SEC Proposes to Authorize Electronic Delivery of Documents Required by the Federal Securities Laws and Regulations

On July 16, 2026, the SEC proposed Regulation E-Delivery (Reg E-Delivery), which if adopted would: (i) establish conditions under which the delivery requirements of the Federal securities laws could be satisfied by delivering information electronically (e-delivery) without the need to first obtain recipients’ affirmative consent; (ii) rescind the rule providing alternative means for registered investment companies to satisfy shareholder report transmission requirements; and (iii) amend rules addressing the dissemination of proxy and tender offer materials to facilitate consistency with the proposed new e-delivery framework. The proposal reflects the SEC’s decades-long experience with the use of electronic media to provide investors with information, significant advances in electronic communication technologies, as well as studies on investor/stakeholder preferences.

Scope of Reg E-Delivery

The proposal addresses e-delivery to “covered recipients” of “covered information” by “covered entities.” A “covered recipient” would be any current or prospective customer, client, investor, security holder, counterparty, or similar recipient of information (other than the SEC, any other Federal or state regulator, or any self-regulatory organization (SRO)). “Covered information” would be any information required to be delivered to a covered recipient under the Federal securities laws, other than: (i) information required to be delivered under Regulation Crowdfunding, Exchange Act Rule 15c2-11 (which prohibits brokers from publication or submission for publication of quotations unless specified information is available), and Exchange Act Rule 15Fi-2(c) (acknowledgment and verification of security-based swap transactions), as each of the foregoing reflects a tailored e-delivery framework; (ii) information required to be filed with the SEC or otherwise made available generally to the public but not delivered to particular recipients, and (iii) disclosures made pursuant to any applicable state laws or the rules of SROs, including FINRA and the Municipal Securities Rulemaking Board.¹ “Covered entities” would be any person that has an obligation to deliver covered information to a covered recipient under the Federal securities laws.² Reg E-Delivery would permit (but not require) covered entities to use e-delivery as the default method of delivery for covered information.

General Requirements

A covered entity would be able to rely on the proposed rule to use e-delivery to satisfy its delivery obligations for covered information (regardless of whether it elects to use e-delivery as a default or continues to require affirmative consent to e-delivery) if: (i) the covered recipient has provided an electronic address to receive covered information (or in the case of electronic addresses that are mobile applications, accepts to use);³ (ii) the covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to the electronic address provided; and (iii) the covered recipient has not opted out of e-delivery. Covered entities may limit their use of e-delivery to certain covered information and/or to certain covered recipients (such as institutional investors). Although a covered entity may use a method of e-delivery that differs from those contemplated in Reg E-Delivery, so long as that method provides assurance of delivery comparable to paper delivery, use of the methods provided would assure that applicable delivery requirements under Federal Securities laws will have been satisfied.

The proposal includes two methods of e-delivery: (i) direct delivery, and (ii) a statement of availability. A covered entity could electronically deliver covered information directly to a covered recipient’s electronic address (e.g., attached to or included in the body of an email) only if it does not include personal financial information (PFI). Electronic delivery of covered information that includes PFI would require delivery to the covered recipient’s electronic address of a statement of availability (which must not contain PFI, and must specify a website or mobile application where a covered recipient would be able to access the covered information that requires the use of a process reasonably designed to safeguard the PFI, such as passwords, two-factor authentication, biometrics, or cryptography). A covered entity also would be permitted to use this e-delivery method for covered information that does not include PFI. The statement of availability must include a prominent statement identifying the covered entity and the type of covered information that is available, a brief description of the covered information, whether the covered information may require action by the covered recipient within a fixed time frame to exercise certain rights, and whether the covered information is delivered by a person delivering on behalf of the covered entity. A message directly delivering covered information must include substantially the same information regarding the nature of the information being delivered. The website address relied upon for compliance with Reg E-Delivery may not be the SEC’s website address.

Regardless of the e-delivery method, the delivery of covered information would need to include a prominent statement explaining the process to (without charge): (i) obtain a paper version of the covered information upon request;⁴ (ii) opt out of e-delivery at any time with respect to all or a subset of covered information; and (iii) update one’s electronic address. This statement must also direct a covered recipient to a website through which one can make these requests and updates. A covered entity that intends to e-deliver covered information by default would need to provide a clear and conspicuous disclosure to the covered recipient that describes the types of covered information that will be delivered electronically. If applicable, this disclosure must state whether a covered recipient’s request for paper or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity. For the covered recipients that do not intend to pursue the default e-delivery model, the disclosure must inform them that they must affirmatively elect to receive covered information electronically if they so choose. Covered information must be delivered no later than the date by which it is required to be delivered under the Federal securities laws.

The proposed rule would require covered entities to adopt written policies and procedures reasonably designed to identify and remediate failed e-delivery, including detecting an invalid or inoperable electronic address, and obtaining a new electronic address or delivering the covered information in paper format until the covered recipient provides a new electronic address.

Transition Process

A covered entity that wishes to transition current covered recipients receiving paper (for whom the covered entity has an electronic address) to default e-delivery would generally be required to provide a paper initial notice containing prescribed disclosures (including opt-out procedures) at least 180 days before the transition to default e-delivery, and a paper follow-up notice 30 days before the transition. However, a covered entity may begin using e-delivery at any time after the covered recipient updates or confirms an electronic address in response to the initial or follow-up notice. This transition requirement does not apply to covered recipients who already receive e-delivery for all covered information, or covered entities that do not wish to transition to default e-delivery for existing covered recipients.

E-Sign Act

To the extent that any covered information delivered under proposed Reg E-Delivery otherwise would have been subject to the consumer consent requirements of the Electronic Signatures in Global and National Commerce Act, Public Law 106-229 (114 Stat. 464) (2000) (the “E-SIGN Act”), such covered information would be exempt from such requirements.

Current E-Delivery Guidance

If the proposed rule is adopted, it would be the primary rule addressing e-delivery. Therefore, if adopted, Reg E-Delivery would supersede the SEC’s 1995 and 1996 Guidance in their entirety (with certain principles reaffirmed in any release adopting Reg E-Delivery), with the majority of its 2000 Guidance retained, with only certain sections and examples superseded by Reg E-Delivery.⁵

Amendments to Current Rules

The proposal would rescind Rule 30e-3 under the Investment Company Act, which generally permits certain investment companies to satisfy shareholder report delivery requirements by making those reports available online and then providing a notice of that availability through a paper notice, such as a postcard, rather than directly mailing the report (or emailing an electronic version of the report or a link to the report) to shareholders.

With respect to proxy materials, Reg E-Delivery would generally supersede the “notice and access” model currently provided by Exchange Act Rule 14a-16, by removing the ability to send a “Notice of Internet Availability” in paper (such that delivering a full set of proxy materials in paper would be the only alternative to direct e-delivery or e-delivery of a statement of availability). As shareholders would be able to access proxy materials more efficiently with direct e-delivery or e-delivery of a statement of availability of proxy materials, the related deadline in the current rule to send a notice 40 days in advance of the meeting date would no longer be necessary; regardless of the e-delivery method used, proxy materials would be required to be delivered no later than the date on which they are required to be delivered under the Federal securities laws. Accordingly, the deadline for delivering proxy materials for a routine annual meeting, whether delivered electronically or in paper, would generally be established by applicable state law. Proposed amended Rule 14a-16 would also remove the business combination exclusion, and update the means of conducting broker searches. In addition, the amended rule would remove certain content and other requirements deemed no longer necessary, but retain certain requirements specific to proxy materials, including the required legend, control/identification numbers, and deadlines for paper copy requests. Issuers would still be required to provide shareholders with a means to execute a proxy as of the time a statement of availability is first sent to shareholders.

With respect to tender offers, the proposal would amend Exchange Act Rule 14d-5 to clarify that electronic delivery of tender offer materials is an acceptable method of dissemination and to further facilitate electronic delivery of tender offer materials.

While the proposed rules are designed to allow shareholders to receive proxy materials and tender offer materials in the format they prefer, the proposed rules would not prevent an issuer or third party from supplementing the electronic delivery of proxy materials or tender offer materials with delivery of those materials in paper format.

Compliance Period

Under the proposal, there would be a two-year interim period before rescinding the SEC’s 1995 and 1996 Guidance. After the publication of Reg E-Delivery, but before the effective date of such rescission, a covered entity could rely either on such guidance or on Reg E-Delivery when using e-delivery to satisfy delivery requirements under the Federal securities laws.

Comments are due within 60 days after publication in the Federal Register.

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.