International Capital Markets Update | Spring 2026

Jones Day is pleased to provide you with a brief update on developments in international capital markets in the United States and the European Union ("EU").

EU REGULATORY DEVELOPMENTS

The EU Listing Act

• The EU Listing Act entered into force on December 4, 2024, simplifying requirements for both companies looking to go public and companies that are already public and listed in the EU, in particular small and medium-sized companies. The Listing Act reduces prospectus content requirements, allows additional incorporation by reference, and standardizes the format for companies issuing securities to the public throughout the EU, through phased-in rulemakings in 2026.
• As part of the Listing Act package, the European Commission published a draft delegated regulation on February 11, 2026, to decrease prospectus complexity for IPO and follow-on issuances on EU markets and specify the EU-wide standardized format and content for the new streamlined prospectus. A final version of these rules is expected by June 5, 2026.
• On March 4, 2026, the European Commission adopted a new delegated act that includes updated requirements of EU prospectuses for issuances on EU growth markets (such as Euronext Growth) and follow-on issuances including ESG disclosures required for certain debt issuances.
• To clarify some market confusion, on February 18, 2026, the European Securities and Markets Authority ("ESMA") published guidance that registration documents approved or filed prior to June 5, 2026 (under the prior regime) can still be used post-Listing Act's application.

EU Green Bonds

• The EU Green Bonds Regulation establishes a landmark regulatory framework for issuers choosing to claim "green" use of proceeds (i.e., with the "European Green Bond" or "EuGB" label). Certified green bonds must apply the EU Taxonomy Regulation when calculating "green" use of proceeds and have an external reviewer over certain disclosures, including over an ESG "fact sheet."
• The EU Green Bonds Regulation requires ESMA to adopt technical standards regarding external review and governance requirements that will impact fact sheet and reporting obligations. ESMA published a report containing its draft technical standards in October 2025 following a public consultation. The European Commission is expected to adopt and publish draft technical standards later this year.

Lightened ESG Requirements: The Omnibus Directive

• In 2022 and 2023, the EU adopted a package of measures called the "Green New Deal" that would have required a large swath of EU and non-EU companies to publish detailed sustainability reports under the Corporate Sustainability Reporting Directive ("CSRD") and adopt new governance and contractual requirements under the Corporate Sustainability Due Diligence Directive ("CS3D").
• On February 26, 2026, the EU greenlit amendments to those rules in the "Omnibus" Directive that significantly pared back the applicability and burden of CSRD and CS3D, including by removing the requirement for a climate transition plan, reducing from the 1,000+ required data points currently in force, and subjecting only the largest issuers to these rules (with 1,000 and 5,000 employees being key touchpoints in the EU).

U.S. REGULATORY DEVELOPMENTS

Beneficial Ownership Reporting for Non-U.S. Companies

• The Holding Foreign Insiders Accountable Act, effective as of March 18, 2026, amends Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") to extend Section 16 "insider" reporting to directors and Section 16 "officers" of foreign private issuers ("FPIs"). As a result, every director and Section 16 "officer" of an FPI with a class of equity securities registered under Section 12 of the Exchange Act will be required to provide nearly real-time reporting of their securities holdings and transactions in their FPI's securities.
• The U.S. Securities and Exchange Commission ("SEC") adopted final rules on February 27, 2026 to reflect these new requirements in the reporting Forms 3, 4, and 5.
• On March 5, 2026, the SEC granted significant relief from these reporting requirements, exempting directors and officers of FPIs incorporated in key qualifying jurisdictions: Canada, Chile, the European Economic Area, Korea, Switzerland, and the United Kingdom, subject to meeting certain conditions. Jones Day had submitted a letter to the SEC requesting exemptive relief for a number of these jurisdictions.

SEC Concept Release on FPI Qualification and Accommodation

• On June 4, 2025, the SEC issued a concept release re-examining some of the reporting and policy accommodations currently given to FPIs.
• This release signals the SEC's continued focus under the current U.S. administration on addressing potential information gaps arising from the absence of reporting by certain FPIs comparable to that of domestic issuers.
• To date, there has been no official follow-up on this concept release.

Application of Federal Securities Laws to Crypto Assets

• On March 17, 2026, the SEC and the Commodity Futures Trading Commission issued a joint interpretive release clarifying how the federal securities laws apply to digital assets.
• The release establishes a five-category taxonomy—digital commodities, digital collectibles, digital tools, stablecoins, and digital securities—and analyzes each under the definition of "security."
• The SEC confirmed its current interpretation that most digital assets are not securities, while clarifying the circumstances in which a non-security digital asset may become an investment contract, and therefore a security, under the "Howey "

FEOC Rules: Clean Energy Tax Credits and Debt Capital Markets

• As of January 1, 2026, the One Big Beautiful Bill Act has expanded restrictions on clean energy tax credits for Foreign Entities of Concern, or FEOCs. Issuers that place 15% or more of their debt with specified foreign entities ("SFEs") now lose eligibility for U.S. energy tax credits. SFE designations partially mirror existing OFAC and sanctions-list controls, but also extend to all Chinese or Russian organized or controlled entities and Uyghur Forced Labor Prevention Act-listed companies—categories without established compliance infrastructure.
• Key interpretive questions remain open in the absence of guidance from the U.S. Department of the Treasury, including: the scope of "debt" subject to the threshold; the measurement methodology for the 15% calculation; the level at which beneficial ownership is determined (order-book counterparty, sub-allocated account, or end-investor); and the evidentiary standard issuers must satisfy to demonstrate compliance.
• Issuer approaches to mitigating credit-loss risk are varied and still evolving. In Q1 prospectus supplements, a large number of utility issuers have adopted investor-facing SFE representations, and certain issuers have introduced optional redemption provisions tied to adverse tax-credit determinations. Following investor objections—notably through the Credit Roundtable—redemption windows have been narrowed and made subject to independent counsel sign-off.

Regulation S‑K Reform

• The SEC is soliciting public comment on the reform of Regulation S‑K, the primary regulation setting forth non-financial reporting requirements for U.S. domestic companies that are registered with the SEC.
• The SEC has received over 100 comment letters that address streamlining Regulation S‑K requirements, including as follows: reduce prescriptive requirements, focus only on material disclosures, to remove duplicative reporting, and adopt a more principles-based approach. Commenters have focused on a variety of topics, including human capital, executive compensation, cybersecurity, and MD&A disclosures. The comment period closed on April 13, 2026. The SEC may update disclosures required by FPIs on Form 20-F, accordingly.

Rule 14a‑8 Shareholder Proposals

• On November 17, 2025, the SEC announced that it will no longer be responding substantively to Rule 14a‑8 no-action requests, unless the request relates to whether a proposal is proper under state law.
• This has led to a proliferation of shareholder proposal litigation. In February 2026 alone, shareholders filed five lawsuits challenging the exclusion of their proposals under the SEC's revised process. By comparison, there were fewer than 30 such lawsuits in the previous 50 years.
• This shows the SEC's recent willingness to dramatically modify historic practices.

JONES DAY'S REPRESENTATIVE INTERNATIONAL CAPITAL MARKETS TRANSACTIONS IN Q1 2026

March 2026

• Jones Day is advising American Industrial Partners on the dual-track transaction and sale of Aluminium Dunkerque Industries France, which owns and operates one of Europe's largest primary aluminium smelters. The Jones Day M&A team is led by Vica Irani (London) and David Swinburne (Paris) and the Financial Markets team by Florent Bouyer (Paris).
• Jones Day represented Electricité de France in connection with its senior green multi-tranche bond issue for a nominal amount of €2.75 billion. The Jones Day team was led by Natalia Sauszyn (Paris) and included Sarah Amarnath (Paris).
• Jones Day advised Gorgé S.A., the Gorgé family's holding company and reference shareholder of Exail Technologies S.A., in connection with the successful sale of approximately 3.5% of the share capital of Exail Technologies, via an institutional private placement by way of an accelerated book-building process reserved to institutional investors at a price of €126 per share, for a total amount of approximately €75.6 million. The Jones Day team was led by Florent Bouyer (Paris).

February 2026

• Jones Day represented BNP Paribas, as issuer and sole bookrunner, in connection with the offering by BNP Paribas of €400 million Non-Dilutive Cash-Settled Zero Coupon Convertible Bonds due 2031 linked to BNP Paribas shares. The Jones Day team was led by Natalia Sauszyn (Paris), Qian Hu (Paris), Florent Bouyer (Paris), and included Sarah Amarnath (Paris) and Louise Caillé (Paris).
• Jones Day assisted the financial institutions in connection with the issue of a 30-year benchmark €6 billion 4.35% OLO, the "OLO 107," by the Kingdom of Belgium. The term "OLO" refers to the Kingdom's "obligations linéaires"/"lineaire obligaties." The Jones Day team was led by Matthieu Duplat (Brussels).
• Jones Day represented the underwriters in connection with the public offering by PepsiCo, Inc., a leading global beverage and convenient food company, of €2.5 billion of euro-denominated senior notes. The Jones Day team was led by Andrew Iammarino (Cleveland) and Rory Hood (New York).

January 2026

• Jones Day advised Orange, a global telecommunications and digital services provider, on an inaugural Rule 144A offering of US$6 billion of Notes across five tranches. The Jones Day team was led by Thomas Short (Atlanta) and Seth Engel (Paris).
• Jones Day advised Exail Technologies SA, a high-tech defense company specializing in the fields of autonomous robotics and navigation systems, on its €256 million private placement of additional undated bonds convertible into new shares and/or exchangeable for existing shares (Tap hybrid convertible bonds). The Jones Day team was led by Florent Bouyer (Paris).