What changed between the draft committee report and the plenary report

DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

9 unchanged paragraphs

on the proposal for a regulation of the European Parliament and of the Council amending Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation

(COM(2025)0826 – C100124/2025 – 2025/0826(COD))

(Ordinary legislative procedure: first reading)

The European Parliament,

– having regard to the Commission proposal to Parliament and the Council (COM(2025)0826),

– having regard to Article 294(2) and Article 114 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C100124/2025),

– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

– having regard to the opinion of the European Central Bank of 11 November 2025,

– having regard to the opinion of the European Economic and Social Committee of 18 September 2025,

Added:– having regard to the report of 9 September 2024 by Mario Draghi entitled ‘The future of European competitiveness’,

Added:– having regard to the report of 17 April 2024 by Enrico Letta entitled 'Much More Than A Market’,

– having regard to Rule 60 of its Rules of Procedure,

Changed:– having regard to the report of the Committee on Economic and Monetary Affairs (A100000/2025),(A10-0138/2026),

1. Adopts its position at first reading hereinafter set out;

2. Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;

3. Instructs its President to forward its position to the Council, the Commission and the national parliaments.

Change 1

Removed:Recital 3: (3) To enhance transparency and to ensure consistent regulatory treatment aiming at reducing costs for issuers, a definition of public and of private securitisation should be introduced. A securitisation should be deemed public whenever a prospectus is required to be published. Defining those types of transactions as public, by virtue of their accessibility to a broad range of investors, should ensure that such transactions are subject to the appropriate transparency requirements and regulatory scrutiny and contribute to better market oversight and functioning.

Added:AMENDMENTS BY THE EUROPEAN PARLIAMENT*

Removed:Recital 8: (8) Investors should be allowed to conduct simplified due diligence to investments in repeat transactions where key risk characteristics are already well understood. For those purposes, investment in repeat transactions should be considered as investment in securitisation positions issued by the same originator, backed by the same type of underlying assets, exhibiting the same structural features, and offering the same or lower level of credit risk compared to previous investments. For that purpose, a definition of repeat transactions should be introduced in Regulation (EU) 2017/2402. Those changes should ensure consistency in due diligence practices while facilitating investor participation in well-known and transparent structures.

Added:to the Commission proposal

Removed:Recital 10: (10) Transactions where the first loss tranche is either held or guaranteed by the Union, national promotional banks or institutions within the meaning of point (3) of Article 2 of Regulation (EU) 2015/1017 of the European Parliament and of the Council4 inherently possess characteristics that mitigate the need to carry out the full due diligence and fulfil the risk retention requirement. These transactions carry an assurance by the guarantor, who carries out due diligence processes before affording such a guarantee. This assessment removes the need for the institutional investors to perform a full due diligence assessment under Regulation (EU) 2017/2402. Furthermore, the essence of a guarantee is the assumption of risk by the guarantor. Therefore, it is appropriate to lift the risk retention requirement. These changes are expected to crowd in private investment in derisked structures with a public guarantee. By extension, securitisations of non-performing exposures that benefit from public guarantees should be considered to comply with the risk retention requirement where the originator, sponsor or original lender retains a vertical slice of all tranches and one or more tranches are fully guaranteed by eligible public entities.

Added:---------------------------------------------------------

Removed:Recital 12: (12) The disclosure requirements should consider the granularity of the underlying pool of exposures, i.e. how many loans are in the underlying pool. In addition, it is important to consider the average maturity of the underlying exposures. Loan level disclosure for highly-granular pools of very short-term exposures can be particularly costly and entails a considerable burden for issuers, often without offering significant benefits in terms of additional information to investors. Therefore, for example, disclosure requirements for securitisations of credit card exposures should not need to encompass reporting at the level of each individual underlying exposure. However, in truly justified cases, the competent authorities could still have the possibility to ask for additional information, in a proportionate way, to ensure that they have an overview of the market, including on the exposures that constitute the underlying pool, in carrying out their duties under Regulation (EU) 2017/2402.

Added:2025/0826(COD)

Removed:The mention of “certain types of consumer loans” is too vague, and will generate divergences of approaches between NCAs.

Added:Proposal for a

Removed:Recital 14: (14) The reporting framework should account for the specific characteristics of private securitisations. A dedicated and simplified reporting template for private securitisations should be developed, since it should not be required to report the same amount of information for private securitisations as for public securitisations. In specifying the details of reporting requirements, the information required to be reported should be aligned as closely as possible with other well-established templates, in particular with the guide on the notification of securitisation transactions developed by the European Central Bank in accordance with Article 6(5), point (a), of Council Regulation (EU) No 1024/20136. Any future changes to the European Central Bank guide should be assessed and the reporting templates may need to be reviewed in line with the set goal of simplifying reporting for all types of private securitisations.

Added:REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

Removed:Recital 18: (18) To ensure the consistent selection of the underlying exposures in a securitisation and to enable investors to assess the credit risk of the asset pool prior to investment, active portfolio management on a discretionary basis of a securitisation exposure is prohibited for STS transactions. Article 26b of Regulation (EU) 2017/2402 contains an exhaustive list of permitted management activities and stipulates that certain activities should not be considered active portfolio management on a discretionary basis and therefore not be prohibited. It is necessary to update that list to include removals due to sanctions imposed on an entity during the life of the transaction or fraudulent practices, or amendments to the loan due to a change in the law affecting the enforceability, which are outside the control of the originator. Both circumstances would have an impact on the enforceability of the underlying exposures (beyond the control of the originator) and the removal of those underlying exposures should not be considered as active portfolio management on a discretionary basis.

Added:amending Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation

Removed:Active portfolio management is prohibited only for STS transactions.

Added:(Text with EEA relevance)

Removed:Recital 24: (24) To ensure the effective implementation and enforcement of Regulation (EU) 2017/2402, it is necessary to clarify the responsibilities of competent authorities in supervising the compliance of all relevant parties involved in a securitisation. Competent authorities should oversee the conduct of originators, sponsors, original lenders, and SSPEs.

Added:THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Removed:The verification by NCAs of the compliance on an individual basis would be impossible considering the amount of securitisation transactions in some Member States.

Added:Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,

Removed:Recital 25: (25) In order to strengthen compliance with, and to enhance the effectiveness of, Regulation (EU) 2017/2402, the scope of sanctioning powers under Article 32 of that Regulation should be broadened to explicitly include infringements of due diligence obligations. Institutional investors play a key role in ensuring the soundness and transparency of the securitisation market by conducting appropriate due diligence before and during their exposures. To ensure consistent enforcement across the Union of those due diligence requirements, it should be specified that failure to comply with those requirements is to be subject to remedial measures and administrative sanctions by competent authorities. However, if the sanctioning regime for infringements of the due diligence requirements is too harsh, new investors might be disincentivised from participation. Therefore, a more proportionate sanctioning regime vis-à-vis institutional investors as compared to the sanctions applicable to the sell-side requirements would be better suited to achieve the objective of widening the investor base in securitisation markets. Furthermore, the imposition of administrative sanctions on institutional investors under Regulation (EU) 2017/2402 in addition to the punitive prudential treatment available under existing sectoral regulatory regimes could be considered disproportionate. Regulation (EU) No 575/2013 already provides that the competent authorities are to impose a proportionate additional risk wei…

Added:Having regard to the proposal from the European Commission,

Removed:Recital 30 a (new): (30a) The development of securitisation platforms, currently being assessed by the ECB, could help enhance standardisation, transparency and efficiency in European securitisation markets, as well as lower barriers to entry for smaller market participants, foster the creation of supportive service ecosystems, and contribute to financial stability while complementing existing support programmes.

Added:After transmission of the draft legislative act to the national parliaments,

Removed:Regulation (EU) 2017/2402

Added:Having regard to the opinion of the European Central Bank,

Removed:Article 1 – paragraph 1 – point 1, Article 1 – paragraph 2 – subparagraph 1 a (new): This Regulation shall not apply to securitisations where the underlying exposure or pool of exposures held by a national promotional bank or institution as defined in Article 2, point (3), of Regulation (EU) 2015/1017 is covered by a first-loss tranche guarantee provided by any of the entities referred to in Article 6(5), points (a), (b), (d), (e) and (f), of this Regulation and where those entities have established and approved the eligibility criteria for the guaranteed exposures prior to the creation of the exposures, and no other party has discretion to alter or override such criteria.

Added:Having regard to the opinion of the European Economic and Social Committee,

Removed:When national promotional banks use tranched guarantees from the EU or Member States to share risks for public-policy purposes, these arrangements are currently treated as synthetic securitisations, triggering extensive originator obligations that provide no added value in this context. Adjusting the framework is necessary to avoid disproportionate operational burdens and to ensure that promotional activities can continue efficiently despite tight budget conditions.

Added:Acting in accordance with the ordinary legislative procedure,

Removed:Regulation (EU) 2017/2402

Added:Whereas:

Removed:Article 1 – paragraph 1 – point 2, Article 2 – paragraph 1 – point 32: (32) ‘public securitisation’ means a securitisation for which a prospectus is required to be drawn up pursuant to Article 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council 10a; / (deleted) / (deleted) / (deleted) / 10a Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12, ELI: http://data.europa.eu/eli/reg/2017/1129/oj). / (deleted) / (deleted)

Added:(1) Securitisation can boost investment by allowing banks to transfer risks to those that are able to bear them and thereby free up their capital, which they could use for additional lending to households and businesses, including small and medium-sized enterprises (SMEs). Regulation (EU) 2017/2402 of the European Parliament and of the Council, covering both simple, transparent and standardised (STS) and non-STS securitisations, has strengthened market transparency, safety, and standardisation. At the same time, that Regulation should be further simplified to more fully exploit the benefits that securitisations can offer.

Removed:The amendment preserves the current definitions of public and private securitisations for transparency purposes, avoiding an expansion of “public securitisations” beyond those with a prospectus, and preventing market disruption or unintended effects.

Added:(2) It is important that financial institutions employ their capital where it is most needed to reach the Union’s economic goals and funding the real economy. In addition to the flexibility provided for by the existing rules, targeted changes to Regulation (EU) 2017/2402 would ensure that the Union securitisation framework better supports investments in the economy and facilitates lending to businesses.

Removed:Regulation (EU) 2017/2402

Added:(3) To enhance transparency and to ensure consistent regulatory treatment aiming at reducing costs for issuers, a definition of public and of private securitisation should be introduced. A securitisation should be deemed public whenever a prospectus is required to be published or where the underlying pool of exposures is actively managed by the originator or sponsor. Defining those types of transactions as public, by virtue of their accessibility to a broad range of investors, should ensure that such transactions are subject to the appropriate transparency requirements and regulatory scrutiny and contribute to better market oversight and functioning.

Removed:Article 1 – paragraph 1 – point 2, Article 2 – paragraph 1 – point 33: (33) ‘private securitisation’ means a securitisation that is not a public securitisation;

Added:(4) Due diligence requirements should be proportionate to the risk profile of securitisation positions. Investor due diligence should therefore be focused on the risks characteristics and structural features that can materially affect the performance of the securitisation, avoiding duplicative, overly burdensome or generic obligations that may not be meaningful across different types of securitisation. For the same reason, due diligence obligations should be streamlined, thus reducing unnecessary costs for investors — particularly in lower-risk securitisations — and fostering more proportionate and risk-sensitive investor behaviour in the securitisation market.

Removed:Regulation (EU) 2017/2402

Added:(4a) The due diligence requirements applicable to securitisations issued by third-country entities currently oblige such issuers to comply with the Union’s disclosure requirements, in particular the use of the standardised disclosure templates laid down in the delegated acts under Regulation (EU) 2017/2402. This obligation creates unnecessary barriers to investment, as it requires third-country issuers to replicate the Union’s regime even where equivalent or substantially similar information is already provided under their domestic frameworks. To avoid limiting investment opportunities for Union investors and to support the development of a strong investor base for securitisations within the Union, the requirements should be adjusted so that Union investors, as part of their due diligence, verify that third-country issuers provide information which is substantively equivalent to the transparency standards set out in accordance with Regulation (EU) 2017/2402, without mandating formal adherence to the Union’s disclosure templates.

Removed:Article 1 – paragraph 1 – point 2, Article 2 – paragraph 1 – point 33 a (new): (33a) 'repeat transactions' means transactions carried out by an investor on securitisation positions where those positions meet all of the following criteria: / (a) they have the same originator; / (b) they are backed by the same type of underlying assets; / (c) they display the same structural features, notably concerning the number and hierarchy of tranches, credit enhancement mechanisms and cash flow distribution; / (d) they are presented to the market as a repeated and programmatic issuance with a similar name.