The proposal would establish an opt-out model in which e-delivery is presumed unless a recipient affirmatively elects to receive paper.

By Michele M. Anderson, Alexander F. Cohen, Paul M. Dudek, and Joel H. Trotter

On July 16, 2026, the Securities and Exchange Commission (SEC) proposed Regulation E-Delivery (Reg E-Delivery), a comprehensive rule that would make electronic delivery the default method for transmitting regulatory disclosures to investors under the federal securities laws. The proposal would fundamentally reverse the decades-old framework that is currently in place — under which paper delivery remains the default unless an investor affirmatively opts in to e-delivery — by establishing an opt-out model in which e-delivery is presumed unless a recipient affirmatively elects to receive paper.

The proposal would broadly apply to public reporting companies, registered investment advisers, regulated investment companies, broker-dealers, and others with delivery obligations under the Securities Act, the Exchange Act, the Trust Indenture Act, the Investment Company Act, the Advisers Act, or any other of the federal securities laws. For reporting companies, the proposal introduces consequential changes to the existing proxy delivery process, including eliminating the current “notice-only” delivery option and making Reg E-Delivery the exclusive e-delivery method for proxy materials.

The proposed rules would provide meaningful benefits if adopted. For example, they would:

  • eliminate the need to obtain affirmative investor consent before delivering prospectuses, proxy materials, information statements, tender offer materials, and other documents electronically;
  • reduce paper, printing, and mailing costs;
  • facilitate the use of more personalized, interactive, and engaging disclosure through online tools, such as calculators or hover-overs, and flexible formats; and
  • permit e-delivery of materials relating to business combination transactions.

Highlights of the Proposal

Opt-Out Would Replace Opt-In

Reg E-Delivery would permit, but not require, covered entities to use e-delivery as the default method of delivery for information required under the federal securities laws, while providing recipients the ability to opt out of e-delivery and receive the information in paper, free of charge. Reg E-Delivery would eliminate the requirement that exists today to obtain affirmative consent from investors and others before using e-delivery, although entities could continue to obtain affirmative consent if preferred.

Optional and Non-Exclusive Method of e-Delivery (Except for Proxy and Information Statements)

If adopted, covered entities that comply with the conditions and requirements of Reg E-Delivery would be assured that they have satisfied, through the use of e-delivery, the requirements to deliver covered information under the federal securities laws. However, there is no obligation to adopt e-delivery across the board or at all, and covered entities may elect to use e-delivery selectively.

With the exception of proxy and information statements (discussed below), e-delivery under Reg E-Delivery would not be the exclusive method for delivering proxy materials electronically, but any other methods must provide assurance comparable to paper delivery that the required information will be delivered.

Three Conditions to Satisfy Reg E-Delivery

A covered entity would be able to rely on the proposed rule to satisfy its delivery obligation electronically where: (1) the recipient has provided an electronic address; (2) the entity has provided prominent disclosure that information will be delivered electronically to that address; and (3) the recipient has not opted out of e-delivery. If the recipient has not provided an electronic address, the entity must send the information in paper.

Technologically Neutral Definitions of Electronic Address and Electronic Delivery

Electronic address and electronic delivery would be defined broadly and flexibly to allow the framework to evolve with technological developments. Information may be delivered to an email address, a mobile phone number via text, a social media or electronic messaging platform, a blockchain messaging system, an inbox available in a covered entity’s web portal, or any other means of communication capable of receiving electronic delivery and alerting the recipient that information is available.

Two Methods of e-Delivery

Reg E-Delivery would prescribe two permissible methods of e-delivery, with the selection dependent on whether the information to be delivered contains personal financial information (PFI), such as account numbers or other sensitive data:

  • Direct delivery. Under the direct delivery method, the full document is attached to or included in the body of an electronic communication, such as a PDF attached to an email. This method is available only when the document does not contain PFI.
  • Statement of availability. Under the statement of availability method, the electronic communication contains a link to a website where the information can be accessed. This method is required when the information contains PFI and is optional when the information does not contain PFI. This method also requires the covered entity to maintain an accessible website where the information is available.

The covered information must be delivered electronically no later than the date by which the information is required to be delivered under the federal securities laws.

Obligations to Provide Paper Copies and Permit Opting Out of E-Delivery

Regardless of the method of e-delivery, the information would need to include a prominent statement explaining the process for a recipient to obtain a free paper copy of the document, opt out of e-delivery at any time, and update one’s electronic address. Covered entities must print paper versions and send them by US first class mail or another reasonably prompt means within three business days of a request.

“Access Equals Delivery” Rejected

Notably, the Commission expressly rejected an “access equals delivery” model, such as mailing a paper postcard with a QR code or URL where the covered information is available online, establishing that e-delivery under the rule would require actual transmission to the recipient’s electronic address.

Policies and Procedures

Covered entities would be required to adopt written policies and procedures reasonably designed to identify and remediate failed e-deliveries (e.g., bounced emails). In the event of a failed deliver, the entity must obtain a new electronic address or deliver the information in paper.

Corresponding Changes to the Proxy and Tender Offer Rules, With More Prescriptive Requirements for Proxy Solicitations

Proxy Rules

Under the current proxy rules, a company or other soliciting person can furnish proxy materials to shareholders by mailing a full set of proxy materials in paper, delivering a full set electronically to those who provided their affirmative consent to e-delivery, or posting the materials on a website and sending a “Notice of Internet Availability” that explains how to access the materials online (also known as “notice-only”).

The SEC proposed amendments to Regulations 14A and 14C that would significantly change the existing proxy and information statement delivery framework for reporting companies, other soliciting persons, and intermediaries (e.g., broker-dealers and banks). These amendments include:

  • Two delivery options, with Reg E-Delivery as the exclusive electronic method. Companies and others would have two delivery options: (1) deliver a full set of proxy materials in paper, or (2) use the e-delivery methods under Reg E-Delivery. E-delivery under Reg E-Delivery would be the only permissible method for delivering proxy materials electronically. However, companies and others would not be required to implement a default e-delivery system or use e-delivery to satisfy their obligations to deliver proxy materials.
  • Elimination of notice-only delivery. The current notice-only option under which companies and others send a Notice of Internet Availability at least 40 days before the meeting would be eliminated and replaced by the statement of availability method prescribed under Reg E-Delivery.
  • Removal of 40-day deadline. With the elimination of the notice-only option, the 40-day advance delivery requirement would also be removed, potentially reducing timing challenges that some companies may face during proxy season.
  • Website availability preserved. Regardless of the delivery method used, companies and other soliciting persons must continue to make proxy materials available on a publicly accessible website, as they are required to do today.
  • E-delivery for business combinations allowed. The SEC proposed to amend Rule 14a-16 to permit a choice between full paper delivery or e-delivery for business combination transactions.
  • Intermediary coordination unchanged. The procedural and timing requirements for coordinating delivery through intermediaries generally would remain intact.

Tender Offer Rules

The proposal also would extend the Reg E-Delivery framework to tender offer materials. Under the proposed rules, tender offer statements and related disclosures could be delivered electronically in accordance with the same conditions and methods applicable to other documents. For both proxy solicitations and tender offers, companies and third parties may choose to deliver the materials in paper despite any consent to or default to e-delivery, which parties in proxy contests and hostile tender offers may prefer in order to obtain higher response rates.

Transition Provisions and Lengthy Compliance Period

For investors currently receiving paper (because they have not provided affirmative consent to e-delivery under the current framework), covered entities that wish to transition their e-delivery processes to default e-delivery would need to send them two paper notices — an initial notice at least 180 days before the transition to e-delivery as the default delivery method and a reminder 30 days before — informing investors of the switch and their ability to opt out. Entities that have already obtained affirmative consent from investors would generally not need to provide transition disclosure to those investors, as the investor’s existing consent already establishes the e-delivery relationship.

Next Steps

To allow for planning and implementation of necessary systems and procedures for compliance with Reg E-Delivery and the transition provisions, the SEC proposed a two-year compliance period running from the rule’s effective date, with voluntary early compliance permitted.

Importantly, the proposal does not alter the content or substance of any required disclosure, nor does it modify the liability provisions under the federal securities laws. If adopted, Reg E-Delivery would supersede the SEC’s 1995 and 1996 interpretive releases and portions of the SEC’s 2000 guidance on the use of electronic media.

Comments on the proposal are due by September 19, 2026, 60 days after the proposal was published in the Federal Register.