CMA Approves New Provisions to Strengthen IPO Practices in Saudi Arabia

The CMA Board approved provisions that tighten underwriter commitments, require book-building orders to reflect real liquidity, and add forward-looking disclosure to IPO prospectuses, effective on publication.

What was announced

On 2 November 2026 the Capital Market Authority (CMA) announced that its Board had approved a set of regulatory provisions to enhance initial public offering (IPO) practices. The CMA states that the provisions apply from the date of publication. They follow a draft that the regulator put out for a 30-day public consultation on 22 September 2026.

Key details

The provisions cover three areas of the offering process:

• Underwriting: the underwriting agreement must be signed and in force before book-building starts, and the underwriter's commitment to buy all offered shares takes effect from the start of book-building. If shares taken up by the underwriter would cause the issuer to fall short of the Listing Rules, the shares will not be listed and the underwriter must buy all offered shares. The agreement may set out how such shares are later disposed of.
• Book-building orders: orders placed by participating entities must match the investor's actual available liquidity. Evidence of financial capacity is limited to cash or cash equivalents, and orders become binding for payment no later than the subscription payment deadline set in the prospectus.
• Forward-looking information: issuers must disclose forward-looking statements and forecasts, including financial performance indicators, in the prospectus or registration document. Coverage runs for the rest of the latest financial period and at least the following financial year. Disclosures must be clear, not misleading and based on reasonable, measurable grounds, and must explain the methodology, material assumptions and key risks. The financial advisor is expected to apply professional due diligence before forming a reasonable opinion on these statements.

Why it matters for businesses

For companies preparing to list, the changes raise the bar on preparation. Management teams will need a documented forecasting process that can stand up to adviser review, and boards should expect closer questioning of assumptions before a prospectus is filed. For underwriters and financial advisors, the provisions shift more risk and responsibility onto them earlier in the timetable. The CMA says the aim is to reduce transaction risk, improve discipline in offerings, align the interests of the parties involved and make information available to investors more reliable.

The CMA has said that questions and answers on the provisions will be added to its FAQs for implementing regulations. The full text of the amended provisions should be read alongside the announcement, as the announcement itself does not list the specific articles changed.

What to watch next

• Publication of the full provisions and the related FAQs on the CMA website.
• How offerings already in preparation adjust their timetables and prospectus content.
• Market practice on forecast disclosure in the first IPOs priced under the new rules.

What businesses may want to do

Companies considering a listing on the Main Market or Nomu may wish to review their budgeting and forecasting processes, financial reporting quality and governance documentation now, and discuss the new requirements with their financial advisor and underwriter before setting an offering timetable. This summary is for information only and is not legal or investment advice.

Sources

• Capital Market Authority: The CMA Approves the Regulatory Provisions to Enhance IPO Practices
• Capital Market Authority: Public consultation on draft regulatory provisions to enhance IPO practices (22 Sep 2026)

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