What is a closed period?
If you manage a listed company in the EU, you may not trade its shares in the 30 calendar days before it publishes its interim or year-end results. EU law calls that window a closed period.
The rule
Article 19(11) of the Market Abuse Regulation sets the window. A person discharging managerial responsibilities (a PDMR) may not trade in the company's shares or debt instruments, or in derivatives linked to them, during the 30 calendar days before the company announces an interim financial report or a year-end report. The ban covers the reports that the company must publish under the rules of its trading venue or national law.
The ban applies to the manager's own account and to trades made for a third party. A manager who reports trades under Article 19 also faces this ban; the reporting duty and the closed period are two separate rules in the same article.
The exceptions
Article 19(12) lets the company allow a trade inside the window in a few cases:
- Exceptional circumstances, decided case by case, such as severe financial difficulty that forces the manager to sell at once. The manager asks the company in a reasoned written request before the trade.
- Trades under an employee share or savings scheme, a qualification or entitlement of shares, or trades in which the beneficial interest in the instrument does not change.
What the Listing Act changed
The EU Listing Act (Regulation (EU) 2024/2809) amended MAR from 4 December 2024. Two changes touch the closed period:
- The employee-scheme exception now covers financial instruments other than shares, such as bonds and derivatives.
- Trades that involve no active investment decision by the manager fall outside the ban. That covers trades that depend only on external factors or on the actions of third parties, such as an inheritance or a gift, and trades on terms fixed in advance, such as exercising an option agreed before the window.
The same act raised the reporting threshold from €5,000 to €20,000 a year. The threshold decides which trades you report; it does not change the closed period, which applies to trades of any size.
The US counterpart: blackout periods
US federal law has no general closed period before results. Most US companies set one themselves, in an insider trading policy: a blackout period that often starts a few weeks before the quarter ends and lasts until a day or two after the results come out. The length differs per company. Since 2023 a company has to say in its annual report whether it has such a policy, and file the policy as an exhibit (SEC press release 2022-222).
One blackout does come from US law. Under Regulation BTR, directors and executive officers may not trade company shares they received through their job while the company's pension plan has frozen trading for its participants. A US insider can also trade through a 10b5-1 plan, set up in advance.
Closed periods on this site
Insider Trades shows the trades that managers reported in the EU and the US, with the date of the trade and the date it became public. A trade dated inside a closed period can still be legal: check the nature of the transaction first, since a grant or an inherited share counts as a transaction too.
How many purchases and sales managers report in each calendar month is in when do insiders buy?.
Each country publishes the filings in its own register. The national guides cover the Netherlands, Germany, Belgium, Sweden and Spain.
Checked against the regulation and the regulator’s own pages on Oct 31, 2026. This guide explains the rules; it is not legal or investment advice.
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