Geneva · Private Lombard Credit · By Introduction

Share pledge disclosure, market by market.

Who must report a pledge of listed shares, at what threshold, and what becomes public when a lender enforces, set out from the official texts for each market.

Bundles of old papers and folders in marbled covers, tied with black cloth tape and stacked on shelves

Generally, a share pledge on its own has to be disclosed only in cases each market defines: when the borrower is a director or other insider, holds a stake above a set threshold, or gives the lender control of the votes. Enforcement is what usually becomes public, because selling or transferring the shares triggers holdings notices.

Key takeaways
  • Whether a pledge has to be disclosed turns on who gives it and on the size of the stake: directors and other insiders, holders above a disclosure threshold and lenders that gain control of the votes carry the duties in the table.
  • In the United States, a holder of more than 5% describes pledged shares in its Schedule 13D (Item 6), and the issuer footnotes shares pledged by directors and named executive officers (Regulation S-K Item 403(b)).
  • A UK director’s pledge becomes notifiable once it secures a specific credit facility (UK MAR Article 19); a Canadian insider’s pledge is exempt from insider reporting only if recourse against the insider is unlimited.
  • Lenders taking security in the ordinary course have express carve-outs in the United States, Canada and Australia; in the United States and Canada those carve-outs end or narrow around default.
  • Enforcement is what usually becomes public: when the lender takes or sells the shares, holdings notices follow on the deadlines shown in each row.
  • Company policies can be stricter than the law: US proxy statements filed in 2026 describe anti-pledging policies with exceptions and limits.

How should the table be read?

Each row covers one market page and answers three questions from the official texts: who must disclose (pledgor, lender or issuer, and when), the threshold or trigger in the rule’s own numbers, and what filing or announcement follows when a lender takes or sells the shares.

The primary source column names each rule and links the official text that was read; the last-checked column gives the date it was read, 27 October 2026, and every threshold and deadline on this page is as checked on that date. Only legislation, regulators’ rules and guidance, and exchange rulebooks are used, and deadlines are given where the text sets one. Where a text was silent, or could not be read, the cell says Check with local counsel.

The table is general information, not legal advice. Rules change and their application turns on the facts, so the position for a specific holding should be confirmed with counsel before a facility is documented. Each market page, reached from the market name or from the markets overview, sets disclosure beside custody, security and currency.

Share pledge disclosure rules, market by market

Markets are listed alphabetically and each name links to its market page. India is omitted because Indian-listed shares are not accepted as collateral; who qualifies for a Lombard loan sets out what is. The thresholds weigh most on a large single-stock holding, the case covered in borrowing against a concentrated position.

Market Who must disclose Threshold or trigger When enforcement becomes visible Primary source Last checked
Australia Pledgor: a substantial holder (s. 671B). Lender: no relevant interest merely because of a security interest taken in the ordinary course of a financial accommodation business on ordinary commercial terms (s. 609(1)). Directors: changes in relevant interests (s. 205G; LR 3.19A). Issuer: LR 3.1 may require disclosure of a director’s material margin loan or similar arrangement (ASX, 2008). Substantial holding: relevant interests, with associates, in 5% or more of the votes (s. 9); notice on starting or ceasing to hold one, or a movement of at least 1% (s. 671B(1), (2)). Director changes: Appendix 3Y within five business days (LR 3.19A.2). Whether a pledge alone changes a notifiable interest: Check with local counsel. A sale or transfer on enforcement that moves the pledgor’s holding by 1% or more, or below 5%, is notified within two business days of becoming aware, sooner during a bid (s. 671B(6)); a director’s change within five business days (LR 3.19A.2). Whether the lender then has a relevant interest: Check with local counsel. Corporations Act 2001 (Cth) ss. 9, 205G (compilation 149, vol. 1)
Corporations Act 2001 (Cth) ss. 608, 609(1), 671B (compilation 149, vol. 3)
ASX Listing Rule 3.19A.2 (ASX compliance course, module 11, 2022)
ASX Companies Update 02/08 (Listing Rule 3.1, margin loans)
27 October 2026
Austria Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Shares transferred as security count for the provider while it can vote or steer the lender’s vote. Whether a pledgee controlling the votes must notify: Check with local counsel. MAR: a pledge securing a specific credit facility, once PDMR transactions total €20,000 in a calendar year (national option: €10,000 or €50,000). Holdings: 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% and 90% of voting rights, plus 3% if the issuer’s articles add it. A threshold crossed when the lender takes or sells the shares is notified to the FMA, the exchange operator and the issuer within two trading days; the issuer publishes within two trading days of receipt. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
Stock Exchange Act 2018 (BörseG 2018) § 130(1)
BörseG 2018 § 133 no. 2
BörseG 2018 § 135(2)
27 October 2026
Brazil Holders and controllers making a relevant trade inform the company immediately (CVM Res. 44 Art. 12); directors and board members report trades within five days (Art. 11). Issuer: forwards them to the CVM and the exchange (Arts. 11, 12) and updates its reference form (Res. 80 Art. 25 §3). Lender and a pledge itself: Check with local counsel. A relevant trade takes a direct or indirect holding up or down through 5%, 10%, 15% and so on of a class; the duty extends to acquiring any rights over the shares and to derivatives (Art. 12 §§1–3), and notice is due immediately (§4). Directors: five days after each trade (Art. 11 §4). A transfer or sale on enforcement that takes the holder, or the lender, through a 5% step is a relevant trade notified immediately (Res. 44 Art. 12 §4), forwarded by the investor relations officer to the CVM and the exchange (§6); a director’s holding change is reported within five days (Art. 11 §4). CVM Resolution 44/2021 Arts. 11, 12 (consolidated to Res. 216/2024)
CVM Resolution 80/2022 Art. 25 §3 (consolidated to Res. 231/2025)
27 October 2026
Canada Pledgor: an early-warning filer (10% or more) describes pledged securities (Form 62-103F1 Item 6); a reporting insider reports a pledge unless it secures a good-faith debt with unlimited recourse to the insider (NI 55-104 s. 9.7(b)). Lender: exempt as an ordinary-course pledgee until legally entitled to sell to repay the debt (NI 62-103 s. 8.1). Issuer: Check with local counsel. Early warning: 10% of a class of voting or equity securities, then each 2% change, a material change and a fall below 10% (NI 62-104 s. 5.2). Reporting insiders (directors, CEO, CFO, COO, holders of over 10% of votes) report within five days (NI 55-104 ss. 3.3, 4.1). Pledgee relief ends once the lender may sell to repay the debt (NI 62-103 s. 8.1(2)), unless the debt is $2,000,000 or less and the shares under 10% (s. 8.2). At 10% or more, a news release follows by the next business day’s opening of trading and a report within two business days (NI 62-104 s. 5.2(1)). NI 62-104 s. 5.2 (ASC consolidation, 19 September 2025)
NI 62-103 ss. 8.1, 8.2 (ASC consolidation, 13 September 2023)
Form 62-103F1 Item 6
NI 55-104 ss. 3.3, 4.1, 9.7(b) (ASC consolidation, 9 June 2023)
Companion Policy 55-104CP s. 9.4
27 October 2026
China Investors reaching 5% of voting shares, pledgor or lender alike (Securities Law Art. 63; Takeover Measures Arts. 13 to 15). A shareholder whose 5%-plus stake is pledged tells the issuer, which must disclose it immediately (CSRC Order No. 226 Arts. 23(2)(8), 40; SSE Rules 4.5.3, 7.7.6; SZSE Rules 4.5.4, 7.7.9). Reaching 5%: report within three days, notify the issuer, announce, no trading meanwhile (Art. 63(1)). Each further 5%: the same, no trading until three days after the announcement (Art. 63(2)). Each 1%: notify the issuer and announce the next day (Art. 63(3)). CSRC counts steps at whole multiples (Opinion No. 19, 2025). Pledge-default sales follow the rules for their method (Order No. 224 Art. 15(1)): a 5%-plus holder selling on exchange or by block trade discloses a plan 15 trading days ahead (Art. 9); court-ordered sales, within two trading days of the notice (Art. 15(2)). The issuer discloses any forced-transfer risk on a 5%-plus stake. Securities Law Art. 63 (NPC English reference translation)
Takeover Measures Arts. 13 to 15 (CSRC)
CSRC Order No. 226 Arts. 23(2)(8), 40 (State Council Gazette)
CSRC Order No. 224 Arts. 9, 15 (State Council Gazette)
CSRC Opinion No. 19 on Takeover Measures Arts. 13, 14 (release, 10 January 2025)
SSE Stock Listing Rules (April 2026) Rules 4.5.3, 7.7.6
SZSE Stock Listing Rules (2026) Rules 4.5.4, 7.7.9
27 October 2026
Denmark Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Lender, if the shares are provided to it as security and it controls the votes and declares an intention to exercise them. Holdings notices go to the company and Finanstilsynet; the company publishes them. MAR: a pledge securing a specific credit facility, once PDMR transactions total €50,000 in a calendar year (Finanstilsynet threshold since 1 July 2025). Holdings: being at, above or below 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds or 90% of voting rights or share capital. A threshold crossed when the lender takes or sells the shares is notified immediately and within four business days (knowledge deemed within two); the company publishes within three business days of receipt. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
Executive Order No. 586 of 26 May 2025 on the threshold for managers’ transactions, § 1
Capital Markets Act (Consolidated Act No. 464 of 2026) §§ 30, 38 and 41
27 October 2026
Europe (Euronext) Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Lender, if it controls the votes on collateral shares and declares an intention to use them (Transparency Directive Art. 10(c), as implemented nationally); in the Netherlands, a pledgee that can cast the votes. MAR: a pledge securing a specific credit facility, once PDMR transactions total €20,000 in a calendar year (national option: €10,000 or €50,000). Holdings: France from 5%; Netherlands from 3% of capital or votes; Milan, see Italy. Belgium, Ireland, Portugal and Norway: national thresholds differ: Check with local counsel. A threshold crossed when the lender takes or sells the shares is notified within four trading days in France (AMF publishes within three); Netherlands: without delay to the AFM, which enters it in its public register. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
Transparency Directive 2004/109/EC Art. 9(1), 10(c), 12(2) and 12(6), consolidated text of 9 January 2024
AMF, declaring a threshold crossing (major holdings), page of 12 February 2020
Wft (Financial Supervision Act) Art. 5:38, 5:45(2) and 5:49
27 October 2026
Finland Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Lender, if it holds the shares as collateral, can direct the votes and has declared an intention to use them. Holdings notices go to the company and FIN-FSA; the company publishes them without undue delay. MAR: a pledge securing a specific credit facility, once PDMR transactions total €20,000 in a calendar year (FIN-FSA has kept €20,000). Holdings: reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, 30%, 50%, two-thirds or 90% of the votes or of all shares. A threshold crossed when the lender takes or sells the shares is notified by the next trading day after the holder learns of it (deemed within two trading days); the company publishes without undue delay. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
FIN-FSA supervision release 77/2024 (2 December 2024)
Securities Markets Act (746/2012) ch. 9, ss. 5, 6(1)(3), 9 and 10
27 October 2026
Germany Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice to the issuer and BaFin. Lender, if it holds the shares as collateral, holds the votes and declares an intention to exercise them: holdings notice to the issuer and BaFin. The issuer publishes both. MAR: a pledge securing a specific credit facility, once PDMR transactions total €50,000 in a calendar year (BaFin threshold since 1 January 2026). Holdings: reaching, exceeding or falling below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of voting rights. Anyone crossing a threshold on enforcement (the pledgor falling below, a lender acquiring) notifies within four trading days; the issuer publishes within three trading days of receipt. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
BaFin general decree of 4 December 2025 under Art. 19(9) MAR
WpHG § 33(1)
WpHG § 34(1) nos. 3 and 8
WpHG § 40(1)
27 October 2026
Hong Kong Pledgor: a substantial shareholder (SFO s 310), director or chief executive (s 341); a director’s pledge is also a ‘dealing’ needing the chairman’s written clearance (Model Code paras 7(a), B.8). Lender: exempt only as a ‘qualified lender’ holding by way of security only (s 323(1)(f), (6)); licensed money lenders do not qualify. Issuer: Rules 13.17, 10.07. From 5% of voting shares, each whole percentage level crossed, and changes in the nature of the interest (SFO ss 310, 313). A pledge to a qualified lender is no such change (s 313(13)); a pledge to another lender is. Issuer: a pledge securing its own debts (Rule 13.17), or within 12 months of listing (Rule 10.07). After default, the exemption ends once the lender is entitled to vote and shows an intention to, or offers the shares for sale (s 323(7)); it then files at 5% or more, within 3 business days, and notices appear on HKEXnews. Within 12 months of listing, the issuer announces a pledgee’s indicated disposal (Rule 10.07 Note (3)). SFO (Cap. 571) Part XV ss 310, 313(13), 323, 341: SFC Outline of Part XV (24 May 2024)
HKEX Main Board Listing Rule 13.17
HKEX Main Board Listing Rule 10.07, Note (3)
HKEX Main Board Listing Rules Appendix C3 (Model Code), paras A.3, 7(a), B.8
27 October 2026
Indonesia Pledgor: any shareholder that pledges 5% or more of voting rights (POJK 4/2024 Art. 6); as director, commissioner, 5% holder or controller, also its ownership changes (Art. 2). Lender: no pledge report; it reports ownership if it comes to own 5% or more. Issuer: no duty in POJK 4/2024; IDX rules: Check with local counsel. Pledges of at least 5% of voting rights, singly or cumulatively, then each change in the whole-number percentage pledged (Art. 6(2) to (5)). Ownership: 5% of voting shares, each whole-number change (rounded down) and falling below 5% (Art. 2). Deadline: three working days through the electronic system (Art. 7(2); SEOJK 10/SEOJK.04/2025), otherwise five. Execution on pledged shares is a listed transaction type in the ownership report (Art. 4(1)(d) elucidation; Annex I), so the pledgor’s change and any new 5% holder’s report follow within three working days. Ownership reports are public on the Exchange website; pledge reports are not stated to be (SEOJK 10/SEOJK.04/2025, IV.2). POJK 4/2024, Arts 2, 4, 5, 6, 7 and 12 (in force 28 August 2024)
SEOJK 10/SEOJK.04/2025, sections II.4 and IV.2
27 October 2026
Israel Interested parties (5% holders of issued share capital or voting power, directors, the general manager and those entitled to appoint them), including a lender that becomes one, and senior officers notify the company of holdings and changes; the company reports them (Securities Law ss. 1, 36, 37). Interested-party status from 5% of issued share capital or voting power (s. 1). The company files immediate reports on changes in interested parties’ holdings and a quarterly holdings report (Reports Regulations Regs. 24, 33, as described by the ISA, December 2025). Whether a pledge without a transfer is reportable: Check with local counsel. A sale or transfer of an interested party’s pledged shares, or a lender becoming an interested party, must be notified to the company (s. 37(a), (b)), which reports the change in holdings by immediate report. Deadlines for the notice and the report: Check with local counsel. Securities Law 5728-1968 ss. 1, 36, 37 (ISA English convenience translation)
ISA disclosure committee interim report, December 2025 (Reports Regulations Regs. 24, 33(c)-(d))
27 October 2026
Italy Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Pledged shares count for the owner and also for a pledgee holding the vote, which the Civil Code gives the pledgee unless agreed otherwise. Holdings notices go to the company and CONSOB, which publishes them. MAR: a pledge securing a specific credit facility, once PDMR transactions total €50,000 in a calendar year (CONSOB threshold since 11 June 2026). Holdings: more than 3% (not for SMEs), then reaching or exceeding 5%, 10%, 15%, 20%, 25%, 30%, 50%, two-thirds and 90%, and falling below them. A threshold crossed when the lender appropriates or sells the shares is notified to the company and CONSOB within four trading days; CONSOB publishes within three trading days of receipt. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
TUF (Legislative Decree 58/1998) Art. 120(2)
CONSOB Issuers’ Regulation (No. 11971/1999, June 2026 text) Art. 117(1), 118(1), 121(1), 122(1) and 152-quinquies.1
Civil Code Art. 2352
27 October 2026
Japan Pledgor, once its holding ratio exceeds 5% (FIEA Art. 27-23(1)). Lender, if it comes to hold more than 5%; banks and securities firms without a proposal purpose may report on reference dates (Art. 27-26). Issuer, by extraordinary report, when a 10%-plus voting holder (major shareholder) changes (Corporate Affairs Disclosure Ordinance Art. 19(2)(iv); FIEA Art. 163(1)). Report within five business days of exceeding 5% (Art. 27-23(1)). Change report within five business days of a 1% move or another important change (Art. 27-25(1)), including a new or changed security contract covering 1% or more of issued shares (Enforcement Order Art. 14-7-2(1)(v); Large Volume Holdings Ordinance Art. 9-2(1)). A sale or transfer cutting the pledgor’s ratio by 1% or more: change report within five business days, naming transferee and price for a large short-term transfer (Art. 27-25(1), (2)). A lender passing 5% files its own report; both are public on EDINET. A change of major shareholder: issuer’s extraordinary report without delay (Art. 24-5(4)). FIEA Arts. 27-23(1), 27-25(1): FSA FAQ on the FIEA, Section 5
FIEA Art. 27-25(1), (2)
FIEA Art. 27-26
FIEA Enforcement Order Art. 14-7-2(1)(v)
Large Volume Holdings Ordinance Art. 9-2(1)
Corporate Affairs Disclosure Ordinance Art. 19(2)(iv)
FIEA Art. 24-5(4)
FIEA Art. 163(1)
27 October 2026
Malaysia Pledgor: as substantial shareholder (CA 2016 ss 137 to 139) or director (s 219); whether granting the pledge is itself a change in interest: Check with local counsel. Lender: disregarded if it lends or finances in the ordinary course and holds only by way of security (s 8(9)(b)). Issuer (Bursa rules): Check with local counsel. 5% of voting shares (CA 2016 s 136). For listed companies, notice within three days of becoming a substantial shareholder (s 137), of any change in interest, for which s 138 sets no minimum, and of ceasing (s 139), copied to the Registrar the same day (s 141). Directors: five days (s 219(3)). CA 2016 sets no enforcement-specific notice. A sale by the lender is a disposal and so a change in the pledgor’s interest (s 138(3)), notified within three days, or a cessation notice if the holding falls below 5% (s 139). When the s 8(9)(b) disregard ends for the lender: Check with local counsel. Companies Act 2016 (Act 777) ss 8(6), 8(9)(b), 136 to 141, 219 (reprint as at 1 August 2022) 27 October 2026
Mexico Holders: reaching 10% (under 30%) of a registered company’s ordinary shares (LMV Art. 109); related persons on each 5% change (Art. 110); 10% holders, directors and relevant executives report acquisitions and disposals to the CNBV (Art. 111). Lender: as an acquirer on enforcement (Art. 109). Whether a pledge itself is reportable, and any issuer duty: Check with local counsel. Art. 109: acquisitions taking a holding to 10% or more and under 30% of ordinary shares; public notice through the exchange by the next business day, stating whether significant influence is sought. Art. 110: related persons’ 5% increase or decrease, next business day. Art. 111 deadlines: CNBV rules (Check with local counsel). A lender, or buyer, whose acquisition on enforcement takes it to 10% or more (under 30%) informs the public through the exchange by the next business day (Art. 109); a related-person pledgor whose holding falls by 5% does so too (Art. 110). Reports to the CNBV under Art. 111 follow CNBV deadlines: Check with local counsel. Ley del Mercado de Valores Arts. 2(XIX), 109–112 (last reform DOF 14 November 2025) 27 October 2026
New Zealand Pledgor: a substantial product holder, meaning a person with a relevant interest in 5% or more of a class of quoted voting products (FMC Act s. 274, as the FMA’s guidance summarises it). Lender, directors and senior managers, and issuer: Check with local counsel. A substantial holding of 5% or more (s. 274(2)), then each movement of 1% or more; the relevant events are in ss. 276–279. Disclosure is due “as soon as the person knows, or ought reasonably to know”; the FMA expects a late notice, usually, within one business day of becoming aware. A sale or transfer on enforcement that moves the holding by 1% or more is disclosed as soon as known, and the duty arises when the transaction is agreed, not when it settles (FMA guidance). Whether the lender acquires a relevant interest: Check with local counsel. FMC Act 2013 ss. 274–279, in FMA Guidance on substantial product holder disclosures (27 September 2017) 27 October 2026
Philippines Pledgor: a holder of more than 5% (SRC s 18.1), whose statement must describe loan and similar arrangements over the issuer’s shares, or a director, officer or 10% holder (s 23.1). Lender: reports if it acquires beneficial ownership of more than 5%; whether a pledgee does: Check with local counsel. Issuer: PSE Rules s 13.1. More than 5% of a class: sworn statement to the issuer, PSE and SEC within ten days (SRC s 18.1), amended on any change in the facts (s 18.2). Directors, officers, 10% holders: within ten days of qualifying and of the end of each month with a change (s 23.1). Current SEC rule deadlines: Check with local counsel. A lender’s sale reduces the pledgor’s holding, a change in the facts requiring an amended s 18 statement (s 18.2) and, for directors and officers, an issuer disclosure to the PSE within five trading days (PSE Rules s 13.1(c)). Any enforcement-specific notice: Check with local counsel. Securities Regulation Code (RA 8799) ss 18 and 23
PSE Consolidated Listing and Disclosure Rules (July 2022), Part VII ss 13.1, 17.5, 17.7
27 October 2026
Poland Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Pledged shares count for the holder unless the secured lender may vote and declares it will; they then count as the lender’s. Holdings notices go to KNF and the company, which publishes them without delay. MAR: a pledge securing a specific credit facility, once PDMR transactions total €20,000 in a calendar year (national option: €10,000 or €50,000). Holdings: 5%, 10%, 15%, 20%, 25%, 33%, 33⅓%, 50%, 75% or 90% of votes, plus 2% changes above 10% on the main market (5% elsewhere) and 1% above 33%. A threshold crossed when the lender takes or sells the shares is notified to KNF and the company within four business days of learning (six session days after an on-market trade); the company publishes without delay. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
Act on Public Offering of 29 July 2005, Art. 69(1)-(2), 69a(3) and 70(1) (Sejm unified text, 9 October 2026)
27 October 2026
Qatar Issuer: discloses its owners of 5% or more, directly or indirectly, with its capital structure (Governance Code Art. 11, Eighth) and at least annually (Appendix 1). Board members, senior management and insiders disclose their trading (Art. 11, Seventh). Any duty on a pledgor or lender as such: Check with local counsel. A person becoming a 10%–30% owner (20%–30% counting all indirect holdings) notifies the company, which discloses it (QFMA Rules 2025, rules 17.2.1, 17.2.2); increases within that band must also go through the exchange, a private market or an offer; 30% or more needs QFMA approval (17.2.3). Those Rules set no 5% or 1% holder notice. A lender becoming a 10%–30% owner on enforcement is disclosed by the company after the lender’s notice (rule 17.2.2(1), (4)); reaching 75% on the main market requires notice to the QFMA and a compulsory offer (17.3.1). Company disclosure: before the next trading session, or within 24 hours on non-trading days (12.2.1). Pledge registration: Check with local counsel. QFMA Offering and Listing, and Mergers and Acquisitions Rules 2025 (Board Decision No. 8 of 2025), rules 12.2.1, 17.2.1 to 17.3.1
QFMA Governance Code for Listed Companies (Board Decision No. 5 of 2025), Art. 11 and Appendix 1
27 October 2026
Saudi Arabia Any person who becomes the owner of, or interested in, 5% or more of a class of voting shares notifies the Exchange (Offer of Securities Rules Art. 70(a)), including a lender that takes shares at that level. Whether a pledgee is ‘interested’ before enforcement, and any issuer duty: Check with local counsel. 5%: notice to the Exchange by the end of the third trading day after the transaction or event, naming the persons interested and any loans that financed the ownership; same deadline for changes to that list (Art. 70(a), (b), (e)). The pledge is recorded in the Shareholders Register (Implementing Regulation Arts. 32, 33). Foreclosure follows the applicable laws and rules; a capital market institution may sell margin collateral directly on the Exchange (Implementing Regulation Art. 36). A lender or buyer reaching 5% notifies by the end of the third trading day (Art. 70(a)). Any notice when a holder falls below 5%: Check with local counsel. Rules on the Offer of Securities and Continuing Obligations Art. 70 (amended 19 January 2026)
CMA Guide to Obligations of Substantial Shareholders
Implementing Regulation of the Companies Law for Listed Joint Stock Companies Arts. 32 to 36 (amended 30 March 2026)
27 October 2026
Singapore Pledgor: a substantial shareholder, director or CEO (SFA Part 7). Lender: has a notifiable interest in pledged shares of 5% or more (SFA s 4), unless its ordinary business includes lending money and it holds them only by way of security (s 4(10)(b)). Issuer: announces notices received and, where SGX Rule 728 applies, the pledge. 5% of voting shares, each change in percentage level (MAS example: 5.8% to 6.1%) and falling below 5%, notified within two business days (SFA ss 135 to 137); directors and CEOs report any change in interest (s 133). SGX Rule 728: a controlling shareholder’s pledge where the issuer’s loans contain a ‘specified condition’ (Rule 704(31)). An exempt lender must report once the borrower defaults, if the pledged shares are 5% or more (MAS FAQ A15), within two business days; the issuer puts each notice on SGXNet within one business day of receipt. Under Rule 728 the controlling shareholder also reports any event of default or enforcement event, and the issuer announces immediately. SFA 2001 Part 7, ss 4(10)(b), 133, 135 to 137: MAS Part 7 FAQs (revised 23 July 2024), A2, A6, A15
SGX Mainboard Rule 728 (share pledging arrangements)
SGX Mainboard Rule 704(31) (specified condition)
27 October 2026
South Africa Pledgor: a person whose beneficial interest crosses a multiple of 5% of a class notifies the company (Companies Act s. 122(1)). Issuer: files the notice with the Takeover Regulation Panel and reports it to holders (s. 122(3)). Lender, and directors under the current JSE Listings Requirements: Check with local counsel. Acquiring or disposing of a beneficial interest that takes the holding to, or out of, 5%, 10%, 15% or any further whole multiple of 5% of a class; notice within three business days, counting related, inter-related and concert parties (s. 122(1), (2)). The company reports to holders unless a disposal is under 1% (s. 122(3)(b)). A sale or transfer on enforcement that takes the holder out of a multiple of 5% is notified within three business days (s. 122(1)(b)); the company files it with the Panel and reports it to holders (s. 122(3)). Whether, and from when, the lender holds a beneficial interest: Check with local counsel. Companies Act 71 of 2008 s. 1 (beneficial interest), s. 122
Companies Amendment Act 3 of 2011 s. 76 (amends s. 122)
27 October 2026
South Korea Pledgor, once it and related persons hold 5% or more; the report covers major contract terms on the shares (FSCMA Art. 147(1)). Executive officers and significant shareholders report their holdings (Art. 173(1)). Lender, if it comes to hold 5% or more. Issuer receives copies (Art. 148); issuer disclosure duties: Check with local counsel. 5% or more, and each 1% change: report within five days, excluding Saturdays and public holidays (Art. 147(1); Decree Art. 153(1)). A collateral agreement covering 1% or more of the shares is a material change, reported within five days (Art. 147(4); Decree Art. 155(2)). Holders with no management-influence purpose may file later (Decree Art. 154). A sale or transfer moving the pledgor’s holding by 1% or more is reported within five days (Art. 147(1)), as is an officer’s or significant shareholder’s change (Art. 173(1)). A lender reaching 5% files its own report. Reports are public online (Arts. 149, 173(2)). A creditor’s enforcement sale needs no 30-day trading-plan report (Decree Art. 200-3(2)7). FSCMA Arts. 147(1), 148, 149, 173, 173-3 (KLRI English, Act No. 21061)
FSCMA Art. 147(4) (Korean text with English)
FSCMA Enforcement Decree Arts. 153(1), 154, 155(2), 200-3(2)
27 October 2026
Spain Pledgor, if a manager (PDMR) of the issuer or a closely associated person (MAR). Lender, if shares are deposited with it as security and it controls the votes and expressly declares an intention to exercise them. Both notices go to the issuer and CNMV, which publishes them. MAR: a pledge securing a specific credit facility, once PDMR transactions total €20,000 in a calendar year (also set by Spanish law). Holdings: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 60%, 70%, 75%, 80% and 90%; 1% steps for tax-haven residents. A threshold crossed when the lender appropriates or sells the shares is notified to the issuer and CNMV within four trading days; CNMV publishes within three trading days of receipt. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
Securities Markets and Investment Services Act (Ley 6/2023) Art. 230
Royal Decree 1362/2007 Art. 23(1), 24(1)(c), 32, 35(1) and 38(1)
27 October 2026
Sweden Pledgor, if a manager (PDMR) of the issuer or a closely associated person: MAR notice. Lender, if it has received the shares as security, controls the votes and has declared an intention to use them. Holdings notices go to the company and Finansinspektionen, which publishes them. MAR: a pledge securing a specific credit facility, once PDMR transactions total €20,000 in a calendar year (national option: €10,000 or €50,000). Holdings: reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, 30%, 50%, two-thirds or 90% of all shares or of the votes. A threshold crossed when the lender takes or sells the shares must reach the company and Finansinspektionen within three trading days; Finansinspektionen publishes by noon on the next trading day. Whether the lender’s sale is a PDMR transaction under MAR: Check with local counsel. MAR (Regulation (EU) No 596/2014) Art. 19(1), (3), (7)(a), (8), (9), consolidated text of 5 June 2026
Financial Instruments Trading Act (SFS 1991:980) ch. 4, ss. 3, 4, 5, 10 and 11
27 October 2026
Switzerland The beneficial owner (the pledgor while it keeps the votes and economic risk), anyone with full discretionary voting power and, on a collateral transfer of ownership, the collateral taker. Notices go to the company and the exchange disclosure office; the company publishes. Pledges are exempt from SIX management-transaction reporting. Reaching, exceeding or falling below 3%, 5%, 10%, 15%, 20%, 25%, one-third, 50% or two-thirds of voting rights, whether exercisable or not. FINMA’s ordinance names lending, repos and collateral transfers of ownership as reportable; it does not name a pledge that leaves ownership with the pledgor. A threshold crossed when the lender takes or sells the shares (the pledgor falling below, a lender acquiring) must reach the company and the disclosure office within four trading days; the company publishes within two trading days of receipt. FinMIA Art. 120 and 124 (English translation, status 1 February 2024)
FinMIO-FINMA Art. 10, 17 and 24 (English translation, status 1 February 2023)
SIX Directive on the Disclosure of Management Transactions (DMT) Art. 5(2)
27 October 2026
Taiwan Pledgor, if a director, supervisor, managerial officer or holder of more than 10%: notifies the company at once, and the issuer files and announces the pledge (SEA Art. 25(4)). Anyone acquiring more than 5%, a lender on enforcement included, declares (Art. 43-1(1); Declaration Regulations Arts. 6, 7). Insider pledge: issuer files with the competent authority and announces within five days of the pledge (Art. 25(4)). Acquiring more than 5%: declaration within 10 days; then each change of 1% within 2 days, until the holding is 5% or less (Declaration Regulations Arts. 6, 7, in force since 10 May 2024). On a sale or transfer, an insider reports the change to the issuer by the 5th of the next month; the issuer files by the 15th (Art. 25(2)). A holder above 5% declares a 1% change within 2 days and a lender passing 5% within 10 days, publicly on MOPS (Declaration Regulations Arts. 6, 7). Securities and Exchange Act Arts. 25(2), 25(4), 43-1(1)
Regulations Governing the Declaration of Acquisition of Shares under SEA Art. 43-1(1), Arts. 6, 7
27 October 2026
Thailand Pledgor and lender: whether a pledge or its enforcement triggers a report under Securities and Exchange Act ss 59 or 246: Check with local counsel. Issuer: discloses immediately a change in major shareholders’ holdings (over 10% of paid-up capital) that changes control, and publishes an updated shareholder list after a s 246 report (SET, September 2026). Check with local counsel. Where an enforcement sale leads to a s 246 report, the issuer closes its register within five working days after the month-end and its updated shareholder list follows within 14 days of book closing (SET material-events requirements, September 2026). Timing of the s 246 report itself: Check with local counsel. SET, Disclosure of Material Events (summary of SET requirements, September 2026) 27 October 2026
United Arab Emirates Investors, issuers and foreign issuers, under ownership-disclosure rules that the market (ADX or DFM) sets for listed instruments (Capital Market Law, Decree-Law No. 33 of 2025, Art. 33(4)); earlier SCA resolutions stay in effect where consistent until replaced (Art. 82). Whether a pledgor or lender must disclose a pledge: Check with local counsel. Thresholds not confirmed: no current official text of the SCA Disclosure and Transparency Regulations (Decision No. 3 of 2000) was read, and ADX or DFM may replace them under Art. 33(4). Check with local counsel. The central depository records pledges (Art. 20(2)). Check with local counsel. Pledges, seizures and other encumbrances are recorded by the central depository (Art. 20(2)); how a lender’s acquisition or sale on enforcement must be reported depends on the ADX or DFM ownership-disclosure rules and any carried-over SCA regulations (Arts. 33(4), 82). Federal Decree-Law No. 33 of 2025 on the Regulation of the Capital Market, Arts. 20(2), 33(4), 82, 85
Federal Decree-Law No. 32 of 2025 concerning the Capital Market Authority, Arts. 2, 30
27 October 2026
United Kingdom Pledgor: a holder crossing a DTR 5 threshold. Lender: only if it controls the votes on shares lodged as collateral and declares an intention to exercise them (DTR 5.2.1R(c); title transfer: DTR 5.1.3R(5)). Directors and other PDMRs: a pledge securing a specific credit facility (UK MAR Art. 19(7)(a)). Issuer: publishes both. DTR 5.1.2R: 3%, 4%, 5% and each 1% to 100% (UK issuer); 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75% (non-UK issuer). UK MAR Art. 19(8): PDMR transactions once EUR 5,000 is reached in a calendar year; a custody-account pledge is notifiable only once designated to secure a specific credit facility (Art. 19(7)). A lender acquiring or controlling the votes, and a pledgor falling through a threshold, notify the issuer within two trading days, four for a non-UK issuer (DTR 5.8.3R); the issuer publishes by the end of the next trading day, or the third (DTR 5.8.12R). PDMR treatment of an enforcement sale: Check with local counsel. FCA Handbook DTR 5.1.2R, 5.1.3R(5)
FCA Handbook DTR 5.2.1R(c)
FCA Handbook DTR 5.8.3R, 5.8.12R
UK MAR Article 19(1), (3), (7)(a), (8)
27 October 2026
United States Pledgor: a holder of more than 5% that files Schedule 13D describes pledged shares under Item 6. Issuer: its ownership table footnotes shares pledged by directors, nominees and named executive officers (Item 403(b)) and describes known pledges whose operation may later change control (Item 403(c)). Lender: only once it is a beneficial owner (Rule 13d-3(d)(3)). Schedule 13D: more than 5% of a voting equity class registered under Section 12, filed within five business days; amendments within two business days of a material change, a 1% acquisition or disposal being material (Rules 13d-1(a), 13d-2(a)). Item 6 need not cover “standard default and similar provisions contained in loan agreements”. Item 403(b) has no threshold. On default, a pledgee given voting or investment power over more than 5% is deemed the beneficial owner from the default date and files Schedule 13D within five business days, or 13G if eligible (SEC C&DI 105.01). A pledgor filing on 13D amends within two business days (Rule 13d-2(a)). Form 4 treatment: Check with local counsel. Regulation S-K Item 403(b), (c) (17 CFR 229.403)
SEC C&DI 129.04 (Item 403(b) pledged shares)
Schedule 13D Item 6 (17 CFR 240.13d-101)
Rules 13d-1(a) and 13d-2(a) (17 CFR 240.13d-1, 13d-2)
Rule 13d-3(d)(3) (17 CFR 240.13d-3)
SEC C&DI 105.01 (pledgee after default)
27 October 2026
Vietnam Pledgor: as major shareholder (Circular 96/2020 Art. 31) or internal person (Art. 33); whether granting the pledge is itself reportable: Check with local counsel. Lender: a securities company selling an internal person’s pledged shares must disclose (Art. 25(3)); any lender reaching 5% reports under Art. 31. Issuer: posts reports within three working days (Art. 31(6)). Major shareholder: reaching or leaving 5% of voting shares and each 1% threshold crossed, within five working days (Art. 31). Internal persons: trades from VND 50 million a day or VND 200 million a month at par, announced three working days before and reported within five after (Art. 33(1); 2026 changes: Check with local counsel). A securities company selling margin or pledged shares of an internal person discloses on its website and tells the client by the end of the trading day, so the client can report under Art. 33 (Art. 25(3)). A sale crossing a 1% threshold or leaving 5% is reported within five working days (Art. 31). Law on Securities No. 54/2019/QH14, Arts 118, 127 and 128
Circular 96/2020/TT-BTC Arts 25(3), 31 and 33 (Official Gazette Nos 13+14, 4 January 2021)
Circular 68/2024/TT-BTC Art. 4 (amending Arts 25 and 33 of Circular 96/2020)
Circular 18/2025/TT-BTC Art. 2 (amending Arts 25(8) and 33 of Circular 96/2020)
27 October 2026

What do insider and company anti-pledging policies require?

Disclosure rules and company policies do different jobs. In the United States, Item 403(b) of Regulation S-K requires the issuer’s ownership table to footnote the shares that directors, nominees and named executive officers have pledged as security, and SEC staff read shares subject to a negative pledge as pledged (C&DI 129.04).

Item 403(c) adds any known arrangement, including a pledge by any person, whose operation may later result in a change in control. Company policies can restrict pledging further, and filings show the range. Oracle’s proxy statement filed on 25 September 2026 describes an anti-pledging policy for all employees and directors with a single named exception, whose pledging arrangements its Governance Committee reviews each quarter.

Tyler Technologies’ proxy statement filed on 23 March 2026 says that non-employee directors and executive officers subject to its stock ownership guidelines are discouraged from pledging company securities and prohibited from doing so to the extent of those guidelines. A director or officer planning a facility should read the issuer’s policy and any pre-clearance procedure first; the wider founder case is covered in founder Lombard loans.

In the United Kingdom and Canada the insider rules reach the pledge directly. A UK director’s pledge that secures a specific credit facility is a notifiable transaction under UK MAR Article 19, and Canada exempts a reporting insider’s pledge from insider reporting only where recourse against the insider is unlimited, a point that matters for non-recourse Lombard loans.

What changes when a lender enforces?

Enforcement changes who holds the shares, which is what holdings rules track. The pledgor’s stake falls, the lender or a buyer may cross a threshold, and carve-outs for ordinary-course lenders can narrow or end.

In the United States, SEC staff treat a pledgee whose agreement gives it voting or investment power on default as the beneficial owner from the date of default, with a Schedule 13D due within five business days if it then holds more than 5% (C&DI 105.01). In Canada, a pledgee’s reporting relief ends once it is legally entitled to sell the securities to repay the debt, subject to a de minimis exception.

For the pledgor, a sale on enforcement is a disposal like any other. A UK holder falling through a DTR 5 threshold notifies the issuer within two trading days, an Australian substantial holder gives notice within two business days of a 1% movement, and a South African holder notifies the company within three business days of leaving a multiple of 5%.

Directors and officers face a second set of notices: an Australian listed company lodges an Appendix 3Y within five business days of a change in a director’s interests, and a Canadian reporting insider files within five days. A forced sale of a controlling stake can also move control, and a US issuer must already describe known pledges whose operation could produce a change in control (Item 403(c)).

How a default is called, and how the shares are then sold, depends on the security documents and the governing law, explained in how a Lombard loan is secured and in what happens if your shares fall. The enforcement terms are read clause by clause in the Lombard term sheet explained, and the case of a strategic stake in controlling-shareholder financing.

Written by

Matthias Roth

Head of Markets, Lombard Financing

Matthias leads market execution at Lombard Financing, covering exchange-specific eligibility, custody, cross-border settlement, and the disclosure regimes that shape each facility across the firm’s markets.

Global equity markets · Custody · Cross-border settlement · Disclosure regimes

Published 27 October 2026

FAQ Common Questions

Pledge disclosure, answered.

Q · 01Does pledging shares have to be disclosed like a sale?
Not as such. A pledge leaves the borrower as the owner, so it is disclosed only where a market’s rules reach it: for example a director’s pledge under UK MAR Article 19, or a description of pledged shares in a US Schedule 13D or a Canadian early warning report. A sale or transfer on enforcement is different, because it changes who holds the shares and triggers holdings notices.
Q · 02Does the lender have to disclose that it holds pledged shares?
Not while it is only a secured lender in the markets with express carve-outs, such as SEC Rule 13d-3(d)(3) in the United States, NI 62-103 Part 8 in Canada and section 609(1) of Australia’s Corporations Act, where their conditions are met. The position changes around default: SEC staff treat a pledgee given voting or investment power on default as a beneficial owner from that date, and Canada’s relief ends once the lender may sell to repay the debt.
Q · 03Must a director disclose a pledge of their own company’s shares?
In several markets, yes. A UK director’s pledge is notifiable once it secures a specific credit facility; a US issuer footnotes the shares its directors and named executive officers have pledged; and a Canadian reporting insider’s pledge is exempt from insider reporting only where recourse against the insider is unlimited. Company policies can go further and restrict or prohibit pledging, so the issuer’s policy is worth reading first.
Q · 04Is a non-recourse Lombard loan treated differently?
In Canada, yes. The insider-reporting exemption for pledges applies only where there is no limitation on recourse against the insider, so a reporting insider who pledges shares for a non-recourse or limited-recourse loan, including a loan to a holding company the insider owns or controls, falls outside it and must report. The other rules summarised here for the United States, the United Kingdom and Australia do not turn on recourse.

Considering a facility over a listed stake near a disclosure threshold? Speak with a principal.

Request terms →