On July 16, 2026, the Securities and Exchange Commission (SEC) proposed Regulation E-Delivery, which would make electronic delivery the default method for delivering regulatory disclosures to investors, clients and other recipients under the federal securities laws. If adopted, Regulation E-Delivery would become the SEC’s primary rule on e-delivery and would generally supersede its current guidance-based framework, which is built on an “opt-in” model requiring affirmative investor consent before documents can be delivered electronically. The public comment period will remain open for 60 days after the proposing release is published in the Federal Register.

Why This Matters

Under current guidance, issuers and market intermediaries generally must deliver many required regulatory disclosures and reports in paper unless the recipient opts into electronic delivery. Regulation E-Delivery would reverse that presumption: covered information could be delivered electronically by default unless the recipient affirmatively opts out.

The SEC expects that this move from an opt-in to an opt-out regime would materially increase the share of deliveries made electronically, projecting that the substantial majority of recipients who currently receive paper would transition to e-delivery rather than opt out. The SEC anticipates that a broad population of covered entities would choose to rely on the rule, reaching a large share of investors and other recipients across the affected markets. For issuers that print and mail large volumes of prospectuses, proxy materials, information statements and shareholder reports, default e-delivery represents a meaningful potential reduction in paper, printing and postage costs, alongside a one-time operational and compliance burden.

Who Should Pay Attention

The proposal is deliberately broad, and issuers are squarely within it. “Covered entities” would include any person with an obligation to deliver covered information to a covered recipient under the federal securities laws—expressly including issuers as well as investment advisers and broker-dealers. “Covered information” would include generally any information required to be delivered to a covered recipient under the federal securities laws, and “covered recipients” would include current or prospective customers, clients, investors, security holders, counterparties and similar recipients. In practice, any issuer with prospectus, proxy, information statement, tender offer or shareholder report delivery obligations should assume it is in scope.

How the New Default Would Work

A covered entity could rely on Regulation E-Delivery to satisfy its delivery obligations where three conditions are met: (1) the recipient has provided an electronic address; (2) the entity has given the recipient prominent disclosure that covered information will be sent to the electronic address provided; and (3) the recipient has not opted out of e-delivery. The rule would permit, but not require, entities to use e-delivery as the default, preserving flexibility for those that prefer to maintain paper.

Regulation E-Delivery would provide two permissible e-delivery methods. For covered information that does not include personal financial information (PFI), an entity could electronically deliver the information directly to the recipient’s electronic address. For covered information that includes PFI, an entity would be required to deliver a statement of availability of information to the recipient’s electronic address (e.g., an email with a link to the website address where the recipient can access the information). This e-delivery method is also permitted for covered information that does not include PFI. The rule would also impose general requirements governing the method and timing of e-delivery, and requirements for the websites on which covered information is posted.

Importantly, recipient protections are built in. A covered entity would have to allow recipients to: (1) obtain a paper version of covered information upon request, free of charge; (2) opt out of e-delivery at any time and receive all or a subset of covered information in paper format, free of charge; and (3) update their electronic address, free of charge. Where a recipient requests paper or opts out, the entity would also have to inform the recipient of the potential consequences of that choice.

Notably, the SEC is not proposing to adopt an “access equals delivery” model at this time, but it is requesting comment on that concept—a point issuers focused on prospectus-delivery mechanics will want to track, since a future “access equals delivery” framework could further reshape delivery obligations.

Transition Mechanics

The rule’s effective date is proposed to be 60 days after publication of any final rule in the Federal Register, with a two-year interim period from the effective date before rescinding prior guidance.

The proposal includes a special transition process for recipients who are receiving paper at the time the rule becomes effective and whom the entity wishes to move to default e-delivery. Those recipients would receive two paper notices describing the upcoming transition, the electronic address to be used and their ability to opt out and receive paper. The initial notice would be provided at least 180 days before the transition to default e-delivery, and a follow-up notice would be provided 30 days before the transition. The transition process cannot be applied to recipients who request paper delivery after the effective date. Entities that already obtained affirmative consent to deliver all covered information electronically under the current guidance generally would not need to provide this transition disclosure.

The key dates and deadlines are summarized below.

Related Amendments

The proposal would amend certain rules governing dissemination of proxy and tender offer materials in Regulations 14A and 14C and Rule 14d-5 under the Securities Exchange Act of 1934, as amended, folding the new e-delivery framework into the proxy solicitation and tender offer processes. The proposal would also rescind Rule 30e-3 under the Investment Company Act, which currently provides an alternative means for registered investment companies to satisfy shareholder report transmission requirements.

The proposal would also exempt covered information delivered under Regulation E-Delivery from the consumer-consent requirements of the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) to the extent those requirements would otherwise apply. This is significant because entities have historically treated E-SIGN as requiring a multi-step process to obtain and confirm affirmative e-delivery consent, and the exemption is intended to remove that friction under the new default framework.

Action Items

Clients do not need to wait for adoption to begin planning. In the near term, we recommend the following steps:

• Assess exposure and quantify the opportunity. Identify which delivery obligations, document types and recipient populations fall within “covered information” and “covered recipients.”
• Evaluate electronic address data and PFI handling. Because direct e-delivery is available only for information that does not include PFI, and because the default depends on holding a valid electronic address, clients should evaluate the completeness of their electronic address records and how PFI-bearing communications are handled.
• Map the transition and notice workflow. For recipients currently receiving paper, plan for the 180-day initial notice and 30-day follow-up notice, opt-out handling, free paper-on-request fulfillment and website posting standards.
• Review the proxy and tender offer impact. Issuers and their advisers should assess how the proposed amendments to Regulations 14A and 14C and Rule 14d-5 would affect solicitation, information statement and tender offer dissemination practices.
• Consider commenting. The 60-day comment window is an opportunity to weigh in on the transition timeline, notice mechanics and treatment of paper-preferring investors, all of which the SEC has specifically flagged for input.

We will continue to monitor developments as the rulemaking progresses. Please contact any member of our Capital Markets and Public Company group with questions about the proposed rule or its potential impact.