On July 16, 2026, the US Securities and Exchange Commission (Commission) proposed sweeping changes to its rules regarding electronic delivery of information to investors. Applicable to a wide variety of Commission-regulated entities, the proposed rules set forth the conditions and circumstances under which “covered entities” would be permitted to use e-delivery to deliver “covered information” to “covered recipients” without first obtaining their affirmative consent. If adopted in a subsequent rulemaking, Regulation E-Delivery would become the primary framework governing electronic delivery under the federal securities laws, while prior interpretive guidance would remain effective only to the extent it is not expressly superseded. Notably, the proposal falls short of a complete “access equals delivery” model, in which a recipient is deemed to have received a given document once it is posted online without further notice.

Background

Under the Commission’s current regulatory framework, required disclosures and reports generally continue to be delivered in paper form unless the recipient affirmatively elects electronic delivery. Instead, the proposed regulation would replace the Commission’s longstanding guidance-based approach, which has largely operated as an “opt-in” system, with a rule-based framework permitting electronic delivery without prior affirmative consent, subject to specified conditions. The Commission emphasizes that the proposed regulation addresses only procedural aspects of electronic delivery under the federal securities laws and, except as expressly provided, would not alter substantive rights or obligations established elsewhere under those laws.

The Commission notes that electronic communications have become substantially more prevalent through the widespread use of smartphones, tablets, cloud-based storage, artificial intelligence, blockchain technology, and distributed ledger systems used in securities offerings and transfers. The Commission further states that financial industry participants have repeatedly requested modernization of the existing electronic delivery framework through comments submitted in rulemaking proceedings and other communications with the Commission.

According to the release, the proposed regulation seeks to accommodate these technological developments while preserving recipients’ ability to receive paper documents. The proposal would permit covered entities to rely upon electronic delivery without first obtaining affirmative consent, provided recipients retain the ability to opt out of electronic delivery and obtain paper copies without charge. The Commission states that the proposal is intended to establish consistent requirements governing electronic delivery methods, website accessibility, protection of personal financial information, recipient notices, and procedures for obtaining paper copies or updating electronic contact information.

The Commission explains that the federal securities laws generally prescribe delivery obligations but do not specify the medium through which required information must be delivered. Consequently, the Commission historically addressed electronic communications through interpretive guidance rather than formal regulation. That guidance centered upon three principal considerations: notice, access, and evidence of delivery.

Overview of the Proposal

The proposal would apply to “covered entities,” “covered recipients,” and “covered information.” The Commission explains that these defined terms are intended to encompass the broad range of participants involved in securities transactions and required regulatory communications. Covered entities generally include persons having an obligation under the federal securities laws to deliver required information, and would include issuers, registered broker-dealers, registered investment advisers, registered investment companies, business development companies, transfer agents, indenture trustees, municipal securities dealers, funding portals, and certain other securities intermediaries. Covered recipients generally include current or prospective customers, clients, investors, security holders, counterparties, and similar persons entitled to receive regulatory information. Covered information generally consists of information that the federal securities laws require to be delivered.

The Commission identifies a broad range of documents that would constitute covered information, including:

• for investment companies: fund prospectuses, fund annual and semi-annual shareholder reports, Rule 19a-1 notices, proxy, and information statements;
• for issuers: prospectuses, annual reports to security holders, proxy and information statements, tender offer materials, and offering circulars;
• for broker-dealers: trade confirmations, Form CRS disclosures, and Reg S-AM disclosures; and
• for investment advisers: Form ADV Part 2 brochures, marketing and testimonial disclosures, agency cross transaction disclosures, and custody rule account statement notices.

The particular categories of covered information applicable to any given entity would depend on the delivery obligations imposed on that entity under the federal securities laws. The proposal would also expressly exclude certain categories of information from the definition of covered information. Delivery of any such excluded information would remain governed by the requirements otherwise applicable under the relevant rules rather than by Regulation E-Delivery.

Under the proposal, covered entities could elect to make electronic delivery the default method of delivery, although the proposal would not require them to do so. Regardless of whether default electronic delivery is adopted, entities relying upon the proposed rule would need to satisfy specified conditions before electronic delivery would be deemed to satisfy applicable legal delivery requirements. In particular, a covered entity would only be permitted to use e-delivery if: (1) the recipient has provided an electronic address, (2) the recipient receives notice that electronic delivery will be used, and (3) the recipient has not opted out. An “electronic address” is defined broadly to include any “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. . . .”

The proposal recognizes two principal methods of electronic delivery. Where covered information does not contain personal financial information, the information may be delivered directly to the recipient’s electronic address. Where covered information includes personal financial information, direct transmission generally would not be permitted. Instead, recipients would be provided with a “statement of availability” notifying them that information containing personal financial information is available through a secure website employing a process reasonably designed to safeguard that information. According to the proposal, once the recipient completes the applicable security process, the website should lead directly to the required information without unnecessary intermediate steps. The proposal would also permit use of the statement of availability method for information not containing personal financial information.

The Commission places particular emphasis on trade confirmations, noting that broker-dealers generate “approximately 40.6 billion written trade confirmations per year in the aggregate,” and that Rule 10b-10 confirmations may contain information “requiring prompt action by the recipient (such as an apparent error or an indication of possible fraudulent activity).” Accordingly, trade confirmations containing personal financial information generally would be delivered through the statement of availability method rather than transmitted directly.

The Commission further explains that every electronic delivery would include information describing how recipients may request paper copies free of charge, opt out of electronic delivery at any time, and update electronic contact information without charge. Electronic delivery would be required to occur no later than the applicable statutory or regulatory delivery deadline. Where website access is used, the proposal establishes minimum requirements governing website availability, duration of online access, presentation of information, and security measures applicable to materials containing personal financial information. Covered entities also would be required to adopt written policies and procedures reasonably designed to detect and remediate failed electronic deliveries, including invalid electronic addresses.

For recipients currently receiving paper communications, the proposal establishes a transition process before default electronic delivery may be implemented. The Commission proposes requiring an initial paper notice approximately 180 days before transition and a follow-up paper notice approximately 30 days before transition. These notices would advise recipients of the impending change, identify the electronic address to be used, and explain the procedures for opting out, updating contact information, and continuing paper delivery.

The Commission also proposes to exempt covered information delivered pursuant to Regulation E-Delivery from certain consumer consent requirements otherwise imposed by the Electronic Signatures in Global and National Commerce Act.

Application to Investment Companies

Regulation E-Delivery would rescind Rule 30e-3 under the Investment Company Act. Rule 30e-3 permits certain registered investment companies to fulfill shareholder report delivery requirements via “notice and access” rather than mailing full paper reports. According to the proposal, Rule 30e-3 would no longer be necessary if Regulation E-Delivery is adopted because Regulation E-Delivery would establish a comprehensive framework governing electronic delivery of covered information. The Commission explains that Rule 30e-3 currently provides a specialized method for satisfying shareholder report transmission requirements, whereas the proposed regulation would create a generally applicable electronic delivery framework available to covered entities that satisfy its conditions. The Commission therefore proposes eliminating Rule 30e-3 rather than maintaining overlapping electronic delivery regimes.

Application to the Proxy Rules

The proposal includes a series of amendments to Exchange Act Regulations 14A and 14C governing proxy solicitations and information statements, together with amendments to Rule 14d-5 governing tender offers. The stated purpose of these amendments is to facilitate reliance upon Regulation E-Delivery and to remove provisions that would otherwise conflict with or duplicate the proposed electronic delivery framework.

With respect to the proxy rules, the Commission explains that current Regulations 14A and 14C contain delivery mechanisms developed under a notice-and-access framework. Under the current framework, certain provisions require or contemplate paper notices, prescribed methods of mailing, or other delivery procedures that are not fully consistent with the proposed default electronic delivery regime. Accordingly, the Commission proposes amendments designed to harmonize those rules with Regulation E-Delivery while preserving the substantive disclosure obligations imposed by the proxy rules themselves.

The Commission explains that covered entities choosing to rely on Regulation E-Delivery would satisfy applicable delivery obligations through compliance with the requirements of the proposed regulation rather than through separate notice-and-access mechanisms contained in existing rules. At the same time, the proposal would not eliminate alternative delivery methods otherwise available under the federal securities laws unless specifically amended.

As to Rule 14a-16, which presently establishes the “notice and access” model for furnishing proxy materials, the Commission proposes revisions intended to coordinate that rule with Regulation E-Delivery so that the two regulatory approaches do not impose inconsistent procedural requirements. The amendments would, among other things, streamline the form and content of the new required notice into a “statement of availability.” The proposing release emphasizes that Regulation E-Delivery would become the principal framework governing electronic delivery where a covered entity elects to rely upon it.

Similarly, the proposing release includes amendments to the related proxy rules governing preliminary notices, proxy statements, and intermediary obligations. For example, the proposal would amend Rule 14a-3 to permit e-delivery for business combinations. The proposal would also streamline the process by which brokers and other intermediaries deliver a statement of availability to beneficial owners. The Commission explains that these amendments are intended to remove unnecessary duplication, modernize references to delivery methods, and ensure consistency throughout the regulatory scheme. The proposal does not state that substantive proxy disclosure requirements are being modified; rather, it characterizes the amendments as procedural changes relating to methods of delivery.

The proposal also addresses corresponding amendments to Regulation 14C governing information statements. As with the proxy rules, the Commission explains that existing provisions were drafted against a regulatory backdrop in which paper delivery generally served as the default method. The proposed amendments would conform these provisions to Regulation E-Delivery by recognizing electronic delivery methods that satisfy the conditions of the proposed regulation.

Application to the Tender Offer Rules

The Commission likewise proposes amendments to Rule 14d-5 governing dissemination of tender offer materials for both issuer and third-party tender offers. The Commission’s objective is to ensure that the electronic delivery provisions applicable to tender offers are consistent with the broader Regulation E-Delivery framework. The release explains that tender offer materials would remain subject to all substantive requirements applicable under the Exchange Act; only the procedural mechanisms governing delivery would be modified where Regulation E-Delivery applies.

Proposed Transition

To facilitate transition to Regulation E-Delivery, the Commission proposes a two-year interim compliance period beginning on the effective date of any final rule. During the ensuing two-year period, existing Commission guidance would remain operative while covered entities prepare to comply with Regulation E-Delivery. After expiration of that interim period, covered entities seeking assurance that electronic delivery satisfies their delivery obligations under the federal securities laws would be required to comply with Regulation E-Delivery.

Until rescission of the prior guidance becomes effective, a covered entity could choose either to continue relying upon existing guidance or to begin relying upon Regulation E-Delivery. However, an entity electing to rely upon Regulation E-Delivery during the interim period would be required to comply with the regulation as a whole and could not selectively combine favorable provisions from both frameworks. As an example, the Commission explains that a covered entity could not transition recipients from paper delivery to default electronic delivery under Regulation E-Delivery without also complying with the regulation’s additional requirements, including those governing statements of availability and the obligation to provide paper copies free of charge upon request.

The Commission separately addresses the proposed amendments to Regulations 14A and 14C and Rule 14d-5. It explains that the same two-year interim period would provide covered entities sufficient opportunity to update systems and procedures necessary to comply with those amended rules, including the provisions of Regulation E-Delivery incorporated into them. During the transition period, entities subject to those rules likewise could continue relying either upon the existing regulatory framework or upon the amended rules implementing Regulation E-Delivery.

Next Steps

If adopted, Regulation E-Delivery would allow covered entities to reduce paper, printing, and postage costs by making electronic delivery the default method of delivery. Realizing those benefits, however, would require covered entities to evaluate and, in many cases, enhance their existing systems and procedures. Among other things, covered entities would need to establish reliable methods for collecting and maintaining recipients’ electronic addresses, implement secure websites capable of hosting information that contains personal financial information, adopt written policies and procedures to detect and remediate failed deliveries, and administer the two-stage notice process required to transition recipients who currently receive paper communications. Covered entities would also need to determine whether to adopt electronic delivery as their default method or to continue relying on existing delivery practices during the interim compliance period.

As with other Commission rulemakings, the proposed rules would not become final unless the Commission votes again in the future to adopt them as final rules. Public comments on the proposal are due 60 days after publication in the Federal Register.