SEC Proposes to Modernize Electronic Delivery Requirements

Summary

On July 16, 2026, the U.S. Securities and Exchange Commission (SEC) proposed new Regulation E-Delivery (“Reg E-Delivery”), which would permit covered entities to use electronic media as the default method for delivery of offering documents, company reports, shareholder communications, and other materials under SEC rules if they elect to do so. Under the proposed rules, no prior affirmative consent would be required for electronic delivery, shifting the framework for electronic delivery from opt in to opt out. Reg E-Delivery would still permit investors and shareholders to request paper copies of material delivered electronically or to opt out of electronic delivery completely. Reg E-Delivery would also permit companies and others to satisfy information delivery requirements under the US federal securities laws by use of physical media (paper) as an alternative. Among other benefits, this shift is likely to result in significant reductions in the cost of printing and mailing paper documents for companies that currently incur high costs for physical delivery of paper documents.

Entities Covered. The proposed rules would apply to nearly every entity that is required to deliver SEC documents. A partial list of examples includes operating companies, investment companies and advisers, broker-dealers, banks, and transfer agents. The proposed rules do not make any distinction between filer classes (e.g., large accelerated filers, accelerated filers, or non-accelerated filers) or filer size or type (e.g., well-known seasoned issuers, smaller reporting companies, emerging growth companies, foreign private issuers, asset-backed issuers, or business development companies).

Transition Provisions for Reg E-Delivery. If adopted as proposed, Reg E-Delivery would become effective 60 days after publication of the final rules in the Federal Register and would require compliance within two years after the effective date. During this period, entities could comply with either the existing guidance on electronic delivery or Reg E-Delivery, but not both concurrently. There are no additional deferred compliance or phase-in provisions for filers such as smaller reporting companies, emerging growth companies, or foreign private issuers.

The two-year transition period would allow issuers and third parties that are involved in delivery of materials under US federal securities laws to investors, shareholders, and others to review current delivery methods and policies. The transition period would also facilitate consideration of whether and how to modify current use of electronic media and implement any changes in delivery media and methods. Entities that transition to the Reg E-Delivery requirements during this period would be required to implement Reg E-Delivery in full rather than adopting it for some recipients and continuing to rely on current interpretive guidance for other recipients.

Transition Period for Migration of Current Paper Recipients to Electronic Delivery. The proposed rules also include provisions that would permit entities to transition covered recipients who currently receive paper materials to electronic delivery under Reg E-Delivery. As discussed below, this involves paper notices containing disclosures about the pending change, including opt-out procedures. The initial notice would be delivered at least 180 days before the change, with a reminder delivered at least 30 days before the change. Covered entities that wish to transition current paper recipients to electronic delivery under Reg E-Delivery as of the entity’s compliance date should complete this process no later than the entity’s compliance date or the end of the two-year compliance period, whichever is later.

Impact on Current SEC Rules and Guidance. Reg E-Delivery represents an important modernization of the SEC’s approach to delivery of SEC materials. Currently, use of electronic media by issuers, intermediaries, and others is generally subject to interpretive guidance issued by the SEC in three releases published in 1995, 1996, and 2000 rather than formally adopted rules. As proposed, Reg E-Delivery would supersede the 1995 and 1996 releases in their entirety. The proposed rules do not make any changes to SEC rules that require electronic submission of information to the EDGAR filing system.

As described more fully below, Reg E-Delivery as proposed would amend the “notice and access” model that has applied to proxy materials and information statements for many years and the “access equals delivery” approach available for some prospectuses and other offering documents. In the proposing release, the SEC solicits comments on whether adoption of a framework that more broadly applies an access-equals-delivery approach would be preferable.

Public Comment Period. The proposed rules are subject to a public comment period that will end 60 days after publication of the proposed rules in the Federal Register. The SEC press release and fact sheet that discuss proposed Reg E-Delivery are available on the SEC website.

Actions for Companies and Other Covered Entities to Consider Now

Submit a Comment Letter. Companies that wish to submit a public comment letter to the SEC on the proposed rules should be aware of the 60-day public comment period and monitor the SEC website for the actual date on which the comment period will close after the proposed rules have been published in the Federal Register.

Begin Review of Current Paper and Electronic Delivery Methods and Potential Changes Permitted by the Proposed Rules (Optional). Because the final form and effective date of the proposed rules (if adopted) are not known, because the final rules are likely to include the extended transition period for compliance included in the proposed rules, and because the proposed rules, in general, would increase flexibility for use of electronic media, there are likely few actions that most companies can take at this point. Companies may wish to begin a preliminary assessment of the potential impacts and opportunities Reg E-Delivery presents. These could include:

• Identify the materials delivered by the company — such as offering documents, annual reports to shareholders, and proxy or information statements — that would be covered information under Reg E-Delivery. For most companies, the biggest ongoing impact of Reg E-Delivery is likely to be on delivery of proxy and information statements related to annual meetings of shareholders and consents in lieu of such meetings.
• Identify the recipients of covered information who would be covered recipients under Reg E-Delivery and therefore subject to its default delivery provisions.
• Identify how the requirements of Reg E-Delivery, such as the company having a valid electronic address and the exclusion of materials that include personal financial information, would affect the company’s ability to rely on Reg E-Delivery.
• Consider how the company would comply with the requirement that covered entities adopt and implement written policies and procedures “reasonably designed to identify and remediate e-delivery failures.”
• Make a general assessment of how the timeline for implementation of Reg E-Delivery might affect the company. Such assessment should also include a review of any new or modified company procedures for physical delivery of paper media to those who opt out, as well as new or modified procedures for electronic delivery and compliance with website posting requirements under Reg E-Delivery.

Because the proposed rules would not permit direct electronic delivery of materials that include personal financial information but instead would require that these materials be made available on a secure website, this assessment should include analysis of how the secure website will be set up and operated, estimates of initial and ongoing expenses, and any new or revised policies and procedures that would be associated with the secure website.

The transitional analysis should also include how (or if) the company will use an opt-out process to transition delivery to existing covered recipients who currently receive paper materials. The proposed rules require an initial notice at least 180 days before the transition date and a follow-up notice at least 30 days before the transition date to allow recipients to opt out of electronic delivery. Entities that wish to transition these recipients to electronic delivery on an opt-out basis concurrently with the company’s implementation of Reg E-Delivery should include this timeline in their overall compliance planning. This process is discussed in greater detail below. This assessment could include reviewing the email addresses the company currently uses to identify those that are no longer accurate or those that apply to former investors or others who no longer require delivery of company communications.

Companies that are planning major digital infrastructure investments may benefit from considering the potential benefits and requirements of the Reg E-Delivery proposed rules on new or enhanced digital infrastructure. The impact of the secure website requirement is an obvious consideration, but there may be other impacts in specific cases. Consistent with current SEC rules, the SEC’s EDGAR electronic filing website cannot be used to satisfy any web posting requirements under Reg E-Delivery.

Reg E-Delivery: A Deeper Dive

Reg E-Delivery, in general terms, would permit certain issuers and others (“covered entities”) to deliver certain information (“covered information”) by electronic means to satisfy delivery obligations to certain recipients (“covered recipients”) under the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), and other US federal securities laws. These definitions and other elements of proposed Reg E-Delivery are summarized in the following sections of this release.

Electronic delivery of covered information would generally be satisfied by one of two methods: (1) direct electronic delivery of the covered information itself (for example, as an email attachment or in the body of a message) or (2) electronic delivery of a statement of availability that provides notice that the covered information is available through a specified website. Direct delivery under the first method is not available for covered information that includes personal financial information. These materials may only be delivered using the second method, which must be delivered through a secure website that requires reasonable security measures such as password authentication. Reg E-Delivery, as proposed, would allow issuers to transition investors who currently receive paper communications to electronic delivery without the investor’s affirmative consent, subject to specific notice requirements with an opportunity to opt out of electronic delivery.

The sections that follow discuss Reg E-Delivery, including the definitions and requirements summarized above, in more detail.

Covered Entities

Covered entities would include any person who has an obligation to deliver covered information to a covered recipient under US federal securities laws. This includes the following entities, among others:

• Issuers conducting registered or exempt offerings under the Securities Act
• Issuers that have a class of securities registered under section 12 of the Exchange Act or are required to file reports under section 15(d) of the Exchange Act
• Transfer agents, broker-dealers registered under the Exchange Act, parties conducting proxy solicitations or tender offers, and any entity or person, including third parties, required to deliver proxy statements and materials to covered recipients

Covered Recipients

Covered recipients would include any current or prospective investor, securityholder, customer, client, counterparty, or other similar recipient of covered information.

Covered Information

Covered information would include any information required to be delivered to a covered recipient under US federal securities laws. A partial list of examples includes:

• Prospectuses and other offering materials delivered in securities offerings registered or exempt from registration under the Securities Act
• Proxy statements, annual reports to shareholders, and other proxy materials
• Tender offer materials

Personal Financial Information

The proposed rules would not permit direct electronic delivery of covered materials that include personal financial information. Electronic delivery would be accomplished by delivery of an electronic notice that the materials are available through a secure website. Personal financial information would include any information that is specific to a covered recipient’s personal financial matters, such as account numbers or details regarding a specific securities transaction.

Transition Requirements for Current Paper Recipients

Reg E-Delivery includes provisions that would permit covered entities to transition covered recipients who currently receive covered information in paper form to electronic delivery using an opt-out approach if certain conditions are satisfied. The conditions for this transition include:

• An initial notice delivered in paper media at least 180 days before the transition to default electronic delivery
• A follow-up reminder notice delivered in paper media at least 30 days before the transition

The notices would require information about the transition to electronic delivery, including the ability to opt out of electronic delivery and receive paper copies at any time, free of charge, and the ability to update or confirm the recipient’s electronic address.

The proposed transition requirements would not apply to:

• Covered recipients who already receive electronic delivery for all covered information
• Covered entities that choose not to transition their current electronic delivery methods for existing covered recipients to the default electronic delivery that would be permitted by Reg E-Delivery

As discussed above, compliance with Reg E-Delivery would be required no later than two years after the effective date, when the 1995 and 1996 guidance on electronic delivery will be generally superseded by Reg E-Delivery. Covered entities that wish to transition current paper delivery recipients to Reg E-Delivery’s electronic default framework as of the entity’s initial compliance date can do so at any time during the two-year compliance period, but they should be aware of the minimum 180-day and 30-day notice requirements discussed above. There is no requirement to transition current paper recipients to electronic delivery; however, covered entities can continue to deliver covered information to covered recipients who currently receive this information in paper format.

Statement of Availability for Electronic Delivery of Covered Information Containing Personal Financial Information

Where electronic delivery is affected by electronic delivery of a statement of availability, the proposed rules would require that this statement includes specific disclosure of:

• The covered recipient’s right to request one free paper copy of the covered information
• The covered recipient’s right to opt out of electronic delivery at any time and to receive paper copies free of charge
• The covered recipient’s right to update their electronic address with the covered entity free of charge as well as the process for exercising each of these rights, including, at a minimum, a website address where the recipient can do so

Where a covered recipient’s request for a paper copy or exercise of their opt-out right could result in restrictions on or termination of the covered recipient’s relationship with the covered entity, the statement of availability must also prominently disclose this consequence.

For covered information that does not include personal financial information, the website link included in the statement of availability must lead directly to the specific covered information described, not to the covered entity’s homepage or a general document library.

Impact on Proxy and Information Statements

Current SEC rules permit issuers to satisfy delivery requirements for proxy statements and related materials by “full set” delivery (which can be made by mailing paper copies or delivering electronic copies to shareholders who have previously opted into electronic delivery) or by use of the notice-and-access model that requires companies to deliver a paper Notice of Internet Availability that directs shareholders to proxy materials posted on a website.

Reg E-Delivery would not replace the notice-and-access model for delivery of proxy statements, other proxy materials, and information statements, but it would modify or eliminate some of the current requirements. For example, Reg E-Delivery would:

• Eliminate the current paper Notice of Internet Availability that is typically delivered by physical mail, to be replaced by an electronic statement of availability delivered electronically
• Eliminate the current use of a URL or QR code, to be replaced by direct electronic delivery or electronic notification of website availability

Reg E-Delivery would permit shareholders to opt to receive paper proxy materials or request paper copies of proxy materials. Reg E-Delivery would also eliminate the current prohibition against use of the notice-and-access model for business combination transactions that include a proxy solicitation, which would permit electronic delivery of these proxy materials.

Impact on Registered Securities Offerings

Reg E-Delivery would permit issuers, offering participants, and others to satisfy many Securities Act delivery obligations by electronic delivery without first obtaining the recipient’s affirmative consent if the recipient has supplied an electronic address, has been provided with the required disclosures concerning electronic delivery, and has not opted out of electronic delivery.

Reg E-Delivery would supplement but not replace Rule 172, which currently provides an access-equals-delivery approach for delivery of a final prospectus under certain circumstances for certain offerings. For example, Reg E-Delivery would permit electronic delivery of offering materials related to Form S-8 registration statements to former employees and other employee benefit plan participants who do not have access to the company’s email system rather than requiring physical delivery of paper offering materials.

E-Sign Act

To promote clarity and consistency, the proposed rules would exempt delivery of covered information to covered recipients from the requirements of the federal E-Sign Act (to the extent these might apply). This would ensure that covered entities relying on Reg E-Delivery will not need to comply with E-Sign Act consent requirements that would effectively reinstate the affirmative consent hurdle that the proposed Reg E-Delivery is designed to eliminate.

Investment Companies and Advisers

As noted above, the proposed rules will apply to and have important compliance and operating impacts on investment companies that are subject to the Investment Company Act of 1940 and the Investment Advisers Act of 1940. This alert does not discuss these impacts specifically. We encourage investment companies and advisers to seek information tailored to their regulatory requirements separately.