Insights

U.S. investors represent the largest pool of capital in the world. Yet for many European and French issuers,meaningful access to it remains out of reach; not because it is impossible, but because it is misunderstood. In this conversation, Jonathan Dickson, VP, HEAD of EMEA at OTC Markets Group and Cléa Rosenfeld of BORG Capital Insights cut through the complexity and explain what U.S. investor access really looks like in 2026.

OTC Markets Group — Jonathan Dickson

OTC Markets Group is the largest U.S. equity market for non-U.S. securities. We are the infrastructure behind how companies like Roche, Adidas, Danone, Heineken, and BNP Paribas make their shares available to U.S. investors, without the cost or complexity of a full U.S. exchange listing. Operating as a secondary market, we enable international companies to establish a regulated U.S. trading presence while maintaining their primary listing on their home exchange. In Q1 2026 alone, international securities generated $210 billion of the $226billion in total dollar volume traded on our markets; 93% of all our trading activity. U.S. investors represent over 60% of the global investor universe. If your stock is not readily accessible to them in U.S. dollars, through a U.S. broker, on a regulated market, you are effectively invisible to the world’s largest capital pool.

OTC Markets Group — Jonathan Dickson

OTC Markets Group operates four markets; each designed for a different level of issuer engagement and transparency. OTCQX is our premium market, for established international companies that meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws, and are current in their disclosure. Some of the world’s most recognized companies trade on OTCQX, including Roche, Adidas, Danone, Reckitt, and the London Stock Exchange Group. OTCQB is our venture market, forearly-stage and developing U.S. and international companies committed to transparency and investor engagement. OTCID is our foundational market for companies that provide ongoing financial disclosure and management certifications for U.S. investors, brokers, and regulators. Finally, the Pink Limited market has no issuer involvement: companies here do not certify compliance with reporting standards and carry a warning sign to alert investors to proceed with caution.

BORG Capital Insights — Cléa Rosenfeld

The gap is not primarily one of awareness, but of intentionality and strategic execution. Today, many European companies are passively accessible via unsponsored ADR programs – they exist without the company’s control, involve no direct U.S. investor engagement and there is no resource benefit (not just financial, but the resourcesavailable from partnering with a sponsored DR bank). From my experience as an IRO, a sponsored ADR program allows issuers to be proactive, visible, and strategic. Where there are real gaps remain in market awareness, a tailored U.S. investor relations strategy, including targeted marketing, thought leadership, and consistent communication, is essential. The data is striking: the S&P Europe Select ADR Index has delivered +37.5% year-on-year returns, compared to just +2% for the DAX40. U.S. investors are rotating into Europe viaADRs, but they favor sponsored, well-marketed programs. Moving from “available” to “owned” — treating U.S. investors as equal partners to European investors via an ADR program — turns a passive instrument into a strategic asset.

BORG Capital Insights — Cléa Rosenfeld

A Level 1 sponsored ADR program makes sense under three clear triggers. First, if you already have U.S. shareholders, via the ordinary share or unsponsored ADRs. Second, if you want deeper, more diverse liquidity – U.S. investors represent the world’s largest and most active equity capital base and ignoring that pool is inefficient. Third, if you want to leverage the resources of the excellent DR banks – they will support your IR outreach, provide data and generally be on-hand to ensure that the program is liquid. The financial model also means that there can often be the ability to share in the revenues of a sponsored program, allowing further investment back into the IR program. I saw this myself as an IRO, and the more we grew the DRs outstanding, the more meaningful this budget boost became. The process for establishing a Level One DR program is far less burdensome than a full U.S. listing, which is a common misconception. A Sponsored Level 1 ADR operates under the same SEC exemption as unsponsored programs, Rule 12g3-2(b), meaning no 20-F filings, no U.S. GAAP reconciliation, and no Sarbanes-Oxley compliance. The only addition is a one-time Form F-6 filing to register the ADRs. BORG acts as an independent subject matter expert for issuers considering this route. For companies seeking U.S. exposure without regulatory complexity, Level 1 ADRs offer a straightforward, low-burden path to enhance brand visibility and diversify their investor base.

OTC Markets Group — Jonathan Dickson

Not at all, and this is one of the most important misconceptions to address. Trading on OTCQX and running aDR program are complementary. Many of the world’s most sophisticated issuers do both simultaneously. Having your shares trade on OTCQX gives a company immediate,

cost-effective U.S. market presence. A sponsored ADR program adds a layer of U.S. investor infrastructure,particularly valuable for companies targeting U.S. institutional ownership at scale. For many companies, establishing a U.S. trading presence on OTCQX is a smart first move: it builds a U.S. investor base, demonstrates demand, and creates the track record that makes a full DR program more impactful when the time comes.

BORG Capital Insights — Cléa Rosenfeld

Litigation exposure is a legitimate concern, but it is also the most misunderstood risk in cross-border equity.Legal opinions show that the risk exists whether you have a sponsored ADR or an unsponsored one. U.S.courts, in several cases, have ruled that U.S. investors can sue for material fraud even via unsponsored ADRs, so you cannot eliminate the risk by staying unsponsored. What changes with sponsorship is how you manage the risk.

With an unsponsored program, you are entirely passive – you have no control over disclosure, no directrelationship with holders, and no way to defend yourself proactively. With a sponsored program, you own the narrative, certify your compliance, and provide consistent, accurate disclosure, and that proactive control is your best legal defence. After internal legal counsel review, the conclusion is almost always the same: the risk isminimal and far outweighed by the benefits. Obviously no sponsored programs are established without internal and external counsel providing their considered opinions.

OTC Markets Group — Jonathan Dickson

Blue Sky laws are state-level U.S. securities regulations that govern secondary trading in securities. For international companies trading on OTC markets, Blue Sky compliance determines how many U.S. broker-dealers can actively recommend their shares to clients across the country. OTC Markets Group has worked closely with state regulators and the North American Securities Administrators Association to have OTCQX andOTCQB recognized as the modern digital equivalent of a Recognized Securities Manual. As of mid-2025, OTCQX has achieved secondary trading exemptions in 41 U.S. states and jurisdictions, and OTCQB in 37. That coverage significantly expands the universe of broker-dealers and investment advisors who can distributeresearch and recommend these securities to their clients. It is not a technical footnote. It is a structural advantage that directly impacts liquidity and investor reach; and one we continue to actively expand toward full national recognition.

BORG Capital Insights — Cléa Rosenfeld

Yes, and the distinction directly affects their willingness to invest. For U.S. institutional investors, a sponsored ADR program is a clear signal that an issuer is serious about its U.S. investor base. With a sponsored program, the issuer controls disclosure, negotiates fair dividend fees, and extends voting rights to holders. Investors can engage directly with the IR team. That level of control, transparency, and commitment is what distinguishes astrategic U.S. presence from a passive one. The market rewards it consistently: sponsored ADRs typically have better trading volumes and lower volatility, making them far more appealing to both institutional and retail investors.

OTC Markets Group — Jonathan Dickson

The data makes the case. In Q1 2026, French companies traded on OTC Markets via Euronext Paris securities generated $23.8 billion in U.S. dollar volume across 241 securities, making France one of our most active home markets. International volume on our markets grew 33% year over year, from $158 billion in Q1 2025 to $210 billion in Q1 2026. U.S. investor appetite for international equities is at a multi-year high. The quality of that engagement also matters.

Among EMEA Sponsored ADRs trading on OTC Markets in Q1 2026, companies on OTCQX averaged $558 million in dollar volume per security across 48 securities, compared to $206 million per security for the 124 EMEA Sponsored ADRs trading on Pink Limited. The premium market delivers nearly three times the average trading activity. That gap reflects what happens when a company takes an active, structured approach to its U.S. presence rather than leaving it unmanaged. What makes that opportunity particularly compelling for French companies is how simple it is to capture. Our model is “List Local, Trade Global”. A company stays exactly whereit is, trading on Euronext Paris, maintaining its French regulatory framework, its local investor base, and its home market identity. What changes is visibility. On OTCQX, U.S. investors can access that same stock in U.S. dollars, through their own brokers, with the confidence that comes from trading on a regulated, premium market where the company meets high financial standards, is current in its disclosure, and has made an active commitment to its U.S. investor base. That credibility translates directly into investor trust, deeper engagement, and better liquidity. And crucially, that U.S. trading activity does not siphon liquidity away from the home market, it sends volume back to it. French companies do not have to choose between Euronext Paris and U.S. investors. With OTCQX, they have both, and they have it on their own terms.

BORG Capital Insights — Cléa Rosenfeld

Success is when the U.S. stops being an afterthought and becomes a core market. Concretely, four things happen. First, strategic integration: the ADR is in the IR plan, the CEO and CFO actively discuss U.S. engagement, and the company appears on U.S. radar screens. Second, liquidity metrics: ADR trading volume consistently exceeds 10% to 20% of ordinary share volume, making it a real price-discovery venue withmeaningful depth and participation. Third, a real U.S. shareholder base: you can engage with your top U.S. holders directly, and they participate in your capital events. Fourth, the resources provided by the sponsoring bank, financial andintelligence resources, are being directed towards U.S. investor access, creating an additional partner in delivering against the strategy.

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In today's interconnected financial landscape, attracting long-term investment requires thinking beyond borders. For companies headquartered outside major financial hubs, Depositary Receipts (DRs) offer a century-old, proven mechanism to build a robust international investor base. With DR trading volumes surging 28% to $5.3 billion last year and consistently outperforming major indices, understanding how to leverage this tool is more critical than ever for a successful Investor Relations (IR) strategy.

A DR is a certificate issued by a global bank that represents ownership in a foreign company's shares, allowing that stock to trade on exchanges outside its home market. This creates a win-win scenario: investors gain seamless access to international opportunities in their own currency, while issuers can diversify their shareholder base, enhance liquidity, and potentially improve their valuation by tapping into deeper pools of capital. From American Depositary Receipts (ADRs)traded in the U.S. to Global Depositary Receipts (GDRs) listed in Europe, the right DR programme signals a commitment to global best practices and transparency.

The choice of programme depends on a company's specific goals and U.S. exposure. A Sponsored Level 1 ADR, for instance, offers a cost-effective way to provide U.S. investors access without the burden of full SEC reporting, making it an ideal starting point for many international firms. Conversely, Level 2 or 3 ADRs are suited for companies with significant U.S. revenues or plans to raise capital, as they allow for listing on major American exchanges. Crucially, a sponsored programme gives the issuer control over its equity narrative and can even generate revenue that meaningfully contributes to the IR budget.

Beyond the Gateway: Is Your ADR Strategy Ready for a Power Play?
Level 1 ADRs are a fantastic entry point, but for companies with serious U.S. ambitions, they’re just the opening act.
If your goal is to command attention on Wall Street, attract institutional capital, and trade with the liquidity of a domestic giant, it’s time to look at Level 2 and Level 3 ADRs.
Our latest edition of The DR Doctor breaks down the strategic shift from visibility to transformation. Here’s the crux of it:
- Level 2 ADR (The Spotlight Play): You list existing shares on a major exchange like NYSE or NASDAQ. The goal? Surge liquidity, tighten spreads, and get on the radar of major institutional investors who can't play in the OTC markets.
- Level 3 ADR (The Capital Play): This is the heavy lift. By selling new shares in a U.S. public offering, you don’t just gain a listing—you unlock a direct funding source to fuel acquisitions, expansion, and aggressive growth.
The core takeaway: Both signal a serious commitment to U.S. standards and rigorous reporting. But only Level 3 turns market access into new equity.
Whether you’re looking to solidify your presence or raise fresh capital, building the right advisory team—from Legal Counsel to Investment Bankers for Level 3—is non-negotiable.
Visit our LinkedIn page to read the full article: https://www.linkedin.com/feed/update/urn:li:activity:7431615144515956736

Did you know your company’s shares may already be trading in the U.S. — without your involvement?
Many non-U.S. issuers have unsponsored Level 1 ADRs created by depositary banks under SEC Rule 12g3-2(b), often with limited control over disclosure, branding, or investor communication.
In the latest edition of The DR Doctor, we explain:
• The difference between unsponsored vs. sponsored Level 1 ADRs
• Why sponsorship is about control, governance, and credibility
• How issuers can regain ownership of their U.S. market presence
The takeaway:
If you have an unsponsored ADR, moving to a Sponsored Level 1 program can be a strategic upgrade, not just a technical change.
Visit our LinkedIn page to read the full article: https://www.linkedin.com/posts/borg-capital-insights_dr-doctor-3d-edition-level-1-adrs-activity-7414661234278506496-N20h?utm_source=share&utm_medium=member_desktop&rcm=ACoAAAes2AgB1_qPgP1-500uloa6yv0DvjObWSM

BORG is proud to share the next instalment of our DR Doctor series, where we dive deeper into the mechanics behind the “DR Bridge” — the creation, cancellation, and dividend distribution processes that keep the global Depositary Receipt ecosystem running smoothly.
From program efficiency to investor confidence, understanding these flows is essential for issuers and market participants navigating today’s cross-border capital markets.
Whether you're an issuer, advisor, or investor, this edition breaks down how DRs are created and cancelled in response to market demand, and how dividends seamlessly make their way from the home market to U.S. investors in USD.
At Borg Capital Insights, our mission is to make DR markets more transparent, data-driven, and accessible.
🔍 Key themes in this edition:
• The DR lifecycle & the “DR Bridge”
• Issuance & cancellation mechanics
• Dividend distribution in a cross-border environment
• Why understanding these flows matters for strategy, liquidity & investor engagement

📥 Visit our LinkedIn page to download the full first edition: https://www.linkedin.com/posts/borg-capital-insights_the-dr-doctor-second-edition-the-dr-bridge-activity-7401207217049423872-Q9xV?utm_source=share&utm_medium=member_desktop&rcm=ACoAAAes2AgB1_qPgP1-500uloa6yv0DvjObWSM

We’re proud to introduce The DR Doctor, a new Borg Capital Insights series designed to shed light on one of the most enduring and underappreciated instruments in global finance Depositary Receipts (DRs).

Since their creation in 1927, DRs have evolved from a simple settlement convenience into a powerful strategic tool that bridges markets, expands investor access, and enhances corporate visibility. In this first edition, we explore the foundations of the DR market and highlight why these instruments continue to play a pivotal role in global capital flows.

Inside the inaugural issue, readers will find:

- An overview of the main types of DRs and their global applications

- A snapshot of the current DR market, including key metrics and trends

- Insights into how issuers can use DRs to diversify their shareholder base and increase liquidity

- A look at the top institutional DR investors and leading investment centres worldwide

The DR Doctor is part of our ongoing commitment to provide clarity, data-driven insight, and practical guidance for issuers, investors, and partners navigating international capital markets.
📥 Visit our LinkedIn page to download the full first edition: https://www.linkedin.com/feed/update/urn:li:activity:7391442164049727488

In today's interconnected financial landscape, attracting long-term investment requires thinking beyond borders. For companies headquartered outside major financial hubs, Depositary Receipts (DRs) offer a century-old, proven mechanism to build a robust international investor base. With DR trading volumes surging 28% to $5.3 billion last year and consistently outperforming major indices, understanding how to leverage this tool is more critical than ever for a successful Investor Relations (IR) strategy.

A DR is a certificate issued by a global bank that represents ownership in a foreign company's shares, allowing that stock to trade on exchanges outside its home market. This creates a win-win scenario: investors gain seamless access to international opportunities in their own currency, while issuers can diversify their shareholder base, enhance liquidity, and potentially improve their valuation by tapping into deeper pools of capital. From American Depositary Receipts (ADRs)traded in the U.S. to Global Depositary Receipts (GDRs) listed in Europe, the right DR programme signals a commitment to global best practices and transparency.

The choice of programme depends on a company's specific goals and U.S. exposure. A Sponsored Level 1 ADR, for instance, offers a cost-effective way to provide U.S. investors access without the burden of full SEC reporting, making it an ideal starting point for many international firms. Conversely, Level 2 or 3 ADRs are suited for companies with significant U.S. revenues or plans to raise capital, as they allow for listing on major American exchanges. Crucially, a sponsored programme gives the issuer control over its equity narrative and can even generate revenue that meaningfully contributes to the IR budget.