SEC Proposes Regulation E-Delivery to Allow Electronic Delivery to Become the Default for Federal Securities Laws Communications
On July 21, 2026, the Securities and Exchange Commission (SEC) published proposed Regulation E-Delivery, a sweeping overhaul of the framework governing how issuers, broker-dealers, investment advisers and other SEC registrants deliver required disclosures to investors. If adopted, the rule would replace the SEC's decades-old, guidance-based approach to electronic delivery with a modern, rules-based regime that allows electronic delivery to become the default. Comments are due September 21, 2026.
Background: Why This Matters
Under the current framework, most required regulatory disclosures default to paper delivery unless the recipient affirmatively elects to receive them electronically. The "opt-in" process is generally cumbersome, including a multi-step verification process under the E-SIGN Act that has constrained electronic delivery adoption. The result is billions of pages of paper mailings each year.
Regulation E-Delivery would flip the default delivery method from paper to electronic delivery. Rather than requiring recipients to opt in to electronic delivery, the rule would permit covered entities to deliver disclosures electronically unless the recipient opts out. The proposed new regime is permissive, not mandatory. No covered entity would be required to switch to electronic delivery, but those that do would have a clear, rules-based safe harbor to rely on.
Scope and Key Definitions
The proposal is deliberately broad. If adopted, Regulation E-Delivery would apply across the federal securities laws.
"Covered entities" include any person required to deliver information under the federal securities laws: issuers, broker-dealers, investment advisers, registered investment companies, transfer agents, business development companies and parties conducting proxy solicitations or tender offers.
"Covered information" encompasses virtually any disclosure required to be delivered to a covered recipient under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940 or any other of the federal securities laws. This includes issuer prospectuses, annual and periodic reports and proxy and tender offer materials for issuers and third parties (e.g., bidders in a hostile tender offer and dissidents in a proxy contest). For investment companies and investment advisers, covered information includes fund prospectuses, fund annual and semi-annual reports, custody rule account statement notices, Form ADV Part 2 Brochures and Part 3 Form CRS. For broker-dealers, covered information includes trade confirmations, Form CRS and disclosures required under Regulation Best Interest. The proposed rule also exempts covered information from the consumer consent provisions of the E-SIGN Act, to the extent applicable.
"Covered recipients" means any current or prospective customer, client, investor, security holder or similar recipient.
A handful of narrow exclusions apply (e.g., Regulation Crowdfunding, Rule 15c2-11 and security-based swap trade acknowledgments are carved out) but the scope captures the vast majority of routine disclosure delivery obligations.
How the New Default Would Work: Three Conditions
A covered entity may rely on Regulation E-Delivery to satisfy its delivery obligations where three simple conditions are met:
- The covered recipient has provided an electronic address (e.g., an email address provided in connection with opening a brokerage account or purchasing securities).
- The covered entity has provided a prominent disclosure that it intends to send covered information to that electronic address.
- The covered recipient has not opted out of electronic delivery.
Two Permissible Delivery Methods
The proposed rule provides two methods for electronic delivery, depending on the nature of the information:
- Direct Delivery: For covered information that does not contain personal financial information (PFI), a covered entity may deliver the document directly to the recipient's electronic address (e.g., as an email attachment or in the body of an email).
- Statement of Availability: For covered information that contains PFI (e.g., trade confirmations or account statements), the covered entity must instead send a notice directing the recipient to a secure location where the information can be accessed, such as a password-protected website. This method may also be used for non-PFI materials at the covered entity's election.
In both cases, recipients retain the right to opt out at any time free of charge, request a paper copy within three business days by first-class mail and update their electronic address. Covered entities must maintain written policies to identify and remediate failed deliveries.
Impact on Proxy Materials and Prospectuses
With respect to proxy statement delivery, Regulation E-Delivery would eliminate the "Notice of Internet Availability" as a standalone delivery method, moving issuers instead to default electronic delivery through the proposed rule's two permitted methods. It would also eliminate the longstanding prohibition on using "notice-and-access" for business combination proxy solicitations, extending electronic delivery to transactions that historically required delivery of a full paper set (e.g., mergers). The proposal also would make numerous conforming technical amendments to Regulations 14A and 14C affecting intermediaries, beneficial owner communications, shareholder lists, householding, proxy websites and related proxy processing requirements.
On the prospectus side, Regulation E-Delivery would update the ways Securities Act prospectus obligations may be satisfied–though the proposal would not change substantive Securities Act prospectus delivery obligations. The proposed rule does not displace Rule 172's "access equals delivery" framework permitting many issuers and other offering participants to satisfy the final prospectus delivery obligation via the filing of the final prospectus. Notably, the SEC is not proposing a broader "access equals delivery" approach but is specifically requesting comment on whether it should.
Transition for Existing Paper Recipients
The proposal includes a thoughtful transition mechanism for recipients currently receiving paper. A covered entity wishing to move these recipients to default electronic delivery must provide two paper notices: (1) an initial notice at least 180 days before the transition; and (2) a follow-up notice 30 days before the transition. Both notices must alert the recipient about the pending switch to electronic delivery, identify the electronic address that will be used and explain the recipient's right to opt out and continue receiving paper. This transition process does not apply to recipients already receiving information electronically or to covered entities that simply choose not to adopt electronic delivery.
Comment Period and Timeline
Comments are due September 21, 2026, 60 days from the publishing date of the proposal. If adopted, Regulation E-Delivery would become effective 60 days after publication of the final rule, with a two-year transition period during which the SEC's prior electronic delivery guidance would remain in effect.
Takeaway
Regulation E-Delivery represents the most significant modernization of SEC disclosure delivery mechanics in three decades. For issuers, broker-dealers and investment advisers, it promises meaningful cost savings and operational simplification, particularly for those still managing large-scale paper mailings. The immediate action items are to review the proposal, assess how Regulation E-Delivery would impact existing delivery infrastructure and practices, and prepare for the transition process for covered recipients receiving paper communications.
For more information on the SEC's proposed Regulation E-Delivery rule and its potential impact on electronic delivery of federal securities law communications, please contact Scott Gootee, Eric Mikkelson, Andrew Arbuckle or the Stinson LLP contact with whom you regularly work.
