A listing on the Saudi Exchange comes with a second job. Alongside running the business, you now have to tell the market the truth, on time, in a form the market can act on. That job is disclosure — and for a listed company it is not housekeeping. Every announcement you publish joins a permanent public record that analysts, institutions, and individual shareholders read before they buy, hold, or sell your shares.
Get it right and trust compounds, cycle after cycle. Get it wrong — late, vague, inconsistent, or incomplete — and you spend credibility you cannot easily buy back, sometimes with the regulator watching. This guide sets out how the system actually works for a company listed in Saudi Arabia: who regulates what, the disclosures you owe on a calendar, the disclosures you owe the moment something material happens, how the Efsah platform fits in, what the February 2026 market-access reform changed, and the mistakes we see most often.
Who regulates what: CMA, the Saudi Exchange, and Efsah
Three names come up constantly. They are not interchangeable.
- The Capital Market Authority (CMA / هيئة السوق المالية) is the regulator. It writes the rules — including the Rules on the Offer of Securities and Continuing Obligations — and it enforces them. Your disclosure obligations ultimately derive from CMA rules.
- The Saudi Exchange (Tadawul) is the market operator. It runs the Main Market and the Nomu – Parallel Market, sets the listing rules, and operates the systems through which you disclose.
- Efsah (إفصاح) is the electronic disclosure platform operated through Tadawul. It is the channel a listed company uses to publish official announcements. If it did not go out on Efsah, the market has not formally been told.
One line to hold it by: the CMA makes the rules, Tadawul runs the market, and Efsah is the megaphone.
The two pillars of continuing-obligation disclosure
Everything a listed company must disclose sits in one of two buckets.
- Periodic disclosure — financial and corporate reporting on a fixed calendar.
- Ongoing (ad-hoc) disclosure — material developments, disclosed as they happen, not on a schedule.
Most failures happen at the seam between the two. A company has its quarterly calendar under control, then freezes when something material lands between reporting dates. Both pillars carry equal weight.
Pillar 1 — The periodic-reporting calendar
On the Main Market, financial reporting runs on this cycle:
| Disclosure | Deadline | Notes |
|---|---|---|
| Interim (quarterly) financial statements | Within 30 days of each quarter-end | Reviewed by the external auditor, not fully audited; mandatory in both Arabic and English |
| Annual financial statements | Within 90 days of the financial year-end | Audited; the most scrutinized document of the year |
| Board of Directors' report | Forms part of the annual disclosure package; presented to shareholders at the AGM | Covers strategy, performance, governance, risks, and related-party transactions |
| AGM / General Assembly notices & results | Per the rules and the company bylaws | Convening notice, agenda, and voting outcomes |
A note before anyone copies these dates onto a planning sheet: the Nomu – Parallel Market reports on a different rhythm. Nomu issuers file half-yearly financial statements within 45 days of the period-end — not quarterly. More on that distinction below.
Two things make periodic reporting harder than the calendar suggests. First, bilingual precision. Results are read in Arabic and English, and the two versions have to say exactly the same thing. A figure or a nuance that drifts between languages is a live disclosure risk, not a translation quibble. Second, narrative consistency. Each quarter should connect to the strategy you stated last quarter, so a sophisticated reader sees one story building over a year rather than four disconnected updates.
Pillar 2 — Material (ad-hoc) disclosure
Between reporting dates, you must disclose any material development — broadly, anything a reasonable investor would weigh in deciding whether to trade your shares, or that could move the price.
The rules don't give an exhaustive list, but they do name the usual triggers, often with hard thresholds attached:
- Buying or selling an asset worth 10% or more of net assets
- A loss equal to 10% or more of net assets
- Entering or unexpectedly terminating a contract worth 5% or more of gross revenues
- A related-party transaction equal to 1% or more of gross revenues
- Significant litigation where the value is 5% or more of net assets
- Mergers, acquisitions, disposals, or major investments
- A material change in expected results — the profit warning
- Changes to capital, dividends, or debt structure
- A change in board members or the CEO
- A significant change in a 5%-or-greater shareholder
The governing principle is timeliness. Material information must be disclosed without delay, through Efsah, so no one trades on it before the whole market has it. Until you disclose, it is inside information, and it has to be controlled absolutely. So the two cardinal rules between dates are simple: disclose material information promptly, and protect it until you do.
A test we run with clients: if this leaked tomorrow and the price moved, would a regulator expect us to have disclosed it already? If the honest answer is yes, you are already late.
How an Efsah disclosure actually flows
A clean ad-hoc disclosure runs like this:
- Identify the event and assess materiality early — against a pre-agreed framework, not a judgment call made under pressure.
- Draft the announcement in Arabic and English, meeting the content requirements: what happened, the financial impact, the effect on the company.
- Verify against current CMA and Tadawul requirements. Nothing leaves without that check.
- Publish through Efsah, before the relevant trading session where required, so the market is informed before it trades.
- Keep the record consistent with what you've said before and what you'll say next.
What separates strong issuers from the rest is having steps 1 to 3 ready before the event. The weak ones improvise on the day.
Main Market vs. Nomu – Parallel Market
Saudi Arabia runs two markets, and their disclosure regimes differ in ways that matter for planning.
The Main Market carries the full continuing-obligation regime above — quarterly interims, annual statements within 90 days, the board report, the lot. It is built for larger, established issuers.
Nomu – the Parallel Market is built for smaller and growth companies, with a qualified-investor focus and lighter obligations. The clearest practical difference is reporting frequency: Nomu issuers report half-yearly, within 45 days of the period-end, rather than every quarter. The ad-hoc pillar still applies in full — a material development on Nomu must be disclosed without delay, exactly as on the Main Market. The bar to list and report is lower; the duty to be truthful and timely is not.
Many companies treat Nomu as a stepping stone: build a credible disclosure track record there, then carry that discipline into a Main Market migration. The ones that move up most smoothly are those that ran Main Market-grade disclosure while still on Nomu.
What the February 2026 reform changed for issuers
This is the part of the picture that changed most recently, and it changes the audience for your disclosures.
Effective 1 February 2026, the CMA opened the Main Market to all categories of foreign investor, who can now invest directly in listed shares regardless of residency or investor class. The old gatekeeping mechanisms are gone: the Qualified Foreign Investor (QFI) regime that had governed foreign access since 2015, and the swap-agreement framework used to give synthetic exposure, were both abolished. The ownership ceilings stay in place — a 10% cap per issuer for an individual non-resident foreign investor and a 49% aggregate foreign-ownership cap per issuer, with Foreign Strategic Investors excluded from the 49% calculation and subject to a two-year lock-up.
Deepening the foreign-investor base is a core Vision 2030 capital-market-deepening goal, and this reform is a direct expression of it. For an issuer, the practical consequence is a higher bar. A larger share of the people reading your filings are now international institutions investing directly, and they expect English-language reporting of equal quality to the Arabic, clear governance and ESG disclosure, and a consistent investment narrative they can underwrite. The investor reading your disclosures is increasingly global. Your reporting has to meet a global standard to compete for that capital.
Five disclosure pitfalls we see most often
- Treating an Efsah announcement as a formality. It is read by people making buy/hold/sell calls. It deserves the care of an investor presentation, not a compliance box.
- Language drift. The Arabic and English versions diverge on a number, a date, or a nuance. Both are mandatory and both are official — and where they conflict, the Arabic prevails. A discrepancy is a regulatory exposure, not a typo.
- Hesitating on materiality. Debating for two days whether something is "material enough" is itself the failure. Decide fast against a pre-agreed framework.
- An inconsistent narrative. This quarter contradicts last quarter. Sophisticated readers notice, and it costs you credibility you'll want later.
- Weak inside-information controls. Material information circulates too widely before disclosure, creating leak and trading risk — and the regulator treats that seriously.
Frequently asked questions
What is the difference between the CMA and Tadawul? The CMA is the regulator that writes and enforces the rules. Tadawul (the Saudi Exchange) is the market operator that runs the Main Market and Nomu and provides the systems — including Efsah — through which companies disclose.
What is Efsah? Efsah (إفصاح) is the electronic disclosure platform, accessed through Tadawul, that listed companies use to publish official announcements to the market.
How quickly must a listed company disclose material news? Without delay, through Efsah, so the whole market is informed before anyone can trade on it. Until it is disclosed, the information is inside information and must be controlled.
Do companies have to disclose in both Arabic and English? Yes. Since 1 January 2021, every Main Market issuer must make its notifications and public disclosures in both Arabic and English. The two versions must be identical, and where they conflict, the Arabic text prevails.
When are financial statements due? On the Main Market: quarterly interim statements within 30 days of each quarter-end, and audited annual statements within 90 days of the financial year-end. On Nomu, financial statements are filed half-yearly, within 45 days of the period-end.
Does Nomu have the same disclosure rules as the Main Market? No. Nomu has lighter periodic obligations — half-yearly rather than quarterly reporting — suited to smaller and growth companies. The Main Market carries the full regime. The duty to disclose material developments without delay applies to both.
How Elevare Partners helps
Disclosure is where investor trust is won or lost, one announcement at a time. Elevare Partners builds and runs investor-relations programs for Saudi listed companies that treat disclosure as a strategic asset rather than a compliance chore: bilingual quarterly and annual reporting drafted natively in both languages, Efsah announcements verified against current CMA and Tadawul requirements before they go out, and a consistent investment narrative that compounds credibility across every reporting cycle — all powered by our proprietary PRISM framework.
If your company is preparing to list, migrating from Nomu to the Main Market, or sharpening its disclosure to the standard international institutions now expect, talk to us.
This article is general information, not legal, financial, or investment advice. Disclosure requirements are set and amended by the Capital Market Authority and the Saudi Exchange; confirm current rules and deadlines against the official rulebooks, and seek tailored professional advice for your company's circumstances.