Provisional text

JUDGMENT OF THE COURT (Fourth Chamber)

16 April 2026 (*)

( Reference for a preliminary ruling – Approximation of laws – Single market for financial services – Regulation (EU) No 596/2014 – Market abuse – Insider dealing – Article 7(1)(a) – Concept of ‘inside information’ – Criteria – Public information – Article 17 – Public disclosure of inside information by an issuer – Decision of a contracting authority not to award a public contract to a tenderer – Early sale of shares of that tenderer – Implementing Regulation (EU) 2016/1055 – Article 2 – Means for public disclosure of inside information )

In Case C‑229/24 [Brännelius], (i)

REQUEST for a preliminary ruling under Article 267 TFEU from the Högsta domstolen (Supreme Court, Sweden), made by decision of 21 March 2024, received at the Court on 26 March 2024, in the proceedings

TK,

OP

v

Riksåklagaren,

THE COURT (Fourth Chamber),

composed of I. Jarukaitis, President of the Chamber, M. Condinanzi (Rapporteur) and N. Jääskinen, Judges,

Advocate General: J. Kokott,

Registrar: C. Strömholm, Administrator,

having regard to the written procedure and further to the hearing on 3 April 2025,

after considering the observations submitted on behalf of:

–        TK, by C.-J. Allansson and M. Schmauch, advokater,

–        OP, by C. Cedermark and M. Schmauch, advokater,

–        the Greek Government, by V. Baroutas and K. Boskovits, acting as Agents,

–        the Polish Government, by B. Majczyna and D. Lutostańska, acting as Agents,

–        the Norwegian Government, by F. Bergsjø, acting as Agent, and D.M. Myr, acting as Agents,

–        the European Commission, by C. Auvret and C. Faroghi and M. Wasmeier, acting as Agents,

after hearing the Opinion of the Advocate General at the sitting on 10 July 2025,

gives the following

Judgment

1        The request for a preliminary ruling concerns the interpretation of Article 7(1)(a) and Article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ 2014 L 173, p. 1).

2        The request has been made in the context of criminal proceedings brought against TK and OP for insider dealing.

 Legal framework

 European Union law

 Regulation No 596/2014

3        Recitals 2, 23, 24 and 49 of Regulation No 596/2014 state:

‘(2)      An integrated, efficient and transparent financial market requires market integrity. The smooth functioning of securities markets and public confidence in markets are prerequisites for economic growth and wealth. Market abuse harms the integrity of financial markets and public confidence in securities and derivatives.

…

(23)      The essential characteristic of insider dealing consists in an unfair advantage being obtained from inside information to the detriment of third parties who are unaware of such information and, consequently, the undermining of the integrity of financial markets and investor confidence. Consequently, the prohibition against insider dealing should apply where a person who is in possession of inside information takes unfair advantage of the benefit gained from that information by entering into market transactions in accordance with that information by acquiring or disposing of, by attempting to acquire or dispose of, by cancelling or amending, or by attempting to cancel or amend, an order to acquire or dispose of, for his own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates. …

(24)      Where a legal or natural person in possession of inside information acquires or disposes of, or attempts to acquire or dispose of, for his own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates, it should be implied that that person has used that information. That presumption is without prejudice to the rights of the defence. The question whether a person has infringed the prohibition on insider dealing or has attempted to commit insider dealing should be analysed in the light of the purpose of this Regulation, which is to protect the integrity of the financial market and to enhance investor confidence, which is based, in turn, on the assurance that investors will be placed on an equal footing and protected from the misuse of inside information.

…

(49)      The public disclosure of inside information by an issuer is essential to avoid insider dealing and ensure that investors are not misled. Issuers should therefore be required to inform the public as soon as possible of inside information. However that obligation may, under special circumstances, prejudice the legitimate interests of the issuer. In such circumstances, delayed disclosure should be permitted provided that the delay would not be likely to mislead the public and the issuer is able to ensure the confidentiality of the information. The issuer is only under an obligation to disclose inside information if it has requested or approved admission of the financial instrument to trading.’

4        Article 1 of that regulation provides as follows:

‘This Regulation establishes a common regulatory framework on insider dealing, the unlawful disclosure of inside information and market manipulation (market abuse) as well as measures to prevent market abuse to ensure the integrity of financial markets in the Union and to enhance investor protection and confidence in those markets.’

5        Article 7 of that regulation, entitled ‘Inside information’, provides, in paragraphs 1 and 4 thereof:

‘1.      For the purposes of this Regulation, inside information shall comprise the following types of information:

(a)      information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments;

…

4.      For the purposes of paragraph 1, information which, if it were made public, would be likely to have a significant effect on the prices of financial instruments, derivative financial instruments, related spot commodity contracts, or auctioned products based on emission allowances shall mean information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

…’

6        Article 8 of that same regulation, entitled ‘Insider dealing’, provides as follows:

‘1.      For the purposes of this Regulation, insider dealing arises where a person possesses inside information and uses that information by acquiring or disposing of, for its own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates. The use of inside information by cancelling or amending an order concerning a financial instrument to which the information relates where the order was placed before the person concerned possessed the inside information, shall also be considered to be insider dealing. …

2.      For the purposes of this Regulation, recommending that another person engage in insider dealing, or inducing another person to engage in insider dealing, arises where the person possesses inside information and:

(a)      recommends, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or induces that person to make such an acquisition or disposal, or

(b)      recommends, on the basis of that information, that another person cancel or amend an order concerning a financial instrument to which that information relates, or induces that person to make such a cancellation or amendment.

3.      The use of the recommendations or inducements referred to in paragraph 2 amounts to insider dealing within the meaning of this Article where the person using the recommendation or inducement knows or ought to know that it is based upon inside information.

4.      This Article applies to any person who possesses inside information as a result of:

(a)      being a member of the administrative, management or supervisory bodies of the issuer or emission allowance market participant;

(b)      having a holding in the capital of the issuer …;

(c)      having access to the information through the exercise of an employment, profession or duties; …

…

This Article also applies to any person who possesses inside information under circumstances other than those referred to in the first subparagraph where that person knows or ought to know that it is inside information.

…’

7        Article 14 of that regulation, entitled ‘Prohibition of insider dealing and of unlawful disclosure of inside information’, provides as follows:

‘A person shall not:

(a)      engage or attempt to engage in insider dealing;

(b)      recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or

(c)      unlawfully disclose inside information.’

8        Chapter 3, entitled ‘Disclosure requirements’, contains Article 17 thereof, entitled ‘Public disclosure of inside information’, which is worded as follows:

‘1.      An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer.

The issuer shall ensure that the inside information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public and, where applicable, in the officially appointed mechanism referred to in Article 21 of Directive 2004/109/EC of the European Parliament and the Council [of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ 2004 L 390, p. 38)]. The issuer shall not combine the disclosure of inside information to the public with the marketing of its activities. The issuer shall post and maintain on its website for a period of at least five years, all inside information it is required to disclose publicly.

…

4.      An issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met:

(a)      immediate disclosure is likely to prejudice the legitimate interests of the issuer or emission allowance market participant;

(b)      delay of disclosure is not likely to mislead the public;

(c)      the issuer or emission allowance market participant is able to ensure the confidentiality of that information.

…

Where an issuer or emission allowance market participant has delayed the disclosure of inside information under this paragraph, it shall inform the competent authority specified under paragraph 3 that disclosure of the information was delayed and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the information is disclosed to the public. Alternatively, Member States may provide that a record of such an explanation is to be provided only upon the request of the competent authority specified under paragraph 3.

5.      An issuer that is a credit institution or a financial institution or an issuer that is a parent undertaking of such an institution, may, on its own responsibility, delay the public disclosure of inside information, including information which is related to a temporary liquidity problem and, in particular, the need to receive temporary liquidity assistance from a central bank or lender of last resort, provided that all of the following conditions are met:

(a)      the disclosure of the inside information entails a risk of undermining the financial stability of the issuer and of the financial system;

(b)      it is in the public interest to delay the disclosure;

(c)      the confidentiality of that information can be ensured; and

(d)      the competent authority specified under paragraph 3 has consented to the delay on the basis that the conditions in points (a), (b) and (c) are met.

…

7.      Where disclosure of inside information has been delayed in accordance with paragraph 4 or 5 and the confidentiality of that inside information is no longer ensured, the issuer or the emission allowance market participant shall disclose that inside information to the public as soon as possible.

This paragraph includes situations where a rumour explicitly relates to inside information the disclosure of which has been delayed in accordance with paragraph 4 or 5, where that rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.

…

9.      Inside information relating to issuers whose financial instruments are admitted to trading on [a] [small and medium-sized enterprises (SME)] growth market, may be posted on the trading venue’s website instead of on the website of the issuer where the trading venue chooses to provide this facility for issuers on that market.

…’

 Directive 2014/57/EU

9        Article 3 of Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive) (OJ 2014 L 173, p. 179), entitled ‘Insider dealing, recommending or inducing another person to engage in insider dealing’, provides as follows:

‘1.      Member States shall take the necessary measures to ensure that insider dealing, recommending or inducing another person to engage in insider dealing as referred to in paragraphs 2 to 8, constitute criminal offences at least in serious cases and when committed intentionally.

2.      For the purposes of this Directive, insider dealing arises where a person possesses inside information and uses that information by acquiring or disposing of, for its own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates.

3.      This Article applies to any person who possesses inside information as a result of:

(a)      being a member of the administrative, management or supervisory bodies of the issuer or emission allowance market participant;

(b)      having a holding in the capital of the issuer or emission allowance market participant;

(c)      having access to the information through the exercise of an employment, profession or duties; …

…

This Article also applies to any person who has obtained inside information under circumstances other than those referred to in the first subparagraph where that person knows that it is inside information.

…

6.      For the purposes of this Directive, recommending that another person engage in insider dealing, or inducing another person to engage in insider dealing, arises where the person possesses inside information and:

(a)      recommends, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or induces that person to make such an acquisition or disposal; or

(b)      recommends, on the basis of that information, that another person cancel or amend an order concerning a financial instrument to which that information relates, or induces that person to make such a cancellation or amendment.

…’

 Implementing Regulation (EU) 2016/1055

10      Recital 1 of Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council (OJ 2016 L 173, p. 47) states the following:

‘The protection of investors requires effective and timely public disclosure of inside information by issuers and emission allowance market participants. In order to guarantee at Union level equal access of investors to inside information, the inside information should be publicly disclosed free of charge, simultaneously and as fast as possible amongst all categories of investors throughout the Union and it should be communicated to the media which ensure an effective dissemination to the public.’

11      Article 2 of that regulation, entitled ‘Means for public disclosure of inside information’, is worded as follows:

‘1.      Issuers and emission allowance market participants shall disclose inside information using technical means that ensure:

(a)      inside information is disseminated:

(i)      to as wide a public as possible on a non-discriminatory basis;

(ii)      free of charge;

(iii)      simultaneously throughout the Union;

(b)      inside information is communicated, directly or through a third party, to the media which are reasonably relied upon by the public to ensure its effective dissemination. That communication shall be transmitted using electronic means that ensure that the completeness, integrity and confidentiality of the information is maintained during the transmission, and it shall clearly identify:

(i)      that the information communicated is inside information;

(ii)      the identity of the issuer or emissions allowance market participant: full legal name;

(iii)      the identity of the person making the notification: name, surname, position within the issuer or emission allowance market participant;

(iv)      the subject matter of the inside information;

(v)      the date and time of the communication to the media.

Issuers and emission allowance market participants shall ensure the completeness, integrity and confidentiality by remedying any failure or disruption in the communication of inside information without delay.

…’

 Swedish law

 The Law on the proceedings of administrative courts (1949:105)

12      Paragraph 1 of Chapter 2 of the tryckfrihetsförordningen (1949:105) (Law on freedom of the press (1949:105)) (SFS 1949, No 105), in the version applicable to the dispute in the main proceedings, provides:

‘Everyone shall be entitled to have free access to public documents, in order to encourage the free exchange of opinion, the availability of comprehensive information and freedom of artistic creation.’

13      Paragraph 4 of Chapter 2 of that law provides:

‘A document is public if it is held by a public authority, and if it can be deemed under Article 9 or Article 10 to have been received or drawn up by such an authority.’

14      Paragraph 15 of Chapter 2 of that law provides:

‘Whosoever requests a public document likely to be disclosed must have access in situ to the document immediately or as soon as possible in such a way that it can be read, listened to or otherwise received. A document may also be transcribed, put into image form or used for sound transmission. If it is not possible to provide a document without disclosing part of the document which must not be made public, those parts of the document which can be disclosed must be made available to the requesting party in a transcription or copy.

…’

 The Law on sanctions in case of market abuse on the securities market (2016:1307)

15      The lag om straff för marknadsmissbruk på värdepappersmarknaden (2016:1307) (Law on sanctions in case of market abuse on the securities market (2016:1307)) (SFS 2016, No 1307), in the version thereof applicable to the dispute in the main proceedings, transposes Directive 2014/57 into Swedish law.

16      Paragraph 4 of Chapter 1 of that law provides:

‘For the purposes of the present Law, the following definitions shall apply:

…

inside information: the information specified in Paragraph 7 of Regulation [No 596/2014],

…’

17      Point 1 of the first subparagraph of Paragraph 1(1) of Chapter 2 of that law provides that:

‘Any person who

1.      holds inside information and makes use of it by acquiring or disposing of, on the securities markets, for his or her own account or for the account of a third party, financial instruments to which such information relates, or who amends or cancels an order concerning such financial instruments, shall be guilty of insider dealing,

[…].

The offence shall be punishable by a period of imprisonment of no more than two years.

In the event of an aggravated offence, the person shall be sentenced for aggravated insider dealing, punishable by a period of imprisonment of six months to six years.

…’

 The dispute in the main proceedings and the questions referred for a preliminary ruling

18      The order for reference states that, in the spring of 2018, Umeå kommunföretag AB (‘the municipal undertaking’), a public limited company governed by Swedish law which the Umeå kommun (Municipality of Umeå, Sweden) has the legal power to direct, launched a call for tenders for the purchase of electric buses and charging stations.

19      Two companies submitted bids, one of which was Hybricon Bus Systems AB (‘Hybricon’), a public limited company governed by Swedish law. Three other companies had expressed an interest in participating in the contract concerned but were not admitted to submit their bids.

20      By a decision of 14 May 2018 adopted by the municipal undertaking, the contract was awarded not to Hybricon but to the other tenderer. By an email sent by the municipal undertaking at 14:34 on the same day, the 5 interested companies and 22 other persons who had expressed interest in following the procedure without participating were informed of the outcome of the call for tenders.

21      That email was received at Hybricon by an operating officer who had the main responsibility for contacts with the municipal undertaking in connection with the public contract in question. Shortly thereafter, that person sent a message to OP recommending that he sell his shares in Hybricon. OP, in turn, passed the same recommendation on to TK, who also owned shares in the company.

22      Thus, at 14:37 on 14 May 2018, TK placed an order on the Swedish stock exchange to sell 73 000 shares in Hybricon. A few minutes later, at 14:40, OP also sold 31 000 shares in that company.

23      A Hybricon press release announcing that it had been unsuccessful in the tendering procedure in question was issued at 15:22 on the same day on its website. The publication of that information caused Hybricon’s share price to fall sharply. OP and TK, for their part, had limited their losses following the sale of the shares they held in that company.

24      As a result of those transactions, OP and TK were prosecuted for insider dealing, prohibited under the Law on sanctions in case of market abuse on the securities market, and they were convicted of non-minor insider dealing by the tingsrätt (District Court, Sweden) and given a suspended custodial sentence, and were sentenced to community service. The amounts of 51 508 kroner (SEK) (approximately EUR 4 830) and SEK 146 536 (approximately EUR 13 741) were confiscated from the assets of OP and TK respectively. According to that court, the message that Hybricon had been unsuccessful in the tendering procedure constituted ‘inside information’ in view of its precise nature relating directly to that company and was likely to affect its share prices. That court considered that that information could not be considered to have been made public before Hybricon’s press release, as referred to in the preceding paragraph, had been issued.

25      Hearing the case on appeal, the Svea hovrätt (Svea Court of Appeal, Stockholm, Sweden) upheld the assessment of the tingsrätt (District Court) and altered only the sentence handed down by that court by imposing on OP and TK a suspended sentence in conjunction with 150 day-fines instead of a sentence of community service.

26      OP and TK lodged an appeal before the Högsta domstolen (Supreme Court, Sweden) against the appeal judgment handed down by the Svea hovrätt (Svea Court of Appeal, Stockholm). By their appeals, they request their acquittal, arguing that the information relating to the non-award of the contract in question to Hybricon ceased to be inside information owing to the sending of the decision to award the contract by its author – in the present case, the municipal undertaking – to the recipients concerned. In their view, that information had become a public document not covered by confidentiality on account of the fact that, under Swedish law, it was publicly accessible at the request of any interested party.

27      By contrast, the Riksåklagaren (Prosecutor General, Sweden) concluded that the decision of the Svea hovrätt (Svea Court of Appeal, Stockholm) ought to be upheld. The Prosecutor General took the view that, even if the decision to award the contract became a public document from the moment it was sent to the recipients concerned, that decision could nevertheless be covered by confidentiality under the national legislation and constituted ‘inside information’ until Hybricon issued its press release.

28      The Högsta domstolen (Supreme Court) granted the appellants leave to appeal. According to that court, since the information contained in the decision to award the contract constituted ‘inside information’ until Hybricon issued its press release, the courts of first instance and appeal held that the sending of that decision by the municipal undertaking to the recipients concerned did not have the effect of making the information public, with the result that it did not cease to be regarded as ‘inside information’ within the meaning of Regulation No 596/2014.

29      Thus, the main question before the referring court consists in determining at what point in time the information contained in the decision to award the contract must be regarded as having been made public and, therefore, as no longer constituting ‘inside information’ within the meaning of Article 7(1)(a) of Regulation No 596/2014.

30      According to that court, it cannot be inferred from that provision that all information which has not been disclosed publicly in the manner prescribed by Article 17 of that regulation must be considered not to have been made public. In particular, according to the statements of the European Securities and Markets Authority (ESMA), inside information can be made public by means other than public disclosure within the meaning of that Article 17, including by the effect of measures taken by third parties. Moreover, the Court has not yet provided guidance as to the requirements that must be met for information no longer to be considered ‘inside information’.

31      In those circumstances, the Högsta domstolen (Supreme Court) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:

‘(1)      Is it necessary for public disclosure to have taken place in the manner referred to in Article 17 of [Regulation No 596/2014] in order for information to be considered to have been made public in accordance with Article 7(1)(a) of [that] regulation?

(2)      If public disclosure can take place in another manner, what circumstances should be taken into account in determining whether information should be considered to have been made public within the meaning of Article 7(1)(a) of [that] regulation?’

 Consideration of the questions referred

 The first question

32      By its first question, the referring court asks, in essence, whether Article 7(1)(a) of Regulation No 596/2014 must be interpreted as meaning that, in order for information to be considered to have been made public and thereby to have ceased being ‘inside information’ within the meaning of that provision, it is necessary for public disclosure to have taken place in the manner referred to in Article 17 of that regulation.

33      As held by the Court previously, the definition of ‘inside information’ under Article 7(1)(a) of Regulation No 596/2014 comprises four essential elements. First, the information must be of a precise nature. Secondly, the information must not have been made public. Thirdly, it must relate, directly or indirectly, to one or more financial instruments or their issuers. Fourthly, it must be information which, if it were made public, would be likely to have a significant effect on the prices of the financial instruments concerned or on the price of related derivative financial instruments (judgments of 11 March 2015, Lafonta, C‑628/13, EU:C:2015:162, paragraph 24; of 15 March 2022, Autorité des marchés financiers, C‑302/20, EU:C:2022:190, paragraph 33; and of 19 March 2026, Finansinspektionen, C‑363/24, EU:C:2026:215, paragraph 29).

34      In the present case, the referring court seeks guidance as to the second element of that concept in order to determine whether, in the main proceedings, a decision to award a contract, communicated by a Swedish municipal undertaking to five recipient companies, including the company that was awarded the contract in question and the unsuccessful tenderer, in the present case Hybricon, as well as other recipients specifically identified as having expressed an interest in following that procedure, must be regarded as having been made public and, therefore, as having ceased to be ‘inside information’ within the meaning of Article 7(1)(a) of Regulation No 596/2014 before the issuance of a press release by the latter company concerning the non-award of that contract.

35      In particular, that court seeks to ascertain, in essence, whether, before the issuance of that press release, TK and OP, two shareholders of the unsuccessful tenderer for the contract in question who received that information through an officer of that company, may be prosecuted for insider dealing within the meaning of Article 8 of that regulation. After receiving that information, TK and OP placed an order to sell shares they held in Hybricon, thereby limiting their losses before the drop in the prices of those shares following the issuance of that press release.

36      It is in that context, and independently of the question whether the other conditions referred to in paragraph 33 in the present judgment are also met, that the Court is called on to provide a useful response to the referring court.

37      In that regard, it should be noted that Article 7(1)(a) of Regulation No 596/2014 defines the concept of ‘inside information’ and includes, among the required conditions, that the information ‘has not been made public’. It follows that information that has been made public, inasmuch as it has been disseminated or disclosed to the public, can no longer be categorised as ‘inside information’ within the meaning of that provision.

38      Not all disseminations or disclosures to the public of inside information per se cause it to no longer qualify as ‘inside information’. To that end, it is, inter alia, necessary that such a dissemination or disclosure take place in accordance with a given manner and criteria and that it make it possible to reach, in a non-discriminatory manner, as many investors and other operators on the markets concerned as possible.

39      However, Article 7 of Regulation No 596/2014 does not specify the manner in which information must be made public in such a way as to cause it to no longer qualify as ‘inside information’; nor does it refer to other provisions of that regulation or leave it for the Member States to define the substance of that concept, with the result that it must be considered to be an autonomous concept under EU law.

40      As previously held by the Court, it follows from the need for uniform application of EU law and from the principle of equality that the terms of a provision of EU law which makes no express reference to the law of the Member States for the purpose of determining its meaning and scope must normally be given an autonomous and uniform interpretation throughout the European Union, irrespective of the terms used in the Member States, having regard to the wording of the provision in question, its context and the objectives pursued by the legislation of which it forms part (see, to that effect, judgments of 9 September 2021, Bundesamt für Fremdenwesen und Asyl (Subsequent application for international protection), C‑18/20, EU:C:2021:710, paragraph 32, and of 30 November 2021, LR Ģenerālprokuratūra, C‑3/20, EU:C:2021:969, paragraph 79).

41      In the absence of any guidance in the wording of Article 7(1) of Regulation No 596/2014 as to the manner in which information must be made public so as to no longer qualify as ‘inside information’ within the meaning of that provision, and in the absence of any reference to other provisions of that regulation or to the discretion left to the Member States for defining the substance of that concept, account should be taken of the context of which Article 7 of that regulation forms part, in particular Article 17 thereof. As evidenced by its title, Article 17, which is part of Chapter 3 of Regulation No 596/2014 covering disclosure requirements, governs the disclosure of inside information.

42      It is apparent from Article 17 of Regulation No 596/2014 that the EU legislature intended to confer a key role on the issuer in the public disclosure of inside information, by imposing specific requirements as to the manner and criteria governing how disclosure is to take place.

43      In particular, under the first subparagraph of Article 17(1) of that regulation, an issuer is to inform the public ‘as soon as possible’ of inside information which directly concerns that issuer.

44      As stated in recital 49 of that regulation, the public disclosure of inside information by an issuer is essential to avoid insider dealing and ensure that investors are not misled. Issuers are therefore required to inform the public as soon as possible of inside information in their possession.

45      Moreover, under the second subparagraph of Article 17(1) of that regulation, the issuer is to ensure that the inside information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public and, where applicable, in the officially appointed mechanism referred to in Article 21 of Directive 2004/109.

46      It follows that, under Article 17(1) of Regulation No 596/2014, the public disclosure of inside information must take place as quickly as possible and without undue delay and, moreover, must comply with specific reliability requirements and be accessible easily and in a complete and non-discriminatory manner, by all investors and other operators on the markets concerned.

47      As regards, in the first place, the requirement of swiftness in the dissemination of such information, the importance of prompt disclosure by the issuer or an emission allowance market participant is confirmed by, inter alia, Article 17(4) and (5). Under those provisions, it is only in exceptional circumstances and subject to compliance with strict conditions – which must be met cumulatively and which are listed in those provisions – that the public disclosure of inside information may be delayed in order to preserve the stability of the financial system.

48      Under Article 17(4) Regulation No 596/2014, that is the case, inter alia, where, first, immediate disclosure is likely to prejudice the legitimate interests of the issuer or emission allowance market participant; secondly, delay of disclosure is not likely to mislead the public; and, thirdly, the issuer or emission allowance market participant is able to ensure the confidentiality of that information.

49      As provided for by the third subparagraph of Article 17(4) of that regulation, where an issuer or emission allowance market participant has delayed the disclosure of inside information under that paragraph, it is to inform the competent authority immediately that disclosure thereof was delayed and is to provide a written explanation of how the conditions set out in the preceding paragraph were met, immediately after the information is disclosed to the public.

50      Moreover, under Article 17(7) of that regulation, where the confidentiality of that inside information is no longer ensured, the issuer or the emission allowance market participant is to disclose that inside information to the public as soon as possible. It is thus apparent from that provision that, where the primordial requirement of confidentiality of the inside information can no longer be ensured, such public disclosure must take place promptly and without undue delay.

51      In the second place, as regards the requirements of reliability and easy and complete access to inside information by all investors and other market operators concerned, it should be borne in mind that the objective of Regulation No 596/2014, as is apparent from recitals 2 and 24 and Article 1 thereof, is to protect the integrity of EU financial markets and to enhance investor confidence in those markets, a confidence which depends, inter alia, on investors being placed on an equal footing and being protected against the improper use of inside information. The purpose of the prohibition against insider dealing and the unlawful disclosure of inside information, laid down in Article 14 of that regulation, is to ensure equality between investors participating in stock-market transactions by preventing one of them who possesses inside information and who is, therefore, as stated in recital 23 of that regulation, in an advantageous position vis-à-vis other investors, from profiting from that information, to the detriment of those who are unaware of it (judgment of 19 March 2026, Finansinspektionen, C‑363/24, EU:C:2026:215, paragraph 40 and the case-law cited).

52      The Court finds that the issuer of a financial instrument, by virtue of his or her very position, which necessarily implies direct knowledge of the advantages and risks associated with the financial instrument concerned, is best placed to determine whether information bears the hallmarks of ‘inside information’, as described in paragraph 33 of the present judgment, and to ensure the prompt dissemination of precise, complete and correct information relating to that financial instrument.

53      It follows that the assessment the issuer is in a position to carry out of the essential elements of the concept of ‘inside information’ presents, in principle, owing to his or her direct knowledge of the financial instrument concerned, a higher degree of reliability and credibility than that which can be carried out by a third party in possession of such information.

54      Hence it is precisely for that reason that the public, including financial market operators and investors, particularly smaller shareholders, legitimately base their confidence and investment decisions on the information made public thusly by the issuer.

55      That said, it is worth emphasising that, from a contextual viewpoint, Article 17 of Regulation No 596/2014 must be interpreted in the light of the provisions of Implementing Regulation 2016/1055, which specifies the arrangements for application thereof.

56      In that regard, the Court finds that, as confirmed by recital 1 of Implementing Regulation 2016/1055, the requirement of effective, timely disclosure of inside information by issuers and emission allowance market participants is aimed at ensuring protection of investors.

57      In that context and in order to guarantee, at EU level, equal access for investors to inside information, Article 2 of that implementing regulation provides for the technical means for public disclosure of that information.

58      Under Article 2(1)(a) of that implementing regulation, issuers and emission allowance market participants are to disclose inside information using technical means that ensure inside information is disseminated to as wide a public as possible on a non-discriminatory basis, free of charge and simultaneously throughout the European Union.

59      As stated in recital 1 of Implementing Regulation 2016/1055, that information must be disclosed amongst all categories of investors throughout the European Union and must be communicated to the media which ensure an effective dissemination to the public.

60      Moreover, Article 2(1)(b) of that implementing regulation provides that inside information is to be communicated, ‘directly or through a third party’, to the media which are reasonably relied upon by the public to ensure its effective dissemination. That communication is to be transmitted using electronic means that ensure that the completeness, integrity and confidentiality of the information to be maintained during the transmission thereof.

61      It is apparent from that provision that, in addition to the direct communication to the public of the inside information concerned by the issuer, the EU legislature also provided that such information may be disseminated through a third party appointed for that purpose by the issuer, provided that the disclosure of that inside information is effective and legitimate.

62      The possibility cannot, therefore, be ruled out that the disclosure of inside information by third parties qualified on account of their relationship with the issuer and by media in which the public has reasonable confidence may satisfy the requirements for the non-discriminatory, wide and free of charge dissemination of such information. In such a scenario, the inside information must be regarded as having been made public and accordingly no longer subject to the confidentiality applicable to inside information.

63      In the present case, the fact that the decision to award the contract at issue in the main proceedings was addressed by the municipal undertaking to Hybricon, to the other undertakings who had participated in the public procurement procedure and to the 22 persons who had expressed their interest in following the procedure without participating therein, does not cause that information to no longer qualify as ‘inside information’.

64      Information does not cease to be ‘inside information’ merely because the means used to communicate the outcome of a tendering procedure is limited to a notification addressed to a limited circle of recipients, since such communication does not constitute non-discriminatory disclosure to any investor potentially interested in that outcome.

65      It is, however, for the referring court to determine whether one or more of the recipients in question had potentially been assigned by the issuer to disclose the inside information concerned, in accordance with the requirements set out in paragraph 62 of the present judgment.

66      Similarly, the fact that, under Swedish law, the information contained in the decision to award the contract in question was accessible to the public, inasmuch as any interested person could request the competent authority to grant access thereto and gain knowledge of the content thereof, is not tantamount to that information having been made public within the meaning of Article 7(1)(a) of Regulation No 596/2014, and thereby no longer qualifying as ‘inside information’.

67      A distinction should be drawn between, on the one hand, information which is accessible to the public and made available to a person individually further to a request to that effect and in compliance with a specific procedure provided for that purpose and, on the other hand, information made public, disseminated simultaneously to an unlimited and indeterminate circle of persons in a non-discriminatory manner, in accordance with the requirements laid down in Article 17 of that regulation and Article 2(1) of Implementing Regulation 2016/1055.

68      In the light of all the foregoing considerations, the answer to the first question is that Article 7(1)(a) of Regulation No 596/2014 must be interpreted as meaning that, in order for information to be considered to have been made public and thereby to have ceased being ‘inside information’ within the meaning of that provision, it is necessary for public disclosure to have taken place in the manner and in compliance with the requirements laid down in Article 17 of that regulation and Article 2(1) of Implementing Regulation 2016/1055.

 The second question

69      By its second question, the referring court, in essence, requests the Court to provide guidance, should the first question be answered in the negative, as to the circumstances to be taken into consideration to determine whether inside information must be regarded as having been made public and therefore having ceased to be ‘inside information’ within the meaning of Article 7(1)(a) of Regulation No 596/2014.

70      In the light of the answer given to the first question, there is no need to adjudicate on the second question.

 Costs

71      Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the referring court, the decision on costs is a matter for that court. Costs incurred in submitting observations to the Court, other than the costs of those parties, are not recoverable.

On those grounds, the Court (Fourth Chamber) hereby rules:

Article 7(1)(a) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

must be interpreted as meaning that in order for information to be considered to have been made public and thereby to have ceased being ‘inside information’ within the meaning of that provision, it is necessary for public disclosure to have taken place in the manner and in compliance with the requirements laid down in Article 17 of that regulation and Article 2(1) of Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council.

[Signatures]

*      Language of the case: Swedish.

i      The name of the present case is a fictitious name. It does not correspond to the real name of any party to the proceedings.