CSA Finalizes Amendments to Align Non-GAAP Financial Measures Disclosure Framework with IFRS 18

On October 15, 2026, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) and consequential amendments to related policies and instruments (the “Amendments”). Provided all necessary Ministerial approvals are obtained, the Amendments will come into force on December 29, 2026.

Background

On November 13, 2025, the CSA published a notice and request for comment regarding proposed amendments to NI 52-112 and consequential amendments to related policies and instruments, designed to respond to the new IFRS^® Accounting Standard, IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”), which was issued by the International Accounting Standards Board (IASB) in April 2024 and becomes effective for annual reporting periods commencing on or after January 1, 2027. Further details about the proposals can be found in our November 2025 Update, CSA Proposes Amendments to Align Non-GAAP Financial Measures Disclosure Framework with IFRS 18.

As outlined in our previous Update, IFRS 18 requires entities to disclose certain management-defined performance measures (“MPMs”) in a note to the financial statements. Measures such as adjusted EBITDA and adjusted net income have historically been regulated under NI 52-112 as non-GAAP financial measures because they were not disclosed in the financial statements, and would have fallen outside NI 52-112 once disclosed as MPMs absent amendment.

After addressing feedback received from nine commenters, the CSA has released the final form of the Amendments. The material features are discussed below.

Key Features of the Final Amendments

Reconciling non-GAAP Defined Terms

The Amendments expand the definition of “non-GAAP financial measure” to expressly include MPMs so that NI 52-112 continues to apply to them. The Amendments also add a new definition for “management-defined performance measure”, aligning the term with the accounting principles applied to the preparation of the issuer’s financial statements. They also provide a new definition for “additional subtotal”, which is one that (i) is disclosed in the primary financial statements, (ii) is not defined or listed in, and does not have its composition set out in, the accounting principles applied to the preparation of the issuer’s financial statements, and (iii) is not a specified financial measure.

Incorporating Information by Reference

The Amendments permit issuers to incorporate certain required information for MPMs by reference to the notes to the financial statements, provided the notes already include all applicable information required under NI 52-112, avoiding repetitive disclosure. However, the CSA has emphasized that the required quantitative reconciliations cannot be incorporated by reference in an earnings release, as earnings releases are especially critical for investors and are where specified financial measures are most commonly used.

Additional Subtotal Disclosure

IFRS 18 permits entities to present certain additional subtotals in the primary financial statements and requires that they be shown no more prominently than IFRS-defined totals and subtotals. To align with this approach, the Amendments extend existing prominence rules when these additional subtotals are disclosed outside the financial statements. This requires issuers to: (i) also present the most directly comparable financial measure from the primary financial statements that is not an MPM; and (ii) ensure the additional subtotal is not given greater prominence. The CSA has clarified that MPMs are specified financial measures rather than additional subtotals, and are therefore subject to the full disclosure requirements for non-GAAP financial measures, rather than the lighter prominence-only regime.

Exemptions

The Amendments include an exemption for certain financial institutions that are currently exempt from NI 52-112 under existing blanket orders and, in Ontario, under Rule 52-503, which will be repealed when the Amendments come into force. British Columbia’s existing blanket order relating to federal financial institutions (BCI 52-513) will continue to apply, ensuring uniform application of the exemption across Canada.

Related Amendments

The CSA has also published final forms of the related changes to Companion Policy 52-112 – Non-GAAP and Other Financial Measures Disclosure, providing guidance on the interpretation and application of the Amendments, and of the consequential amendments to Multilateral Instrument 11-102 – Passport System to allow applications pertaining to NI 52-112 to be made under the passport system.

Looking Forward

While the Amendments are intended to minimize disruption to existing disclosure practices and reduce duplicative disclosure and regulatory burden, issuers should consider the impact these changes will have on their reporting practices once the Amendments come into force on December 29, 2026.

The CSA notes that the IASB is exploring whether to require disclosure in the notes to the financial statements of other financial measures beyond MPMs, such as free cash flow. The CSA will continue to monitor developments in this area and will assess whether future amendments to NI 52-112 are required.

For questions regarding the Amendments and how they may affect your disclosures, please contact any member of our Capital Markets Group.