale |
| Subscription to a capital increase | Yes | Includes rights issues |
| CFDs, equity swaps, cash-settled derivatives | Yes | Economic exposure counts |
| Transactions under a third-party mandate | Yes | Discretionary management included |
One genuine exception exists. Under Article 19(1a), no notification is required for transactions in units of a fund or portfolio where exposure to the issuer's securities does not exceed 20 percent of the assets, provided the PDMR does not know, and could not know, the composition. Buying a broad index fund does not trigger a filing.
The threshold: EUR 20,000 per year since December 2024
Between 2016 and 2024, the notification duty kicked in once transactions reached EUR 5,000 within a calendar year, aggregated without netting (Article 19(8)), and national competent authorities could raise that to EUR 20,000 (Article 19(9)).
The EU Listing Act (Regulation (EU) 2024/2809 of 23 October 2024, applying from 4 December 2024) rewrote both numbers. The baseline is now EUR 20,000 per calendar year, and the amended Article 19(9) lets each NCA either raise the trigger to EUR 50,000 or lower it to EUR 10,000, informing ESMA of its choice. The result is a threshold map, not a threshold: