ESG Quick Guide: UK sustainability disclosure requirements under prospectus rules

In July 2025, the Financial Conduct Authority (“FCA”) published Policy Statement PS25/9, which sets out the new rules that govern admissions to trading in the UK from 19 January 2026. The new rules are implemented via the PRM published under the POATR, which replace the UK Prospectus Regulation. 

Under the POATR, when a prospectus is required, it must contain the “necessary information” material to an investor for making an informed assessment of certain matters, including financial position and the prospects of the issuer (the “necessary information test” set out in PRM 2.1.1R). Such information may vary depending on the nature and circumstances of the issuer, the type of securities and other matters. To provide adequate information to the market for this purpose, information on sustainability-related matters may need to be provided where material to an investor. 

The new rules aim to reduce the costs for issuers of securities being admitted to trading on UK regulated markets and to make capital raising easier. The FCA notes that climate-related disclosures may improve transparency of climate-related risks and opportunities and support investors’ ability to take this information into account in their investment decisions. Certain forward-looking information on sustainability will also fall within the scope of the protected forward-looking statements (“PFLS”) liability regime.

For a detailed discussion of the changes introduced by these new rules with a focus on share offers, see this client briefing. For an overview of the changes under the PRM applicable to debt capital markets, see this client briefing. 

The new climate disclosure rule for equity securities is mandatory for relevant issuers (PRM 4.6).

There is also a new voluntary structure for issuers of sustainability-labelled debt securities to include additional information in prospectuses (PRM 4.7).

PRM 4.6 applies to issuers of equity securities and depositary receipts representing equity shares (excluding CIFs, OEICs and shell companies) publishing a prospectus.

PRM 4.7 applies to issuers of sustainability-labelled debt securities publishing a prospectus.

From 19 January 2026

PRM 4.6: Climate disclosure rule for equity securities 

When an in-scope issuer has identified climate-related risks as material risk factors to disclose in their prospectus, or where climate-related opportunities are material to the prospects of the issuer, the issuer must disclose information in line with the minimum information requirements set out in the PRM Appendix 2 Disclosure Annexes. 

The information requirements are that:

• the issuer must provide a description of their governance arrangements, strategy, risk management and metrics and targets in relation to their climate-related risks and opportunities (in alignment with the high-level categories used in the Task Force on Climate-related Financial Disclosure (“TCFD”) Recommendations and the International Sustainability Standard Board (“ISSB”) Standards); and 

• if the issuer has published a transition plan, the disclosure of certain additional information (see "Transition plans" section below).

PRM 4.6.4G states that the TCFD Recommendations and the International Financial Reporting Standard (“IFRS”) S2 on Climate-related Disclosures may be of assistance in identifying climate-related risks and opportunities and relevant supporting information to be disclosed. 

For more information on the TCFD and ISSB (including IFRS S1 and S2), see our Quick Guide: TCFD and Quick Guide: ISSB standards.

Sustainability-related information beyond climate

PRM 4.6 only covers the disclosure of climate-related information. However, the FCA has noted in its Technical Note on disclosures in relation to sustainability matters, including climate change (January 2026) that wider sustainability-related information may constitute necessary information (and therefore need to be disclosed in a prospectus) where this is material for an investor making an informed assessment of, for example, the assets, liabilities and prospectus of the issuer. The FCA also notes that the IFRS S1 on General Requirements for Disclosure of Sustainability-related Financial Information may be helpful in identifying relevant sustainability-related risks and opportunities and information to disclose. 

PRM 4.7: Prospectus disclosures in relation to sustainability-labelled debt

PRM 4.7 sets out an opt-in, voluntary, structure for issuers of sustainability-labelled debt securities to include additional information in prospectuses. 

This is formed by a requirement for issuers to state in their prospectuses whether the securities have been: 

• marketed as “green”, “social”, “sustainable” or “sustainability-linked”; and/or 

• issued under a bond framework or equivalent document. 

In each case, issuers should consider including additional disclosures in their prospectus. 

Despite being voluntary, the FCA expects issuers to consider whether such information is relevant for the purposes of meeting the “necessary information” test. 

Where PRM 4.6 applies and the issuer has published a transition plan the contents of which are material, the prospectus must include a summary of key information about the transition plan and where it may be located and inspected. 

Annex 1.5R to PRM Appendix 2 notes that the Transition Plan Taskforce Disclosure (“TPT”) Framework may be helpful in identifying the relevant information required to be disclosed. 

For more information on transition plans, see our Quick Guide: Transition plans. 

The POATR include a PFLS liability regime for forward-looking statements in a prospectus. The PRM sets out criteria for statements to be eligible as PFLS. 

The regime establishes a recklessness / dishonesty liability standard for these statements, with the burden of proof on the claimant to prove the issuer was reckless or dishonest when they made the statement. 

Under the new climate disclosure rule, disclosures on strategy, transition plans, and metrics and targets, are eligible to be PFLS, subject to the overall criteria for these statements. 

The criteria for a statement to qualify as a PFLS are that it: 

• contains financial information, or operational information (sustainability-related information may be either financial or operational information depending on the nature of the information); 

• can only be shown to be untrue, misleading or to have omitted necessary information by reference to events or sets of circumstances that occur after the statement has been published;

• includes an estimate as to when the event or set of circumstances to which the statement relates is expected to occur;

• contains information that a reasonable investor would be likely to use as part of the basis of their investment decisions; and 

• the prospectus includes a general accompanying statement and the PFLS is accompanied by a content-specific accompanying statement meeting certain requirements.

For further details on PFLS, see the FCA’s Technical Note on Preparation and presentation of PFLS (January 2026).

Under the POATR, issuers face civil and criminal liability if disclosures in prospectuses, including climate disclosures, are misleading, false or deceptive, or omit material information.

When disclosing climate-related and other sustainability-related information, an issuer must also not do so in a way (for example, by omitting information) that breaches the prohibition of market manipulation (Article 15 of the UK Market Abuse Regulation). 

The FCA explains that it has limited the new disclosure rule to climate-related disclosures because the UK Listing Rules currently only include requirements for climate reporting and, given the UK is in the process of endorsing the ISSB standards, it would be premature to introduce minimum content requirements beyond climate. 

However, the FCA may revisit the approach to wider sustainability disclosure now that the UK has implemented the ISSB Standards via the UK Sustainability Reporting Standards (“UK SRS”) and once reporting practice has developed. 

For more information on the UK SRS, see our Quick Guide: UK SRS.

The FCA notes that it may consider updating its guidance on the PRM 4.6 disclosure requirement in the future to reflect the final  UK SRS and the IFRS Foundation’s latest guidance document on disclosing information about an entity’s climate-related transition in accordance with IFRS S2.

In January 2026, the FCA launched a consultation on disclosure requirements for listed companies to reflect the incoming UK SRS which will replace existing TCFD based rules. See our blog post. 

• Policy Statement PS25/9

• FCA Handbook 

• Primary Market Technical Note 801.4: Disclosures in relation to sustainability matters, including climate change

• Primary Market Technical Note 639.1: Preparation and presentation of protected forward-looking statements

• UK: What do the FCA’s new rules on prospectuses say about climate disclosures and transition plans? 

• Transition to the new public offer and admission to trading regime: PMB 58

• Prospectus Rules: Admission to Trading on a Regulated Market