MAR Article 19: How Managers' Share Trades Are Reported in Poland and the EU

Under the EU Market Abuse Regulation, company managers and their close associates must report their trades in the company's shares. Here is what is reported, how fast, and how to read it for GPW-listed companies.

In the US, insiders file Form 4. In the European Union, the equivalent comes from Article 19 of the Market Abuse Regulation (MAR). It applies to companies listed in Poland too, on the main market and on NewConnect, and the notifications are public.

Who has to report

MAR calls them persons discharging managerial responsibilities (PDMRs): members of the management and supervisory boards and certain senior executives with regular access to inside information and the power to take management decisions. The rule also covers persons closely associated with them, such as a spouse, dependent children and entities controlled by the manager.

What has to be reported

Transactions in the company's shares, debt instruments and related derivatives. This includes purchases, sales, pledges, gifts, and transactions made under a discretionary managed portfolio in some cases.

Reporting starts once the total value of transactions in a calendar year reaches a threshold. The EU baseline is EUR 20,000, and national regulators may set a higher one. Check the current threshold in the country concerned.

How fast

The manager must notify both the issuer and the national regulator within three business days of the transaction. The issuer must then make the information public, also within three business days.

For Polish companies, notifications are published through the company's regular channels, typically the ESPI system for main-market issuers and EBI for NewConnect, and are filed with the Polish Financial Supervision Authority (KNF).

The closed period

MAR also bans managers from trading during a closed period of 30 calendar days before the announcement of an interim or year-end report. Exceptions exist, but it is why you rarely see managers' trades right before results.

How to read a notification

A notification is a standard form. Look at:

• Who: the manager, or a closely associated person.
• Instrument: shares or a derivative.
• Nature of the transaction: acquisition, disposal, subscription, pledge, exercise.
• Price and volume: per trade and aggregated.
• Where it happened: which venue, or off-market.

Not every transaction is a buy-or-sell decision. Exercising options, receiving shares as pay and pledging shares are all reported but are very different from an open-market purchase. The same logic as in our Form 4 guide applies: separate the signal from the paperwork.

Using it

1. Weight purchases over sales. Sales have many non-informative reasons.
2. Look for clusters. Several managers buying within a short time is stronger than one. See insider cluster buying.
3. Check size relative to the person. A symbolic purchase is not a conviction.
4. Read it with the company's other reports on ESPI.

How it differs from the US: the reporting window is a day longer than the US two business days, the threshold is a yearly total rather than every transaction, and there is no equivalent of the US public database on EDGAR with one standard format. See legal versus illegal insider trading for the wider rules.

Educational content only. Not investment advice.

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