Royal Decree 813/2026: developments in reporting treasury shares and significant shareholdings

Context

On October 8, 2026, Royal Decree 813/2026 (“RD 813/2026”) was published, amending—among other regulations in the finance sector—Royal Decree 1362/2007 (“RD 1362/2007”) on the transparency obligations of issuers of securities admitted to trading on an official secondary market or other regulated markets in the European Union (“EU”).

The reform enters into force on October 28, 2026, and is aligned with the EU’s regulatory simplification strategy to improve the competitiveness of capital markets. It seeks to reduce administrative burdens while maintaining an appropriate level of transparency, aligning the Spanish framework more closely with EU rules, and removing national reporting requirements that duplicate the European transaction reporting regime. 

What has changed?

• Takeover bids (“TOB”): reporting threshold raised from 1% to 3%
  Until now, from the announcement of a TOB until it is settled or withdrawn, shareholders of the target company had to notify the Spanish Securities and Exchange Commission (“CNMV”) of their acquisitions as soon as they reached or exceeded 1% of the voting rights. Significant shareholders who already held 3% or more of the voting rights were also required to report on any transaction that involved a subsequent change in their percentage holding.
  The amended article 30.6 of RD 1362/2007 raises the reporting threshold from 1% to 3%.

• Treasury shares: simplified reporting obligations
  Under the previous regulation, the issuer had to report purchases of its own shares every time they exceeded 1% of the voting rights, added up since the last report—without deducting sales—and each report had to provide details of every transaction (purchases and sales) carried out since then.
  Following the reform, article 40.1 of RD 1362/2007 requires an issuer to notify the CNMV only “when its holding of treasury shares carrying voting rights reaches, exceeds or falls below the 3%, 5% or 10% thresholds, whether through a single transaction or a series of transactions and whether held directly, through a controlled entity or through an intermediary.”
  Additionally, the repeal of article 41(c) of RD 1362/2007 means it is no longer necessary to provide details of each individual purchase or sale leading to the threshold crossing.

• Directors and senior management: updating an outdated regime
  Historically, directors of listed companies had to report to the issuer and the CNMV the voting rights they held following any acquisition or transfer of the issuer’s shares or financial instruments. However, since March 2, 2020, the CNMV has considered this obligation to be met through reporting directors’ transactions under article 19 of the Market Abuse Regulation. In doing so, the CNMV sought to align the reporting obligations of directors of Spanish issuers with EU requirements and prevent duplicate reporting of the same transactions.
  Subsequently, Act 5/2021 removed the specific directors’ regime of the Securities Market Act. Following the reform, RD 813/2026 now aligns RD 1362/2007 with this approach and removes the reporting obligations for directors and senior management set out in articles 25.2, 31, 35.3, 35.9, 36.2 and 47, as well as the first additional provision.

 Conclusion

Following the amendments introduced by RD 813/2026, listed companies should review their internal procedures and regulations to adapt their controls regarding the reporting of treasury shares, as appropriate.

For more information, please contact our Cuatrecasas specialists through the Knowledge and Innovation Group.