FCA director dealing rules — the UK disclosure regime in 5 minutes
Statutory basis, who's a PDMR, the £20,000 floor, and what happens when the FCA catches a late filing.
The UK rules on director dealings sit at the intersection of two regulatory regimes: UK MAR (the substantive obligation) and the FCA Handbook (the supervisory layer). This guide unpacks both.
Statutory basis. UK MAR is the onshored version of EU Regulation 596/2014, retained in UK law under the European Union (Withdrawal) Act 2018 and amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019. The substantive director-dealing rule is Article 19 of UK MAR — every PDMR and every closely-associated person must notify both the issuer and the FCA of every transaction in the issuer's shares, debt, or linked derivatives within three business days of the trade.
Where the FCA Handbook fits in. The FCA's Disclosure Guidance and Transparency Rules (DTR) cross-reference UK MAR Article 19 in DTR 3 and impose the corresponding obligation on the issuer side: companies must publish PDMR notifications via a Regulatory Information Service (in practice, the LSE's RNS) under category code DSH. The SYSC sourcebook governs the systems and controls a firm needs to identify and monitor its PDMRs and closely associated persons.
Who's a PDMR under FCA rules. The FCA's reading of Article 3(1)(25) of UK MAR is broad. PDMRs are: (1) members of the administrative, management or supervisory body of the issuer — i.e., every executive and non-executive director; and (2) senior executives who both have regular access to inside information *and* the power to take managerial decisions affecting the company's development. For a typical FTSE-listed company that's around 8–15 individuals: the executive board, the non-executive directors, the company secretary if on ExCo, and a small number of divisional or functional heads.
Closely-associated extension. The disclosure net captures the PDMR's spouse or civil partner, dependent children, any relative who has shared the PDMR's household for at least 12 months at the date of transaction, and any legal entity (company, trust, foundation) where the PDMR or one of the above is on the management body or holds a controlling interest. See PDMR vs. closely associated person for worked examples.
The £20,000 floor. Article 19(8) of UK MAR sets a default *de minimis* aggregate-per-calendar-year floor of €5,000 below which transactions don't have to be reported. Article 19(9) gives national competent authorities discretion to raise the floor up to €20,000. The FCA has exercised that discretion at the full €20,000 cap (≈£17,000), the same as most EU regulators. Once aggregate transactions in a calendar year cross the line, every individual transaction in that year — including the ones below threshold — becomes reportable retrospectively.
What has to be reported. Any transaction in the issuer's shares, debt instruments, or related derivatives — by definition broader than just open-market purchases. In scope: open-market buys and sells, option exercises, acceptance of share awards, gifts (in either direction), inheritance, subscription to rights issues, pledges of shares as collateral, and lending. Out of scope: salary paid in cash, transactions in third-party shares, and transactions in instruments not linked to the issuer.
The closed-period rule. A separate but related obligation under Article 19(11): PDMRs cannot trade in their company's shares during the 30 calendar days before announcement of an interim or year-end financial report. This is enforced independently of the disclosure regime — a closed-period breach is a market-abuse offence even if the PDMR did file the resulting transaction.
Penalties for breach. The FCA has censured and fined PDMRs and issuers for late or missed filings. Recent cases include fines for individual directors who failed to disclose family-trust transactions, and for issuers that delayed onward publication via RNS. Fines tend to be in the £20,000–£100,000 range for individuals and higher for issuers; the FCA also publishes the fact of the breach, which carries reputational cost beyond the financial penalty. See the FCA's enforcement pages for the running list.
How the FCA regime compares to EU MAR. Substantively, almost identical: same Article 19 wording, same three-business-day deadline, same closely-associated extension, same €20,000 floor (most EU regulators also took the cap). Procedurally, the difference is the filing pipeline — UK PDMRs file via the FCA's Electronic Submission System (ESS) and the issuer's RNS, where EU PDMRs file through each member-state's national competent authority portal (BaFin in Germany, Finansinspektionen in Sweden, AMF in France, and so on). For the EU view see our MAR Article 19 deep dive.
Tracking compliance in practice. Companies typically maintain an internal PDMR list, brief each PDMR annually on their obligations, and route every notification through the company secretary's office to ensure dual filing (FCA + RNS) within the deadline. To monitor what gets filed *across* UK-listed companies, see how to track director dealings in the UK or browse live filings on the InsideREU director dealings hub.