Structured products bulletin: First quarter 2026

First Quarter 2026

Geopolitical events have dominated the financial news in recent months. The US/Israel strikes in Iran and the subsequent retaliations have caused substantial uncertainty in the Middle East and led to increased prices for oil and other commodities. Stock markets have fallen from their all-time highs, and share price volatility has rocketed. Concerns over a possible AI bubble persist, though worries around private credit have become even more prominent. The US finally proposed a watered down version of its regulatory capital requirements (called Basel III Endgame) in March 2026, but is currently subject to a comment period.

The EU has continued work on measures to harmonise national requirements, publishing materials on the EU Listing Act. Much work is currently being done on implementing the EU Listing Act changes to the EU Prospectus Regulation (EUPR), some of which came into effect on 5 March 2026 and the main body coming into effect on 5 June 2026. The European Commission (EC) is conducting a targeted consultation and call for evidence on the competitiveness of the EU financial markets, and is running another targeted consultation on private equity exits.

In the UK, the new Public Offers and Admissions to Trading Regulations 2024 (POATRs) and supporting PRM Sourcebook took effect on 19 January 2026, and the transition to the new regime generally went smoothly. A raft of other measures, such as the new Consumer Composite Investments (CCI) regime, commenced on 6 April 2026, the start of the UK financial year. The Euroclear/Clearstream dematerialisation project was finally rolled out on 12 March 2026 for English law governed documents of UK issuers.

We are pleased to set out our first quarter of 2026 update covering legal and regulatory developments affecting structured products below.

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EU

Savings and Investment Union (SIU)

Targeted Consultation and Call for Evidence on Competitiveness

On 11 February 2026, the EC launched both (a) a targeted consultation on the functioning and competitiveness of the EU banking sector and the single market in banking and (b) a call for evidence on how the EU banking sector helps the EU economy become more competitive and identify actions to address competitiveness issues.

• The targeted consultation had a deadline of 11 April 2026. It is aimed at a wide range of stakeholders and financial products, including retail investors and capital markets.
• The call for evidence had a deadline of 11 March 2026 and sought views on the competitiveness of the EU banking sector and its capacity to finance the EU economy, within the context of the SIU, which aims to address national fragmentation and complexity. Feedback is sought on whether the current prudential, supervisory and crisis management frameworks are fit for purpose given evolving market dynamics, digitalisation and global competitive pressures.

Any changes made are likely to affect structured products in some way, though it is too early to tell what they may be.

Targeted Consultation on Private Equity Exits

On 2 March 2026, the EC published a targeted consultation on private equity exits with a deadline of 27 April 2026 for responses. The consultation notes that companies are choosing to stay private for longer, making it more challenging for private equity investors to exit their positions. The EU’s concern is that the lack of liquidity in private equity may drive potential high-growth companies abroad in search of funding, exacerbated by the fragmented EU market. This consultation explores options for better price discovery and improved liquidity of private equity.

Private equity tends not to be a major focus of structured products activity, so the impact of this consultation should not have a major impact on the structured products market as a whole, but it could affect specific transactions and potentially lead to a bigger market for structured products on EU private equity.

Retail investments

ESMA Report on retail investor journey

On 12 March 2026, ESMA published a report on the retail investor journey: understanding retail participation in capital markets. This follows on from its call for evidence conducted in May 2025. The report is very detailed and covers a range of investor issues, though the main action points highlighted are:

• Streamlining disclosure requirements and reducing information overload.
• Reducing complexity in suitability and appropriateness assessments.
• Simplifying MiFID II requirements on sustainability preferences.

These changes are likely to be significant for structured products when they are eventually implemented. For more information, see this Simmons & Simmons briefing.

EU Listing Act

ESMA Statement on Implementation of Prospectus Regulation changes

On 18 March 2026, ESMA published a statement about the implementation of changes to the EU Prospectus Regulation (EUPR). Some of the EUPR changes took effect in December 2024 (e.g. incorporating future financial statements by reference, requiring specific risk factors), but there are three stages for the bulk of the implementation of EUPR changes in 2026: (a) the first stage took effect from 5 March 2026 and is limited to the EU Follow-on prospectuses and EU Growth issuance prospectuses; (b) the second stage takes effect on 5 June 2026 and covers more general changes to the EUPR requirements; and (c) the third change mostly takes effect on 10 July 2026 and covers the prospectus metadata and form.

The statement provides guidance on:

• The application of the transitional provisions in EUPR Art. 48a: the EUPR transitional provisions provide that prospectuses approved until 4 June 2026 remain governed by the previous version of the EUPR until the end of the period of their validity. Since the provision does not explicitly mention registration documents and universal registration documents, ESMA confirms that where these documents are approved or filed before 4 June 2026, they can be used in tripartite prospectuses approved thereafter until the end of the period of their validity (and should be kept up to date via supplements and amendments as required). The EUPR amendments taking effect on 5 June 2026 relate to standardised format, content and sequence requirements (although debt prospectuses would retain flexibility), including new disclosure annexes and ESG disclosure requirements, as well as a provision that financial information need only cover the last financial year rather than the last two).
• Disclosure in view of the delay to the technical standards relating to the format, content and sequence of EU Follow-on prospectuses and EU Growth issuance prospectuses: the legislative provisions for these prospectuses took effect on 5 March 2026. However, the required changes to Commission Delegated Regulation 2019/980 (CDR 2019/980) have not yet come into force (see the next row for details), so in the meantime, ESMA recommends that the provisions of the amended CDR 2019/980 should be applied despite the fact they have not yet entered into force.

These changes may be relevant for particular structured products.

First Stage Implementation – EU Follow-on prospectus and Growth issuance prospectus

On 4 March 2026, the EC adopted a Commission Delegated Regulation amending CDR 2019/980 (note there are separate links for the main text and its annexes, with the latter setting out the new disclosure annexes that will need to be consulted when drafting relevant documents) to set out specific provisions for the EU Follow-on prospectus and Growth issuance prospectus. These changes took effect from 5 March 2026, though note the point in the previous row about the ESMA statement.

The EU Follow-on prospectus is designed to reduce disclosure requirements for already-listed issuers whose securities have been admitted to trading on a regulated market or SME growth market for at least 18 months.

The Growth issuance prospectus replaces the old Growth prospectus provisions, and provides a more streamlined, standardised and shorter prospectus for small and medium sized enterprises (SMEs).

The EU Follow-on prospectus and Growth issuance prospectus can both apply to debt issuances, though are unlikely to be especially relevant for structured products.

Second Stage Implementation – Streamlining and standardising prospectus content

A draft Commission Delegated Regulation amending CDR 2019/980 was published on 11 February 2026 and open for market feedback until 11 March 2026 (note there are separate links for the main text and its annexes, with the latter setting out the new disclosure annexes that will need to be consulted when drafting relevant documents). The market responses and final version have not yet been published. The changes are scheduled to take effect from 5 June 2026, with grandfathering for prospectuses approved before that date until expiry of their validity period.

The main elements of the revisions for non-equity securities include:

• Streamlining prospectus content: for non-equity securities, there is a new single registration document and single securities note replacing the separate provisions and annexes for retail and wholesale non-equity securities, with new streamlined single disclosure annexes (new Annex 7a and 15a as well as Annexes 9 and 19 for ABS), but (unlike the new UK prospectus regime), there is a clear distinction between wholesale and retail requirements within them.
• Standardising the format and sequence of prospectuses: flexibility is still allowed for non-equity securities (and those with similar features such as convertible, exchangeable and derivative securities), with base prospectuses still available to be used for offering programmes. The standardised format and sequence is only required where prospectuses drawn up as separate documents are based solely on the registration document and securities note information. For base prospectuses drawn up as separate documents, the standardised format and sequence applies only for issuer-specific information (in the case of a single issuer), and for base prospectuses drawn up as a single document, the issuer may use the template (in new Annex 16b which is based on the information Annexes 7a and 15a), but retains flexibility over the format.
• New Annex for ESG disclosures: to standardise the information on ESG factors, including in non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives, the information in new Annex 22a must be included (however, the new ESG disclosure requirement will not apply to EU Green Bonds (EuGBs) issued in accordance with the EU Green Bond Regulation).
• Streamlining and standardising scrutiny and approval of prospectuses: removing competent authorities’ ability to apply additional criteria for prospectus scrutiny and require further information (including in relation to the EU Growth Issuance Prospectus and Follow-on Prospectus), setting deadlines for issuers to submit supplementary information or revised draft prospectuses for approval (at least 10 working days) and the maximum overall time (subject to derogations) within which prospectus scrutiny is to be completed (90 working days).

These changes will have a substantial impact on structured product issuances within their remit.

Third Stage Implementation – Prospectus Metadata Classification and Incorporation by Reference

On 23 March 2026, the EC adopted a Commission Delegated Regulation amending CDR 2019/979 (note there are separate links for the main text and its annexes) on prospectus classification and incorporation by reference. These changes take effect on 10 July 2026.

The main changes are:

• Adding the two new prospectus types of EU Follow-On and EU Growth Issuance Prospectuses to the list of prospectus types for which “metadata” must be submitted by competent authorities to ESMA so they can be classified in the Prospectus Register – and also to update the list of metadata required for classifying prospectuses that are EU Green Bonds, sustainable bonds, sustainability-linked bonds or those that benefit from the new exemption for “fungible securities”, and make some general updates to certain metadata that is required (see the Annex for the updated list of metadata required for these issuance types).
• Expanding the scope for incorporating information by reference into a prospectus to specifically allow documents approved by a competent authority or filed with it under the original Prospectus Directive (so as to facilitate issues of securities that are fungible with securities originally issued under the Prospectus Directive), and to allow the incorporation by reference of optional disclosure templates for bonds that are marketed as environmentally sustainable or sustainability-linked under the EU Green Bonds Regulation.

These changes will affect structured products issuances caught by the EUPR.

ESMA Consultation on MAR Guidelines

On 19 February 2026, ESMA published a consultation paper proposing amendments to guidelines under the Market Abuse Regime (MAR) on delaying disclosure of inside information, including provisions of the EU Listing Act. The consultation closes on 29 April 2026.

The changes would provide that the requirement to announce inside information as soon as possible will not apply where the inside information relates to an intermediate step in a protracted process. In such circumstances, an issuer will be required to make an announcement only when the final step in the process is taken. Before the final step is taken, the issuer will not be “delaying” making an announcement, so it will not need to satisfy the conditions for delaying disclosure. This ESMA Consultation Paper proposes a number of changes to its existing Guidelines on delaying disclosure of inside information, including removing the references to legitimate interests that are attached to protracted processes (as they are no longer needed) and making other proposed changes.

These changes should not have a significant impact on structured products issuances, but will need to be borne in mind by arrangers if situations arise that could require delaying disclosure.

Digital assets

ECB Appia Roadmap

The European Central Bank (ECB) has unveiled the Eurosystem’s Appia Roadmap, which sets out a plan to tokenise the entire European wholesale financial ecosystem, leveraging tokenisation and Distributed Ledger Technology (DLT). Comprised of two complementary initiatives (Pontes, the Eurosystem’s DLT solution to be launched in Q3 2026 to enable central bank money settlement for DLT-based transactions, and Appia, the broader and longer-term initiative to tokenise the financial ecosystem by 2028), the Roadmap sets out the objectives of the initiative, the conceptual framework, the proposed approach and high-level principles, the building blocks including asset interoperability, monetary policy, tokenised central bank infrastructures, the cross-border dimension, safety and resilience, and the impact on existing infrastructures. Feedback is invited by 22 April 2026.

Any eventual changes may well be relevant for structured products referencing affected tokenised digital assets as well as structured products that are being tokenised themselves.

Anti-money laundering

AMLA consultations

The Anti-Money Laundering Authority (AMLA) was established in 2024 under Regulation (EU) 2024/1620 establishing the Authority for Anti-Money Laundering and Countering the Financing of Terrorism (AMLAR). AMLA is conducting a number of market consultations under AMLAR and also under Directive (EU) 2024/1640 on the mechanisms to be put in place for the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (AMLD6). The ones that either opened or close in Q1 2026 are:

• Consultation paper dated 16 December 2025 with draft Implementing Technical Standards (ITS) on cooperation within the AML/CFT supervisory system for the purposes of direct supervision under Article 15(3) of AMLAR. This consultation closed 27 January 2026.
• Consultation dated 9 February 2026 on the draft Regulatory Technical Standards (RTS) on pecuniary sanctions, administrative measures and periodic penalty payments. This consultation closed on 9 March 2026.
• Consultation dated 9 February 2026 on the draft RTS on criteria for identifying business relationships, occasional and linked transactions and lower thresholds. This consultation will close on 8 May 2026.
• Consultation dated 9 February 2026 on the draft RTS on customer due diligence. This consultation will close on 8 May 2026.

The outcomes of these market consultations have not yet been published. Several more consultations are expected, as well as some ITS/RTS that will not involve a consultation, and the hard deadline for regulatory and operational compliance is 10 July 2027.

Structured products issuers will need to be aware of the provisions and may need to revise their internal frameworks and models, though the regulatory changes should not otherwise have a significant impact on their business.

Credit risk

EBA invites comments on Credit Risk Discussion Paper

The EBA published a Discussion Paper on simplifying the credit risk framework on 9 February 2026. It invites comments by 10 May 2026. The focus is on developing concrete proposals to enhance the efficiency and simplicity of the credit risk framework within the remit of EBA’s credit risk mandates (at Level 2 and Level 3 of the EU legislation (principally the Capital Requirements Regulation), and in terms of its mandates to report on its assessments of the Level 1 text).

Risk monitoring

ESMA Report on trends, risks and vulnerabilities

On 11 March 2026, ESMA published its latest quarterly report on trends, risk and vulnerabilities. While not specifically addressed at structured products, this will be of interest to investors in them to see where risks and opportunities lie.

UK

UK prospectus regime

New UK public offers regime

As mentioned in the Q4 2025 bulletin, the new UK public offers regime involving the Public Offers and Admissions to Trading Regulations (POATRs) and supporting FCA Handbook Admission to Trading on a Regulated Market (PRM) Sourcebook, along with various other materials, came into effect on 19 January 2026. This bulletin only addresses changes since then.

FCA quarterly consultation 51 (CP26/8)

On 6 March 2026, the FCA announced that is consulting on some minor amendments to various aspects of its rules relating to the new UK public offers regime. The consultation closed on 20 April 2026.

Amongst other things, these include changes to PRM 10.1.9. This sets out the conditions under which a supplement can be used to change the terms and conditions and/or final terms of the securities. This is prohibited unless the securities remain “fungible” with securities that could have been issued prior to the change. There have been interpretative difficulties in the market with regard to the use and meaning of this new term, and the FCA proposes amending the reference so that it reverts to the UKPR language which used the term “manifestly the same”. The FCA is also seeking feedback on whether the provisions of PRM relating to withdrawal rights (for securities bought or subscribed for directly from the issuer or through an intermediary) should be disapplied in the context of offers to fewer than 150 persons, which are exempt from the public offer prohibition.

Retail investments

Changes on 6 April 2026

Several changes described in the Q4 2025 bulletin came into effect on 6 April 2026. These are described here as a reminder, though no significant materials were published about them in Q1 2026. These initiatives include: (a) the new Consumer Composite Investments (CCI) regime, which provides for product summaries instead of key information documents, but has a 14 month optional implementation period up to 8 June 2027; (b) the new targeted support regime, under which advice can be given to broad categories of retail investors; and (c) various changes to the Consumer Duty rules. The UK FCA is responsible for overseeing these initiatives.

Digital assets

FCA cryptoasset regulatory regime website

The FCA first published its roadmap for regulating cryptoasset activities in November 2024, then updated it significantly in December 2025. The FCA is preparing for the regulation of cryptoasset activities from 25 October 2027 (there will be a two-year transition period), and the application period for firms wanting to undertake the new cryptoasset regulated activities will be open between 30 September 2026 and 28 February 2027.

On 8 January 2026, the FCA launched its new webpage on cryptoasset regulation. This webpage draws together various resources to help firms navigate the new UK regulatory regime for Cryptoassets. It specifically refers to the new legislative framework set out in The Financial Services and Markets Act 2000 (Cryptoasset) Regulations 2025, which were laid before Parliament on 15 December 2025 and are awaiting final approval. The FCA outlines the various consultation and discussion papers it has issued relating to the cryptoasset regulatory regime so that all of its material is in one place, and includes an FCA Webinar dated 29 January 2026 to help firms prepare for being authorised for cryptoasset activities.

The FCA also sets out a number of useful webpages to assist with navigating aspects of the new regime: Cryptoasset regulated activities: FSMA and the FCA Handbook; Cryptoassets: Our standards; Cryptoasset firms: Authorisation, supervision and enforcement; Cryptoassets: How the gateway will operate; and Cryptoassets: The transitional provision.

Structured products issuers interested in digital assets will need to be aware of these provisions and take advice where necessary.

FCA cryptoasset regulation – additional materials

Other recent FCA publications relevant for cryptoasset regulation include:

• FCA Direction: Permission application period: the FCA has issued this Direction which clarifies that the application “gateway” for firms seeking permission to carry on the new cryptoasset regulated activities will be open between 30 September 2026 and 28 February 2027.
• FCA Quarterly Consultation 51: FCA CP26/8 includes a chapter which invited comment by 13 April 2026 on proposals to amend the Client Assets sourcebook (CASS) within the FCA Handbook to ensure the CASS client money rules are appropriately aligned with the regime for cryptoassets, particularly in light of the proposed changes to the definition of “designated investment business” and specifically the need to ensure there are no unclear, duplicative or unintended requirements in CASS and that it applies appropriately to cryptoasset activities.
• FCA webpage on cryptoasset firms and financial promotions: The FCA has established this webpage to provide guidance for cryptoasset firms using authorised firms (so-called “s21 approvers”) to approve their financial promotions and explains the situation regarding such use for those cryptoasset firms who apply to the FCA (and for those who do not apply) for authorisation under the new UK cryptoasset regulatory regime.

Specified Authorised Benchmarks Regime (SABR)

Industry response to SABR consultation

On 11 March 2026, ISDA and other industry associations responded to HM Treasury’s Consultation Paper on the proposed Specified Authorised Benchmarks Regime (SABR). SABR would represent a significant departure from the regime currently set out in the assimilated UK Benchmarks Regulation (UK BMR).

The industry associations make the following key points in their response which are expanded on in further detail in the document:

• The associations are supportive of the proposed narrower regime that regulates only those benchmarks that are designated as systemically important (i.e. whose cessation or loss of representativeness could cause significant adverse impacts to UK market integrity and users) under the proposed new Specified Authorised Benchmarks Regime (SABR).
• It is noted that if there is no voluntary opt-in scheme, HM Treasury should consider the impact on firms in scope of the POATRs that have been relying on the UK authorised administrator exemption in the UK BMR to provide relief from the requirement to provide detailed disclosures in their prospectuses.
• The criteria for designating benchmarks that may have an impact on the integrity of the UK financial system should be refined to remove any ambiguity that, if unresolved, could lead to over-The associations do not support designation of administrators, since an administrator provides a large number of benchmarks and so this could be disproportionate to actual risks. Regulation of smaller benchmarks that are predominant in a market should be addressed through benchmark-level designation.
• Fixed “hard stop” deadlines for authorised firms to transition to new benchmarks should be avoided.
• The associations’ members had mixed views about whether a third-country benchmarks regime should be retained.
• It is recommended that HM Treasury retains and adapts LIBOR-style wind-down powers for any benchmark regardless of designation, usage or location; and ensure that legacy use and transition management permissions are clearly defined whenever new-use prohibitions apply.

The changes eventually implemented will affect relevant structured products issuances, though in most cases will reduce the authorisation and scope of disclosures required.

Basel 3.1

Implementation of Basel 3.1: Final rules (PS1/26)

On 20 January 2026, the Prudential Regulation Authority (PRA) published its Policy Statement PS1/26 setting out its final Basel 3.1 rules, along with specific Policy Statements PS2/26, PS3/26 and PS4/26 on certain aspects.

The changes introduce more risk-sensitive standardised approaches for calculating risk weighted assets (RWAs) and introduce minimum floors based on standardised models beyond which internal models cannot reduce further.

These changes are technical and will need to be factored into calculations by some structured products issuers.

FCA work programme

FCA annual work programme 2026/7

On 26 March 2027, the FCA published its annual work programme for 2026/27. This centres on 4 core themes:

• A smarter regulator: improving digital and data capabilities, reducing unnecessary administrative burdens, and using a regulatory model that is proportionate and predictable.
• Supporting growth: increasing the competitiveness of the UK financial services industry and sustaining UK economic growth.
• Helping consumers navigate their financial lives: boosting trust in UK financial services and helping consumers withstand financial shocks as well as saving/investing for later life.
• Fighting financial crime: strengthening methods of detecting and disrupting financial crime, including online, and taking assertive action against people committing market abuse.

For more details, see the Simmons & Simmons client briefing. The proposals are generally pro-business and may make it easier for structured products issuers to get necessary authorisations/permissions while reducing regulatory burdens, though careful analysis will be needed for specific products.

Private credit

FSRC report on private markets

On 9 January 2026, the House of Lords’ Financial Services Regulation Committee (FSRC) published a report “Private Markets: Unknown Unknowns”. This followed the 2025 investigation by the FSRC into the growth of private markets since the 2008 financial crisis. The key points from the report are:

• The Lords accuse the government of “complacency” over the risks to financial stability posed by the rapid growth of private markets (both private credit and private equity).
• Noting the collapse of First Brands and Tricolor in the US, the Report notes that this has increased regulatory scrutiny of risks in private markets. However, the Bank of England does not have all the information it needs to fully assess the scale of, and the implications that arise from, the interconnections between the banking system and private credit.
• Considering the role of securitisation, it is noted that private credit funds are increasingly using securitisation for funding, and while the role of private credit in taking exposures that are less suited to the banking system (thus keeping excessive risk out of the banking system) is helpful, the Report flags risks in the increasing use of collateralised loan obligations (CLO) and investments in significant risk transfer (SRT) transactions by private credit entities. The Report states that “banks are increasingly relying on an originate-to-distribute model of lending in which private credit plays a significant role”, and goes on to recommend that the Bank of England and PRA pay close attention to developments in the CLO and SRT markets in particular.
• The Bank of England’s “system-wide exploratory scenario” involving private markets, is intended to examine more closely how the private markets ecosystem operates under stress, and a report will be published in early 2027.

The Report concludes that there is insufficient data to determine whether private markets are systemic, and there are too many unknowns to determine whether private markets pose a risk to UK financial stability. However, private markets are “systemically relevant” given their interconnectedness to other parts of the financial systems including banking, and this may be drawn out by the Bank of England’s work during 2026 to effectively stress test the system.

Bank of England response

On 6 March 2026, the Bank of England responded saying it welcomed the report and opportunity to discuss its work on private markets. It said that receiving appropriate data, proportionate to the risks, is essential for it to deliver its mandate. It agreed with the FSRC that concerns over structural frictions in small and medium sized enterprises (SMEs) are longstanding and exacerbated by the decline in relationship banking. Other detailed responses were given and not reproduced here.

HM Treasury response

On 9 March 2026, the HM Treasury response forcibly rejected any notion that it is passive in the face of the risks identified in the FSRC report. It agrees that the growth of private markets has brought opportunities by supporting innovation and diversifying funding sources, but note that it brings risks to financial stability.

Next steps

These discussions will undoubtedly lead to regulatory changes in due course, though it is too early to tell exactly what. For structured products issuances, no changes are needed imminently except to note that there may be future changes affecting relevant products.

Trade association updates

Eurobond dematerialisation project

Launch of ICSD dematerialised bond structure

On 16 March 2026, the two International Central Securities Depositaries (ICSDs), Euroclear and Clearstream, announced the launch of their new Dematerialised Notes Structure. This is an alternative structure for issuing debt securities governed by English law entirely in dematerialised form (i.e. no global note or global certificate), and is initially aimed at UK issuers or supranationals.

The idea is that this will act as the foundation for the digitisation of the Eurobond market, and will introduce greater efficiency, streamline issuance timescales and reduce risk, as well as better align with ESG-related goals. Dematerialised securities would be issued in “claim” form which is a separate category of securities distinguishable from traditional registered securities and bearer securities under English law, and since they would only exist as book-entry records (created under a deed) their use would eliminate the need for physical global notes/certificates to be executed and stored, and for registers to be created and maintained by or on behalf of issuers.

The first phase of the initiative extends to English-law governed Medium Term Notes, Commercial Paper, Certificates of Deposit, Convertible Bonds and Equity-Linked Notes (with CP and CDs to be supported fully once the European pre-issuance messaging system (EPIM) has been updated), issued by UK issuers (incorporated in England & Wales, Scotland or Northern Ireland), or a supranational issuer where it does not have a jurisdiction of incorporation. The ICSDs envisage it will be rolled-out across more jurisdictions, markets and instrument types in future.

Resources available include:

• Euroclear’s webpage on the Dematerialised Notes Structure, including: background information; a Market Memorandum providing an overview of the structure and relevant legal and tax issues; and a Legal Pack, which identifies certain provisions that will need to be included in new issue documentation – both standalone and programme issuance – to ensure existing programmes or new standalone issuances can be adapted using suggested provisions in the required legal documents – including changes to terms and conditions, trust deed/deed of covenant, agency agreement (where no trustee is used), ICMA standard Final Terms (including Pricing Supplements), subscription agreement, offering document, closing documents and form of Issuer-ICDS Agreement), a set of Frequently Asked Questions, and Functional Specifications (which describe necessary changes to issuance processes, the respective roles of the Common Record Keeper (CRK) and Common Service Provider (CSP), and provide an overview of the new issuance process for dematerialised notes.

• A set of Webinar Slides presented at a Euroclear webinar on 10 March describing (at a high-level) the Eurobond dematerialisation project and pointing to the various resources produced jointly by Euroclear/Clearstream (including the key resources noted above) to assist market participants seeking to issue dematerialised notes, are available, and can be accessed alongside a recording of the webinar.

UK structured products issuers should consider whether to use this new structure for future issues. Non-UK structured products issuers should consider the benefits and legal issues in preparation for a possible switch in future.

Credit derivatives governance committee

Credit derivatives governance committee meeting

On 12 February 2026, the new Credit Derivatives Governance Committee (GC) resolved to update its Charter to (a) increase the number of potential non-dealer members from 5 to 7 and (b) state that any GC decisions can be made in written or electronic format if unanimous. These are not particularly significant changes, but may need to be mentioned in some structured products disclosures.

New SRO list

A more important development is the publication of the first new SRO List under the revised SRO Rules that were published on 12 December 2025 (available on the S&P Global RED for CDS webpage). The updated SRO Rules make it easier to select new SROs. Previously, there were only 6 current SROs, with the other obligations on the list being Prior Reference Obligations. For the 20 March 2026 iTraxx index roll, there are now 155 current SROs, all the new ones in the EMEA region.

These changes should apply automatically to most affected structured products, but may require additional disclosure or checking that the SRO is the appropriate Reference Obligation for the transaction.

S&P Global

New CDX Financials Index

S&P Global acquired IHS Market in February 2022, including all rights to the iTraxx and CDX indices. On 4 March 2026, S&P Dow Jones Indices announced the launch of the new CDX Financials index on 13 April 2026.

This new CDX Financials index was originally slated to be launched in 2024, but the presence of the global systemically important banks (G-SIBs) in the proposed index at the time caused issues for those G-SIBs in trading the index. Instead, there are now private credit names in the index. The index methodology states that the CDX Financials index comprises 25 North American financial entities, covering banking, insurance, real estate investment trusts and business development companies.

Structured products issuers may wish to consider issuing securities linked to this new CDX Financials index.

ISDA/EMTA

2026 FX definitions

ISDA and EMTA jointly published the 2026 FX Definitions on 3 March 2026, with details and documents available on the ISDA FX Definitions Update InfoHub webpage. They replace the old 1998 ISDA FX and Currency Options Definitions and consolidate the FX currency pairs definitions defined by EMTA in various documents. They will apply from 22 November 2027 for prospective transactions, but no protocol is planned for existing transactions according to the 2026 FX Definitions Industry Implementation Roadmap.

The revised 2026 FX Definitions incorporate revisions to disruption events and fallbacks for deliverable transactions, incorporate EMTA template terms and market practices for non-deliverable FX transactions, contain provisions for calendar adjustment events and align the calculation agent standards with those in the 2021 ISDA Interest Rate Derivatives Definitions. They also consolidate changes made to the FX Definitions by way of supplements and other provisions published by ISDA and the EMTA since 1998 into a consolidated document and eliminate the need for master confirmation agreements.

These definitions will affect structured products referencing FX currency pairs entered into from 22 November 2027. In addition, market participants should consider whether they should amend existing trades under old ISDA or EMTA definitions to match the new definitions, particularly for back-to-back hedges.

ICMA

New UK selling restrictions and legends

On 13 March 2026, ICMA circulated a revised draft of the UK selling restrictions to the working group (Appendix A13b to the ICMA Handbook), which makes some adjustments to the POATRs/PRM wording issued previously in conjunction with amendments to reflect the new POATRs and adds in Consumer Composite Investments (CCI) provisions. Those revised UK selling restrictions are available along with the draft changes to the UK final terms (Parts I, VIII, IX and X of Appendix A8 to the ICMA Handbook) are shown on the password protected ICMA website. ICMA still shows these amendments as pending on its pending amendments page.

The changes for POATRs/PRM were described in the last bulletin for Q4 2025, but note there is a slight change to amend the definition of “retail investor” to remove the “neither/nor” language and replace it with simpler language defining a retail investor as “either one (or both) of the following: not a professional client… and not a qualified investor…” to reflect the remote possibility that a person could fall under both limbs.

The UK CCI changes are broad enough to be included in offer documents even if the issuer chooses to stick with UK PRIIPs key information documents rather than switch to UK CCI product supplements during the optional period that runs up to 8 June 2027.

The ICMA Handbook will be officially updated in due course. Structured products issuers should ensure that the appropriate wording is included before then.

AFME

DLT-Based Capital Market Report 2025

On 24 February 2026, AFME published its DLT-Based Capital Market Report for FY 2025. This report provides a comprehensive overview of the evolving DLT landscape in terms of the size and growth of the global DLT wholesale market in specific areas. Providing detailed statistics and comprehensive market data, the information and analysis covers the primary DLT-based fixed income market, the growth of stablecoins, DLT-based repo transactions, and the use of tokenisation in capital markets activities during 2025 to provide a comprehensive picture of activity across the world.

For further information on any of the topics covered in this Bulletin, please contact the authors, or your usual Simmons & Simmons structured products contact.