SEC Proposes Regulation E-Delivery: Paper Becomes the Exception

On July 16, 2026, the SEC proposed Regulation E-Delivery (Release No. 33-11430), which would reverse the longstanding default for delivering regulatory documents to investors. Under the proposal, electronic delivery would become the standard method for delivering prospectuses, proxy statements, shareholder reports, and other required disclosures — without first obtaining affirmative investor consent. Chairman Paul Atkins framed the change as modernizing: “In an age of artificial intelligence and blockchain technology, a default to paper delivery should be a relic, not a standard.”

The proposal is permissive, not mandatory. It creates a safe harbor whereby issuers that satisfy the rule’s conditions are deemed to have met their delivery obligations electronically, but no one is required to abandon paper. That said, the cost savings — reduced printing, postage, and fulfillment expenses — make adoption likely for most public companies, investment companies, investment advisers, and broker-dealers.

The Three Conditions

A covered entity may rely on Regulation E-Delivery if three conditions are met:

1. The recipient has provided an electronic address (email, text-capable number, or other electronic contact).
2. The entity has given the recipient prominent disclosure that covered information will be delivered to that electronic address.
3. The recipient has not opted out of electronic delivery.

No affirmative “click to consent” is required. The rule is technology-neutral — any electronic address that alerts the recipient to incoming communications qualifies and may range from email and mobile numbers to social media accounts and blockchain messaging platforms.

What Entities Are Covered?

The rule’s reach extends well beyond public companies. “Covered entities” include broker-dealers, registered investment advisers, registered investment companies (mutual funds, exchange-traded funds, closed-end funds), transfer agents, business development companies, and others with SEC delivery obligations.

What Counts as “Covered Information”?

The scope is broad. For public company issuers, covered information includes prospectuses, proxy statements, information statements, annual and semiannual shareholder reports, and tender offer materials. For investment companies and investment advisers, covered information includes fund prospectuses, fund shareholder reports, Form ADV Part 2 Brochures, Form CRS, and custody rule account statement notices. For broker-dealers, it includes trade confirmations, Regulation Best Interest disclosures, and Form CRS. If a firm has a delivery obligation under the federal securities laws, assume it is in scope unless specifically excluded. Information required under three SEC rules is expressly excluded from “covered information”: disclosures under Regulation Crowdfunding, Rule 15c2-11 broker-dealer information, and the security-based swap trade acknowledgment rule (Rule 15Fi-2). We anticipate that the Financial Industry Regulatory Authority will follow suit to allow automatic electronic delivery for its required disclosures, such as account statements and audited financial statements.

Personal Financial Information: A Different Path

Materials that do not contain personal financial information (PFI) may be delivered directly — as email attachments, embedded documents, or similar direct electronic transmission. Materials containing PFI follow a different track: The issuer sends a notice that the information is available through a secure website, with access gated by reasonable safeguards such as password authentication. For most public company and investment company disclosures, PFI is unlikely to be an issue and the direct delivery path should apply, but broker-dealers and investment advisers should carefully review the implications of the PFI guidance.

Proxy and Tender Offer Implications

The proposal amends Regulations 14A and 14C and Rule 14d-5 to fold the new e-delivery framework into the proxy solicitation and tender offer processes. The current Notice of Internet Availability mechanism for proxy materials would be amended to provide for electronic notifications that contain direct links to relevant documents. Issuers and their advisers should assess how these changes interact with existing proxy distribution arrangements and vendor relationships.

The proposal also carries strategic implications for proxy contests and third-party tender offers. An issuer that provides a shareholder list under Rule 14a-7 or Rule 14d-5 would need to include available electronic addresses; if it cannot or will not provide the complete information, including because of privacy or contractual restrictions, it instead would be required to disseminate the third party’s materials. Although the SEC states that it would expect those materials to be delivered electronically to shareholders who already receive the issuer’s materials electronically, the proposed rules would not expressly require that result, and the SEC requests comment on the issue.

Investors currently receiving paper documents will not be switched overnight. The proposal requires two separate paper notices before transitioning an existing paper recipient to e-delivery (with the initial notice sent 180 days and a follow-up notice sent 30 days before the intended transition date). These notices must explain what is changing, the investor’s right to continue receiving paper, and how to opt out. Entities that have already obtained affirmative consent to deliver all covered information electronically under the current framework generally would not need to provide additional transition disclosure.

Ongoing Obligations

Covered entities relying on the rule must also maintain written policies and procedures designed to identify and remediate failed electronic deliveries (e.g., monitoring for bounce-backs and invalid addresses). They must provide paper copies upon request free of charge, permit recipients to update their electronic address without charge, and maintain website availability standards for posted materials.

E-SIGN Act Waiver

The proposal would exempt covered entities from the consumer consent requirements of the E-SIGN Act for information delivered under Regulation E-Delivery. This is a meaningful simplification: Issuers and others would no longer need to navigate the layered consent mechanics that have historically made e-delivery operationally cumbersome.

Interaction With EU/UK E-Privacy Rules

Regulation E-Delivery would not displace EU/UK e-privacy rules governing unsolicited electronic direct marketing, which generally require prior opt-in consent. However, those rules apply only where (i) the sender is established in the EU or UK or is otherwise subject to their extraterritorial reach and (ii) the relevant communications are promotional in nature.

Although the concept of “promotional” is construed broadly, administrative or operational communications — commonly referred to as “service messages” — fall outside the scope of EU/UK e-privacy rules. Given the nature of the disclosures contemplated by Regulation E-Delivery, many such communications are likely to qualify as service messages and therefore would not be subject to EU/UK e-privacy opt-in requirements.

Where that is the case, senders who are otherwise subject to EU/UK data protection law — principally the General Data Protection Regulation — would likely be able to rely on their legitimate interests as the lawful basis for sending such communications. Importantly, this basis operates on an opt-out model rather than requiring prior opt-in consent, though senders would still need to satisfy the applicable legitimate interests balancing test and ensure recipients are afforded a clear right to object.

Timeline and Next Steps

The comment period closes September 21, 2026 (60 days after Federal Register publication on July 21, 2026). If adopted, the rule would become effective 60 days after publication of the final rule in the Federal Register, with a two-year interim period before the SEC’s prior e-delivery guidance is rescinded. The 1995 and 1996 E-Delivery Guidance would be superseded; the commission anticipates retaining the majority of the 2000 Guidance. To be clear, the two-year period is intended as a transition period in which firms can structure their electronic delivery processes either under existing guidance or Regulation E-Delivery. The release also proposes to rescind Rule 30e-3 under the Investment Company Act, which currently provides an alternative framework for fund shareholder reports.

What Covered Entities Should Be Doing Now

The practical impact for many public companies and other covered entities will be a welcome reduction in costs and complexity. But the transition is not self-executing. Companies should take the following steps:

Assess readiness. Evaluate whether current investor-communication systems can satisfy the proposed notice, website-access, opt-out, and paper-request requirements. Review transfer agent and other intermediary arrangements and proxy distribution vendor contracts for any provisions that may need updating.

Review proxy and tender offer workflows. The amendments to Regulations 14A and 14C will change how proxy materials are disseminated. Companies should work with their proxy solicitors to understand the operational changes.

Consider commenting. The SEC has specifically flagged the transition timeline, notice mechanics, and treatment of paper-preferring investors for input. The 60-day window is an opportunity to shape the final rule.

Don’t wait for final rules. Even with a two-year transition period, building the infrastructure for compliant e-delivery — including address collection, opt-out tracking, and failed-delivery monitoring — takes planning. Firms that begin assessing their systems now will be best positioned when the rule takes effect.