I. Introduction
On July 16, 2026, the Securities and Exchange Commission (the “SEC” or the “Commission”) proposed Regulation E-Delivery (“Reg E-Delivery”), which would fundamentally modify the electronic delivery of information required by the federal securities laws by allowing issuers, broker-dealers, investment companies, investment advisers and other covered entities to deliver required information to investors electronically by default (absent opt-out) under certain conditions.1 Reg E-Delivery would largely supersede existing SEC guidance on electronic delivery, which generally requires covered entities to receive prior affirmative consent (opt-in) before delivering required information electronically. While Reg E-Delivery would allow covered entities to deliver required information electronically by default, it would also introduce new compliance requirements.2 In this client alert, we compare the proposed regulation with the existing SEC guidance and offer key considerations for issuers and intermediaries. Comments on the proposal are due on September 21, 2026.
II. Proposed Reg E-Delivery, as Compared With Existing Guidance
a. Existing E-Delivery Guidance
The SEC published its initial e-delivery guidance in 19953 and additional guidance in 19964 and 20005 (collectively, the “Existing E-Delivery Guidance”). The Existing E-Delivery Guidance requires firms to satisfy several requirements. Firms must (1) provide notice to a recipient that information is available electronically; (2) provide access to information comparable to that which would have been provided in paper form and that is not so burdensome that the intended recipient cannot effectively access it; and (3) obtain prior affirmative consent to electronic delivery or otherwise obtain evidence of delivery.
b. Proposed Reg E-Delivery
Proposed Reg E-Delivery would flip the current presumption of requiring affirmative consent to electronic delivery. It would for the first time allow covered entities to deliver required information (referred to in the rule as “covered information”) electronically by default, provided that certain conditions are met: (1) the recipient (“covered recipient”) has provided an “electronic address”; (2) the covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to the electronic address provided; and (3) the covered recipient has not opted out of electronic delivery.
i. Definitions.
Reg E-Delivery would apply to a wide range of entities and would be sufficiently flexible to cover new technologies, such as mobile applications. Key terms – including “covered entity,” “covered information,” “covered recipient” and “electronic address” – would all be defined broadly.
1. “Covered entity."
“Covered entity” would include any person required to deliver covered information to a covered recipient.6 For example, public companies, private issuers, broker-dealers, investment companies and investment advisers would be considered “covered entities.”
2. “Covered information.”
“Covered information” would include any information required to be delivered to a covered recipient under the federal securities laws, except for information required to be delivered under Regulation Crowdfunding; Rule 15c2-11 under the Securities Exchange Act of 1934 (“Exchange Act”), which requires broker-dealers disseminating certain OTC quotations to make certain information available to investors upon request; or Exchange Act Rule 15Fi-2, which addresses trade acknowledgments for security-based swap transactions.7 While covered information would not include “disclosures made pursuant to any applicable state laws or SRO rules,” Reg E-Delivery may apply indirectly to the extent an SRO rule provides that members may deliver information electronically, so long as it is compliant with SEC guidance. For example, FINRA Rule 2231.03 provides that a FINRA member may comply with its obligation to deliver account statements “by using electronic media, subject to compliance with standards established by the SEC on the use of electronic media for delivery purposes.”
3. “Covered recipient.”
“Covered recipient” would include any current or prospective customer, client, investor, security holder, counterparty or similar recipient to whom a covered entity is required to deliver covered information.8
4. “Electronic delivery”; “electronic address.”
Reg E-Delivery would define “electronic delivery” to mean the delivery of covered information to a covered recipient’s electronic address.9 “Electronic address,” in turn, would mean “an identifier used to communicate with a covered recipient electronically, including: an email address; a mobile phone number; or any other means of electronic communication capable of receiving electronic delivery pursuant to an electronic delivery method [described in the regulation] and alerting a covered recipient that covered information is available.”10 The Proposing Release specifically provides that “[o]ther means of communication could mean, for example, a social media or electronic messaging platform username or other identifier, as well as an inbox available in a covered entity’s web portal, as long as each of these is capable of receiving and alerting the covered recipient about the delivery of covered information.”11
A covered recipient need only “provide or accept” an electronic address in order for Reg E-Delivery to apply. The “accept” language would be useful for covered entities seeking to deliver covered information via a mobile application. The request for comment asks whether it would be difficult for a covered entity to determine whether a covered recipient has “provided or accepted to use an electronic address,” particularly where the electronic address is an online account or mobile application that a covered recipient may use for other purposes.
5. “Personal financial information.”
As described in greater detail later in this alert, Reg E-Delivery would impose special requirements on covered entities that deliver personal financial information (“PFI”). Reg E-Delivery would define PFI to include “information specific to a covered recipient’s personal financial matters, such as an account number or details regarding a specific securities transaction.”12
ii. Effect on Existing E-Delivery Guidance.
Reg E-Delivery would supersede the 1995 and 1996 guidance in their entirety.13 However, certain principles in the 1995 and 1996 guidance would be reaffirmed in Reg E-Delivery. In addition, the SEC expects to retain the majority of the 2000 Guidance because it is not as heavily focused on the notice, access and evidence of delivery framework. The Proposing Release lists certain principles in the 1995 and 1996 guidance that the SEC intends to retain, in addition to the 2000 Guidance (the “Surviving Principles”):
1. Updates to a preliminary prospectus posted online.
The SEC proposes to reaffirm guidance regarding updates to a preliminary prospectus posted online. Under the 1995 Guidance, “[i]f a company places a preliminary prospectus on a website and then materially amends the registration statement (also updating the preliminary prospectus on the website) and determines that recirculation of the updated prospectus is required prior to effectiveness, the company must send notice of the update only to those investors who are expected to purchase securities in the offering (or take other measures to deliver the information to those investors).”14 Under the proposed Reg E-Delivery framework, notice of an updated preliminary prospectus may continue as provided under the 1995 Guidance.15
2. Envelope theory.
The Proposing Release reaffirms the so-called envelope theory. “Envelope theory” refers to prior SEC guidance regarding the circumstances under which different pieces of electronically delivered information are considered to be delivered together (e.g., two attachments to the same email will be considered delivered together so long as neither is comparatively more burdensome to access). The purpose of the envelope theory is “to provide assurance to issuers and intermediaries that they are delivering multiple documents simultaneously to investors when so required by the federal securities laws.”16 For example, in the post-effective period for a registered offering, the statutory free writing exception under Section 2(a)(10)(a) will apply to a written offer only if a Section 10 prospectus is delivered before or at the same time that the written offer is delivered to an investor.
3. Evidence of accessing covered information online.
The SEC would also confirm that the requirement to deliver covered information will be satisfied if a “company” has evidence that an individual has accessed covered information online (e.g., through downloading or by entering user credentials).
4. Implications of delivering a statement of additional information in paper format, where a prospectus is delivered via e-delivery.
The SEC would reaffirm prior guidance regarding the impact of delivering a statement of additional information (“SAI”) in paper format, where a fund prospectus is delivered electronically. Under the Existing E-Delivery Guidance, “where a fund places its prospectus on a website and does not include the SAI on the website (but instead provides a paper copy of the SAI free of charge to any person who requests it), paper delivery of the SAI does not prevent a fund from satisfying its prospectus delivery requirements electronically.”17
5. Differences in format and content between paper and electronic versions of a prospectus.
The SEC would reaffirm prior guidance regarding filing requirements for electronic versions of fund prospectuses. Where an electronic version of a fund prospectus has the same text as the paper version or another electronic version, but the text appears in a different format, the fund is not required to make a separate filing under Rule 497 of the Securities Act of 1933 (“Securities Act”) with respect to the new electronic version. Securities Act Rule 497 governs filing requirements for fund prospectuses.
6. Client communications received by broker-dealers and investment advisers.
Last, certain provisions of the Exchange Act and the Investment Advisers Act of 1940 require broker-dealers and investment advisers to “receive” or “obtain” responses from their customers or clients. The SEC intends to confirm that electronic communications from a customer to a broker-dealer or from a client to an investment adviser are sufficient for these purposes.
c. Additional Compliance Conditions to Relying on Reg E-Delivery
In addition to the three primary conditions of Reg E-Delivery discussed above, covered entities would need to comply with several conditions that were not required by the Existing E-Delivery Guidance. We highlight certain conditions below.
i. Disclosure of e-delivery.
Any covered entity that seeks to rely on default e-delivery must provide the covered recipient with a clear and conspicuous disclosure describing the types of covered information that will be delivered electronically unless the covered recipient opts out.18 The disclosure must also describe the methods of e-delivery that may be used (i.e., a statement of availability or direct delivery of covered information).19 If applicable, the disclosure must also state that requesting paper or opting out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity.20
ii. Methods of delivery.
Reg E-Delivery contemplates two methods of electronic delivery: direct delivery and a statement of availability.21 The permissible delivery method depends on whether the covered information includes PFI. For covered information that does not include PFI, a covered entity may electronically deliver the covered information directly to a covered recipient’s electronic address.22
For covered information that includes PFI, a covered entity would be required to deliver a “statement of availability” to the covered recipient’s electronic address.23 A statement of availability would include, among other things, a website address that leads the covered recipient directly to the covered information that is described in the statement of availability. If the covered entity is delivering covered information with PFI, the website must require the use of a process reasonably designed to safeguard the PFI. A reasonably designed process could include the use of passwords.24 The website would also need to satisfy several new requirements under the proposed regulation. For example, the covered information would need to remain available on the website for at least three years if it includes PFI or at least one year if it does not include PFI. While the “statement of availability” method is required for covered information that includes PFI, the proposal notes that a covered entity also may select that method to deliver covered information that does not include PFI.
The SEC borrowed the PFI concept from the 1996 Guidance.25 In the 1996 Guidance, the SEC said that broker-dealers, transfer agents and investment advisers sending PFI should take “reasonable precautions” to protect PFI. Historically, the SEC has also said that broker-dealers, transfer agents and investment advisers should obtain the intended recipient’s informed consent prior to delivering PFI electronically. Reg E-Delivery would be less restrictive because it would not require prior affirmative consent. But unlike the 1996 Guidance, Reg E-Delivery would prescribe a specific method of delivery (i.e., a statement of availability). In a request for comment, the Commission asks whether a statement of availability should be required for “sensitive customer information,” which is defined under Regulation S-P, the SEC’s privacy regulation.26 The Commission notes that the definition of “sensitive customer information” would “capture additional pieces of information that are included in existing covered information delivery requirements.”27
The two delivery methods contemplated by Reg E-Delivery – direct delivery and a statement of availability – are not intended to be exclusive.28 However, it is unclear what other delivery methods would be permissible. It also is unclear to what extent the SEC would expect covered entities to comply with the conditions of Reg E-Delivery if they follow electronic delivery methods other than those described in Reg E-Delivery. The release states that “[i]f a covered entity develops a method of e-delivery that differs from those contemplated in Reg E-Delivery but provides assurance comparable to paper delivery that the required information will be delivered, that method could be used to satisfy the covered entity’s delivery or transmission requirements under the Federal securities laws.”29 In a footnote, the Commission explains that the 1995 Guidance includes a similar statement.30 In the absence of more concrete guidance, we expect that covered entities are likely to seek the protection of Reg E-Delivery rather than craft delivery methods of their own. Given the Commission’s acknowledgment in the Proposing Release that the delivery methods described in Reg E-Delivery are not intended to be exclusive, covered entities could consider seeking additional guidance on the requirements for alternative delivery methods that do not fall within Reg E-Delivery. Regardless of the delivery method, e-delivery “would need to include a prominent statement explaining the process to … opt out of e-delivery at any time and receive delivery in paper format with respect to all or a subset of covered information, free of charge.”31
iii. Option to opt out and obligation to provide paper copies.
Unlike under the Existing E-Delivery Guidance, Reg E-Delivery would prohibit covered entities from charging covered recipients that opt out of electronic delivery for paper delivery.32 However, a covered entity may reserve the right to restrict or close the account of a covered recipient that requests paper.33 A covered entity would be required to disclose to the covered recipient that their request for paper could result in restrictions on or termination of their relationship with the covered entity. Separately, a covered entity must send, free of charge, one paper copy of any previously delivered covered information if requested by a covered recipient. The obligation to deliver paper copies of previously delivered covered information continues throughout the period for which the covered entity is required to retain the information under the federal securities laws (or for two years if there is no such requirement).
iv. Identification and remediation of electronic delivery failures.
Unlike under the Existing E-Delivery Guidance, embedded in proposed Reg E-Delivery is an explicit policies and procedures requirement that would require covered entities to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery.34 While many broker-dealers may have written policies and procedures in place today to comply with the Existing E-Delivery Guidance as a practical matter and consistent with the SEC’s expectation,35 it is not an explicit SEC rule requirement. Even where proposed Reg E-Delivery would not expressly require new written policies and procedures, covered entities would need to design systems to prevent inadvertent compliance failures. For example, covered entities would need to identify covered information that includes PFI that must be delivered via a statement of availability. Covered entities would also need to comply “promptly” if a covered recipient opted out of electronic delivery.
v. Updates to electronic address and type of electronic address.
Reg E-Delivery would also require covered entities to permit a covered recipient, free of charge, to update their electronic address upon request and select a preferred method of electronic delivery free of charge.36 Here too, covered entities will need to develop systems (to the extent they are not already in place) to implement such updates.
vi. Other compliance requirements.
Reg E-Delivery would include other compliance requirements regarding the timing, manner and form of electronic delivery. As to timing, the Proposing Release specifies that the electronic delivery of covered information must occur no later than the date by which it is required to be delivered under the federal securities laws.37 The Commission requests comment on whether to include this timing requirement in the adopted rule or whether it duplicates existing timing requirements under the federal securities laws.38
As to manner and form, a statement of availability or direct delivery of covered information must be delivered separately from communications that are not covered information, except as otherwise provided under the federal securities laws, although a single statement of availability or direct delivery may include multiple items of covered information.39 Additionally, the delivery may contain only rule-required content, plus any content the federal securities laws expressly require, and not misleading design elements such as logos or contact information, so that unrelated content such as marketing materials or affiliate mail does not obscure the covered information.40
III. Impact on Proxy Process and Other Key Takeaways
a. Dissemination of Proxy Materials
The SEC proposes to amend Regulations 14A and 14C under the Exchange Act to conform the proxy delivery rules to Reg E-Delivery.41 Currently, Rule 14a-16 requires an issuer or other soliciting person to satisfy its obligation to furnish proxy materials to shareholders by posting them online and sending record holders either a paper notice of internet availability directing them to the posted proxy materials or a full set of proxy materials in paper format.42 Whether the notice of internet availability or a full set may be delivered electronically depends on whether the record holder has given prior affirmative consent to electronic delivery; absent such consent, a paper notice of internet availability must be sent.43
Under the proposed amendments, the e-delivery methods of Reg E-Delivery would constitute the only permissible methods of delivering proxy materials electronically, removing the option to send a paper notice of internet availability along with the 40-calendar-day in advance deadline associated with it and thereby making delivery of a full set of proxy materials in paper format the only alternative to e-delivery.44 In place of the paper notice, an issuer relying on Reg E-Delivery would send an electronic statement of availability that takes the place of the current paper notice of internet availability, directing the record holder to the online proxy materials through a direct link.45 As under current law, the proxy materials would have to be posted on a compliant website (not the SEC’s EDGAR system) by the date the materials are first sent to record holders and remain available through the shareholder meeting.46 Relatedly, the proposal would also add an item to Schedule 14A (Rule 14a-101) directing an issuer to state, in the proxy statement, the website address at which the proxy materials are posted.47 The proposal would also remove the current mechanism in Rule 14a-16 by which a shareholder makes a permanent election to receive paper, since opting out of electronic delivery under Reg E-Delivery achieves the same result.48
The federal securities laws generally impose no deadline for mailing proxy materials for a routine annual meeting, and proposed amended Rule 14a-1649 would impose no such deadline for alternative paper delivery, consistent with current Rule 14a-16. Accordingly, the deadline for delivering proxy materials for a routine annual meeting, whether electronic or on paper, would generally be established by state law.50
The SEC also proposes to amend Exchange Act Rules 14a-13, 14b-1, 14b-2 and 14c-7 (the “Shareholder Communications Rules”).51 The Shareholder Communications Rules govern the forwarding of proxy materials to beneficial owners through brokers, banks and other intermediaries.52 The proposed amendments to the Shareholder Communications Rules would align such delivery requirements with the new Reg E-Delivery framework, reflect the proposed amendments to Rule 14a-16 and bring the Shareholder Communications Rules up to date with “modern practices and technological advancements.”53
The proposal would also amend Rule 14a-7 so that a shareholder list provided to a requesting shareholder includes record holders’ electronic addresses, where available, in addition to their mailing addresses.54 If the issuer cannot provide all the required list information, such as electronic addresses it is barred from sharing under its arrangements with shareholders, it would instead have to distribute the requesting shareholder’s proxy materials itself.55
b. Dissemination of Tender Offer Materials
The SEC proposes to amend Exchange Act Rule 14d-5 to clarify that electronic delivery of bidder tender offer materials is an acceptable method of dissemination and to further facilitate electronic delivery of tender offer materials.56 Although Rule 14d-5 provides that bidders may use reasonably prompt methods of distribution other than mailing, the proposal would add a note confirming that electronic delivery in accordance with Reg E-Delivery qualifies as such a method.57 The proposal would also amend Rule 14d-5 so that any stockholder list or security position listing provided to a bidder must include all addresses, both mailing and electronic, and, when the issuer cannot provide all the required stockholder list information, would require the issuer to distribute the third-party bidder’s tender offer materials instead of providing the stockholder list.58
c. Investment Company Act Rule 30e-3
The SEC would rescind Investment Company Act Rule 30e-3. Rule 30e-359 generally permits registered closed-end funds and certain insurance company separate accounts to satisfy the requirement to deliver shareholder reports by making the reports available online and sending a paper notice of availability to shareholders.60 The SEC believes that Rule 30e-3 would no longer be necessary, because it already applies in limited circumstances, and covered entities eligible to use Rule 30e-3 would instead rely on Reg E-Delivery.
d. E-SIGN Act
The SEC proposes to exempt covered information delivered under Reg E-Delivery from the consumer consent requirements of the Electronic Signatures in Global and National Commerce Act (the “E-SIGN Act”).61 When another law requires that information be provided or made available to a consumer “in writing,” the E-SIGN Act permits electronic delivery to satisfy the requirement only if the consumer has affirmatively consented to such use upon receiving a clear and conspicuous statement regarding electronic use.62 Because Reg E-Delivery would make electronic delivery the default for delivery of covered information, the Commission proposes to exempt covered information from the E-SIGN Act’s consent requirements. The Commission requests comment on its determination to propose a regulatory exemption from the consent requirements of the E-SIGN Act.63
IV. Transition Rules and Compliance Period
Reg E-Delivery would take effect 60 days after publication of any final rule in the Federal Register (the “Effective Date”), with a two-year transition period running from the rule’s effective date, after which covered entities must comply with Reg E-Delivery and, with the exception of the Surviving Principles, the 1995 and 1996 guidance would be rescinded.64 During the two-year transition period, a covered entity may elect to rely on either the Existing E-Delivery Guidance or Reg E-Delivery.65 A covered entity that elects Reg E-Delivery would have to meet all the rule’s conditions (together with the Surviving Principles) and could not invoke the Existing E-Delivery Guidance to circumvent particular Reg E-Delivery requirements.66
Further, a covered entity that under the Existing E-Delivery Guidance has already obtained a covered recipient’s affirmative consent to electronic delivery of all covered information would not need to provide that recipient with the new Reg E-Delivery disclosure outlined above, because the recipient is already receiving communications at the electronic address supplied; the covered entity would still have to satisfy other newly established Reg E-Delivery requirements.67 However, the covered recipient could revoke that affirmative consent on or after the Effective Date and receive treatment as a covered recipient that requests paper delivery under Reg E-Delivery.68
To transition covered recipients that currently receive paper, a covered entity must send two paper notices: an initial paper notice at least 180 days before the transition and a follow-up paper notice 30 days before the transition.69 Each notice must explain the covered recipient’s rights to opt out, request paper and update its electronic address.70 The initial paper notice would be required to provide a description of the methods of e-delivery that may be used.71
V. Summary
Reg E-Delivery would represent a significant modernization of information delivery under the federal securities laws, affecting a broad range of covered entities, including investment advisers, investment companies, broker-dealers, transfer agents and corporate issuers. The Commission estimates that reliance on proposed Reg E-Delivery would yield aggregate cost savings of about $462.6 million annually in paper, printing and postage costs.72
The proposal requests comment on several key issues, including the length of the proposed two-year transition period, adoption of an access equals delivery approach for certain regulatory documents (such as fund prospectuses and shareholder reports), the approach of informing covered recipients of a default to e-delivery methods, and whether covered entities should be permitted to charge covered recipients who request paper copies of previously e-delivered covered information but not covered recipients who opt out of e-delivery going forward. Covered entities and covered recipients should consider how Reg E-Delivery would affect their delivery practices under the federal securities laws and whether to submit comments to help further inform and shape any final Reg E-Delivery rule.
