SEC Proposes Regulation E-Delivery to Modernize Electronic Communications

The US Securities and Exchange Commission issued a new proposal that would permit default electronic delivery across the federal securities laws and significantly revise proxy delivery requirements.

On July 16, 2026, the US Securities and Exchange Commission (SEC) proposed new Regulation E-Delivery (Reg E-Delivery), a comprehensive framework that would govern how issuers, broker-dealers, investment advisers, registered funds, transfer agents, and other market participants may satisfy delivery obligations under the federal securities laws. If adopted, Reg E-Delivery would provide a regulatory safe harbor, supersede existing e-delivery guidance from the SEC and generally permit electronic delivery to become the default method of delivery to investors.

BACKGROUND

For nearly three decades, issuers have relied principally on SEC interpretive guidance regarding e-delivery. Under that guidance, issuers generally must obtain investors' affirmative consent before delivering required materials electronically, with certain exceptions for recipients deemed to have consented to such e-delivery (e.g., “wired at work” employee-shareholders).

Reg E-Delivery would impact public companies in two principal respects by:

• substantially revising proxy delivery rules by adopting a new proxy statement delivery framework that would include eliminating the current paper-based “Notice of Internet Availability” model with an electronic “statement of availability.” Proxy materials would continue to be made available through an internet website; however, shareholders would receive electronic notifications directing them to those materials in lieu of a paper notice; and
• replacing the guidance-based framework for e-delivery of Securities Act prospectuses and other required disclosures with a comprehensive rules-based framework that permits default electronic delivery without prior affirmative investor consent.

Reg E-Delivery also would rescind Rule 30e-3 under the Investment Company Act and amend rules governing the dissemination of proxy and tender offer materials.

DEFAULT ELECTRONIC DELIVERY

Reg E-Delivery would

• permit (but not require) electronic delivery as the “default” delivery methodology, without prior affirmative consent;
• establish uniform standards for satisfying federal securities law delivery obligations electronically;
• preserve investors’ ability to receive paper copies free of charge; and
• provide a rules-based safe harbor rather than interpretive guidance. In this regard, the proposing release specifically notes that Reg E-Delivery, as a regulatory safe harbor, would not be the exclusive means of e-delivery. Market participants may continue to develop other e-delivery methods, unless a specific statute or rule requires otherwise.

PROPOSED SCOPE

Reg E-Delivery, if adopted, would apply broadly across the federal securities laws.

Covered Entities

Reg E-Delivery would apply to virtually every entity with SEC-mandated delivery obligations, including the following:

• Public companies
• Registered investment companies
• Broker-dealers
• Investment advisers
• Transfer agents
• Business development companies
• Issuers conducting registered and exempt offerings
• Parties conducting proxy solicitations or tender offers
• Other market participants with delivery obligations under the federal securities laws

Covered Information

Reg E-Delivery broadly defines "covered information" as information required to be delivered under the Securities Act, Exchange Act, Investment Company Act, Advisers Act, Trust Indenture Act, or other federal securities laws.

Examples include prospectuses, proxy statements, annual reports, shareholder reports, trade confirmations, Form CRS, privacy notices, investment adviser brochures, and tender offer materials.

Investor Protections

Covered entities generally would be required to

• provide prominent disclosure regarding electronic delivery;
• permit recipients to opt out at any time;
• provide paper copies upon request free of charge;
• permit recipients to update their electronic address without charge;
• maintain written procedures to identify and remediate failed electronic deliveries;
• maintain website availability standards for electronically delivered materials; and
• comply with specified content, timing, and formatting requirements for electronic communications.

WHAT CHANGES FOR PROXY MATERIALS AND PROSPECTUSES?

Proxy Statements

Currently, Exchange Act Rule 14a-16 generally permits issuers to satisfy proxy delivery obligations by either mailing a “full set” of proxy materials (either in paper or electronically for shareholders who previously opted in) or using the SEC’s “notice-and-access” model, under which shareholders receive a paper Notice of Internet Availability directing them to proxy materials posted online.

If adopted, Reg E-Delivery would eliminate the paper Notice of Internet Availability as a standalone delivery method and move issuers to a default e-delivery of proxy materials through Reg E-Delivery’s permitted delivery methods. Shareholders could opt to receive a full set of proxy materials in paper, which would be the only alternative to e-delivery under the proposed rules. Reg E-Delivery also would eliminate the longstanding prohibition on using the notice-and-access framework for business combination proxy solicitations, thereby extending electronic delivery to transactions that historically required delivery of a full paper set of proxy materials.

The proposal also would make numerous conforming amendments to Regulations 14A and 14C affecting intermediaries, beneficial owner communications, shareholder lists, householding, proxy websites, and related proxy processing requirements.

These proposed changes can be summarized as follows:

Securities Act Prospectuses and Other Offering Documents

Reg E-Delivery does not replace Rule 172 (i.e., “access equals delivery”), which permits many issuers and other offering participants to satisfy the final prospectus delivery obligation via the filing of the final prospectus on EDGAR. The adoption of Reg E-Delivery would provide another avenue for issuers for e-delivery, including with respect to offerings that are excluded from relying on Rule 172, such as offerings on Form S-8 and the corresponding requirement to distribute Section 10(a) prospectuses. In this regard, the proposed rules may significantly ease the burden on issuers to provide paper copies to former employees and other participants in employee benefit plans who do not have access to company email.

Under the proposed rules, an issuer could satisfy many Securities Act delivery obligations electronically without first obtaining affirmative consent, provided that

• the investor has supplied an electronic address;
• the issuer has provided the required disclosures regarding electronic delivery; and
• the investor has not opted out of electronic delivery.

Note that Reg E-Delivery would not change substantive Securities Act prospectus delivery obligations. Rather, it would change the way those obligations may be satisfied. Issuers could choose to continue delivering paper prospectuses, and shareholders would retain the right to receive paper copies free of charge.  

TWO PERMISSIBLE DELIVERY METHODS

Under Reg E-Delivery, there would be two permissible methods of electronic delivery, direct email delivery and a statement of availability.

Direct Delivery

For materials that do not contain personal financial information (PFI), covered entities would be permitted to deliver the materials directly to an electronic address, such as via email attachments, documents embedded in emails, or a similar direct electronic transmission.

Statement of Availability

Reg E-Delivery generally would disallow direct email delivery for materials containing PFI. Instead, covered entities would be permitted to send a statement notifying recipients that materials are available through a secure website after completion of a process reasonably designed to protect personal financial information (e.g., password authentication). This approach also could be used for materials that do not contain PFI.

TRANSITION FOR EXISTING PAPER RECIPIENTS

Under the proposed rules, existing investors who currently receive paper communications could be transitioned to default e-delivery. Covered entities generally would be required to

• send an initial paper notice at least 180 days before the transition;
• send a second paper reminder approximately 30 days before the transition; and
• provide detailed instructions regarding opting out, requesting paper delivery, updating electronic addresses, and the electronic address that will be used.

As noted above, investors may continue to receive paper communications by opting out of e-delivery.

PROPOSED E-SIGN ACT EXEMPTION

To facilitate default electronic delivery, the SEC also has proposed exempting covered information delivered under Reg E-Delivery from the consumer consent provisions of the Electronic Signatures in Global and National Commerce Act (E-SIGN), to the extent those provisions otherwise would apply.

TIMING

The public comment period for Reg E-Delivery will remain open for 60 days after the Federal Register publication date. The SEC further proposes a 60-day effective date after adoption and a two-year transition period. Upon expiration of the transition period, the current SEC e-delivery guidance would be rescinded and covered entities would be required to comply with the new Reg E-Delivery framework.

NEXT STEPS

Although the proposal remains subject to public comment and may change before adoption, public companies and other covered entities may wish to begin evaluating how Reg E-Delivery would impact existing disclosure practices. The following action steps are also a good “off-season” exercise to ensure compliance with existing SEC rules and guidance and best practices.

• Evaluate current delivery practices
  • Assess which SEC-required communications (i.e., prospectuses, proxy materials, annual reports, and other shareholder communications) currently are delivered in paper versus electronically
  • Identify the business units and third-party service providers responsible for those delivery processes
• Assess existing shareholder and investor contact information
  • Evaluate the completeness and accuracy of electronic addresses currently maintained for shareholders, investors, customers, clients, and other covered recipients
• Review proxy administration processes
  • Consider how the proposed rules could affect proxy solicitation procedures, coordination with intermediaries, and annual meeting timelines.
  • Coordinate with proxy advisor team on the above
• Evaluate electronic delivery platforms
  • Assess whether existing shareholder (including employee-shareholder) portals, websites, authentication procedures, and mobile applications would satisfy the proposal’s requirements, particularly for materials containing PFI
• Assess operational readiness
  • Review existing policies and procedures governing electronic delivery failures, website availability, investor delivery preferences, and requests for paper copies, including proxy disclosures that address the foregoing
• Consider comment opportunities
  • Evaluate aspects of proposed Reg E-Delivery that will impact your business and operations and consider whether to submit comments to the SEC, either on a standalone basis or as part of an industry initiative

Reg E-Delivery represents one of the SEC’s most significant modernization efforts affecting disclosure delivery since the adoption of the “notice-and-access” framework nearly two decades ago. If adopted substantially as proposed, Reg E-Delivery could significantly reduce printing and mailing costs while establishing a uniform, rules-based framework for electronic delivery across the federal securities laws.