Saudi Arabia: CMA consults on new regulatory framework for public offerings of asset-backed securities

The Saudi Capital Market Authority (CMA) published in April 2026 its consultation paper relating to draft amendments introducing new disclosure, risk retention, and reporting requirements for public Asset-Backed Securities (ABS) offerings by Special Purposes Entities (SPEs) – for now, private placements and exempt offers remain largely unaffected.

Overview 

As part of the CMA’s strategic objectives to develop the capital market, the CMA resolved to publish Draft Amendments to the Rules for SPEs, the Rules on the Offer of Securities and Continuing Obligations, and the Glossary of Defined Terms for public consultation for a period of 45 calendar days. The CMA has simultaneously released a Guideline for Periodic Reports for Public Offerings of Asset-Backed Debt Instruments Issued by SPEs (the Guideline).

The stated objectives of the CMA are to deepen the domestic sukuk and debt instruments market in Saudi Arabia by improving the regulatory framework for securitisation operations and enabling public offerings (including retail investors) of asset-backed debt instruments through securitisation for the first time, while developing regulatory requirements and enhancing disclosure standards for such instruments.

Key Takeaways:

• The draft amendments and Guideline are narrowly targeted at public (including retail) ABS offerings; existing private placement and exempt offer structures are largely unaffected.
• Sponsors and originators planning public ABS transactions must prepare for new prospectus content requirements, periodic cash distribution reports and annual reporting obligations.
• A 5% nominal-value risk retention requirement will apply to originators on all public ABS issuances, subject to a sovereign-guarantee exemption.
• A mandatory credit rating, and annual review, will be required for publicly offered ABS.

Who is affected?

Public offers only. A “public offer” is an offer of securities to the general public (including retail investors), as distinct from a private placement (directed at a limited number of qualified or institutional investors) or an exempt offer. The draft amendments to Article 6 of the Rules for SPEs preserve the existing position for SPEs offering debt instruments through a private or exempt placement, to which the Rules on the Offer of Securities and Continuing Obligations continue to apply in their current form.

New Standards for Public ABS Offers

Prospectus Requirements

The draft amendments set out the minimum prospectus content for asset-backed debt instruments offered by an SPE through a public offering. The amendments will require, among other things, full background on the originator, three years of originator financial statements, a detailed description of the securitised asset pool (including origination methodology, asset selection criteria, repayment and default rates, and modification mechanisms), the securitisation structure diagram, cash flow waterfall, credit enhancement arrangements, and originator risk retention disclosures.

Where the offering is for asset-backed debt instruments, a credit rating from an authorised credit rating agency is an express condition for a public offer.

Periodic Reporting Obligations

The draft amendments require SPE directors to publish two types of periodic reports on the Saudi stock exchange’s website. Within 30 days of each coupon distribution date, a signed cash distribution report must be published covering cash flow waterfalls, credit enhancement usage, portfolio metrics (WAC, WAL, prepayment rates), delinquency and loss data, asset-level information, and tiered originator disclosures triggered at 10% and 20% portfolio concentration thresholds. Annually, within three months of the financial year-end, a full annual report must be published disclosing obligor financial statements (scaled by concentration), credit enhancement provider financials, material legal proceedings, and related-party transactions involving the SPE, sponsor, trustee, and originator.

5% Risk Retention Requirement for Public ABS Offers

The draft amendments apply a risk retention obligation for public ABS transactions. Under the proposed new regime, an originator’s ownership, at all times, of asset-backed debt instruments offered through a public offer must not be less than 5% of the nominal value of the issue. This requirement does not apply to debt instruments backed by assets guaranteed by the government of the Kingdom of Saudi Arabia.

Annual Credit Rating Review

The draft amendments require the issuer of publicly offered asset-backed debt instruments (SPE) to obtain at least an annual review of the credit rating from a licensed credit rating agency, with immediate public disclosure of the result on the Saudi stock exchange’s website.

Practical Implications 

The draft amendments represent a meaningful expansion of Saudi Arabia’s securitisation framework. For sponsors and originators already active in the private placement market, the immediate impact is limited. However, those considering public distribution should note that the new prospectus, reporting, risk retention, and credit rating obligations will materially increase the cost and complexity of a public ABS transaction relative to a private placement route.

For further information on any of the matters discussed in this client alert, please contact the White & Case team.

_{White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.}

_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

_{© 2026 White & Case LLP}