Signed, Sealed, E-Delivered: The SEC’s Proposed Regulation E-Delivery, Unpacked

Summary

On July 16, 2026, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) published proposed Regulation E-Delivery (“Reg E-Delivery”)¹, which would establish a comprehensive, principles-based framework permitting “covered entities” to deliver required regulatory disclosures, reports, and other materials electronically without first obtaining affirmative consent from investors and other recipients.

If adopted, the proposal would replace the SEC’s current patchwork of interpretive guidance, exemptive rules, and document-specific delivery requirements with a single framework that permits electronic delivery by default in almost all cases.²

Reg E-Delivery would be a standalone set of rules applying generally to all delivery obligations arising under the Federal securities laws and would apply not only to existing delivery and content requirements, but also to any future rules. The Commission intends for Reg E-Delivery to be technology-neutral, and also to be flexible enough to accommodate potential future changes to content requirements that could enable different paradigms of disclosure to investors.³ To that end, Chairman Paul Atkins framed the proposal as part of a broader effort to modernize the Commission's rules, stating “we will not remain tethered to the tools or the temperament of a bygone era. [Reg] E-Delivery is not merely a proposed administrative adjustment; it represents a meaningful advancement toward aligning our rules with the needs of today’s markets.”⁴ In addition, Brian Daly, Director of the SEC’s Division of Investment Management, has also urged the industry not to treat e-delivery reform as an endpoint, stating, “[i]f all we have done is move the ball from paper delivery to emails of PDF documents, that would be really disappointing.”⁵

Reg E-Delivery would rescind Rule 30e-3 under the 1940 Act, which currently permits certain registered investment companies to satisfy shareholder report delivery obligations through a “notice and access” model.⁶ In addition, Reg E-Delivery would amend rules in Regulations 14A and 14C and Rule 14d-5 under the Exchange Act to facilitate consistency with the new e-delivery framework.

Comments on the proposal are due by September 21, 2026.

Key Elements of Proposed Reg E-Delivery

Scope: Covered Entities, Covered Information, and Covered Recipients

The proposal applies broadly to virtually all delivery obligations of “covered information” by “covered entities” to “covered recipients” under the Federal securities laws.⁷ “Covered entities” include issuers, broker-dealers, investment companies, investment advisers, transfer agents, and other persons required to deliver information under the Federal securities laws.⁸ “Covered information” generally includes any document required to be delivered under the Securities Act, the Exchange Act, the Trust Indenture Act, the 1940 Act, or the Advisers Act, unless expressly excluded by the rule.⁹ The proposal defines “covered recipient” as any current or prospective customer, client, investor, security holder, counterparty, or similar recipient to whom a covered entity is required to deliver covered information. The definition extends to legal representatives, designees, and persons to whom post-relationship delivery obligations apply (e.g., former clients under Regulation S-P).¹⁰

Default E-Delivery Without Affirmative Consent

The centerpiece of Reg E-Delivery is a shift from the current opt-in model to a default e-delivery model. If adopted as proposed, a covered entity would be permitted to use e-delivery as the default method of delivering covered information to any covered recipient who has provided (or accepted to use) an electronic address and has not opted out of e-delivery, without first obtaining the recipient’s affirmative consent. Use of the rule would be optional; covered entities could continue to use paper or to obtain affirmative consent if they prefer.¹¹

Permissible Methods of E-Delivery

Reg E-Delivery would establish two permissible methods of e-delivery, depending on whether the covered information includes personal financial information (PFI):¹²

• directly transmitting the required information to a recipient’s electronic address; or
• sending a Statement of Availability (“SOA”) notifying the recipient that the information is available online and providing instructions for accessing it.

The proposal also distinguishes between Publicly Accessible Covered Information (“PACI”) and PFI. PACI generally may be delivered through an SOA because it is suitable for public website posting. PFI, including account statements and other individualized information, must be delivered directly to the recipient’s electronic address and may not be furnished through an SOA.

Covered information containing PFI can only be made accessible through a process reasonably designed to safeguard it (e.g., passwords or multifactor authentication). Covered entities choosing direct delivery must implement processes to screen covered information to ensure no PFI is included before transmission.¹³ The definition of PFI is non-exclusive and would extend to account and transaction details of non-natural persons, not just individual investors.

Electronic Address

Reg E-Delivery defines an “electronic address” not only to refer to an email address, but also encompassing a mobile telephone number or any other means of electronic communication capable of receiving a delivery and alerting the recipient that covered information has been sent, including in the context of a mobile application.¹⁴

Conditions for Electronic Delivery

Regardless of the delivery method used, Reg E-Delivery would impose baseline conditions designed to ensure that electronic delivery provides investors with access substantially equivalent to paper delivery.

Among other things, covered entities generally would be required to:

• Maintain a valid electronic address for each recipient¹⁵;
• Implement reasonable policies and procedures designed to maintain the accuracy of electronic addresses;
• Investigate electronic transmission failures when notified that delivery was unsuccessful;
• Provide investors with a clear and readily available means to obtain paper copies and to update their delivery preferences; and
• Maintain records demonstrating compliance with the rule.

Website Availability Requirements

When a covered entity uses the SOA method, covered information must be publicly accessible on a website, which includes mobile applications: (1) the covered information must remain available for a specified minimum period; (2) the format must be convenient for reading online, printing on paper, and permanently retaining electronically; and (3) the website must be accessible through the direct link included in the statement of availability.

Opt-Out and Paper-on-Demand Rights

Covered entities must preserve paper as a no-cost option. Every covered entity intending to rely on Reg E-Delivery must: (1) honor opt-out elections at any time, reverting to paper delivery for all or a subset of covered information as directed by the covered recipient; (2) provide any specific item of covered information in paper upon request, free of charge, within a reasonable time; (3) allow covered recipients to update their electronic addresses at no cost; and (4) include a prominent description of these rights and the process for exercising them in every statement of availability or direct delivery. Covered entities will need to build operational workflows to receive, log, and process opt-out and paper-copy requests, and should ensure that their service providers and intermediaries can execute on these workflows without unreasonable delay.

Transition Process for Existing Paper Recipients

Reg E-Delivery includes a special provision for covered recipients who are receiving any covered information in paper as of the rule’s effective date and for whom the covered entity has an electronic address. Before transitioning these recipients to default e-delivery, covered entities would be required to: ¹⁶

• Provide an initial notice in paper, mailed to the covered recipient’s last known physical address, at least 180 days before the transition date. The notice must identify the electronic address that will be used, describe the types of covered information to be delivered electronically, explain the methods of e-delivery, and include a prominent statement describing the ability to opt out and receive paper, update or confirm the electronic address, and the process for doing so.
• Provide a follow-up notice in paper 30 days before the transition date, complying with the same content requirements as the initial notice.

The initial notice would be required to be delivered separately from other communications. A covered entity could begin e-delivery earlier if a covered recipient updates or confirms their electronic address in response to the initial notice. The transition process may not be used a second time for covered recipients who opt to continue receiving paper.

Policies and Procedures for Failed E-Delivery

Covered entities would be required to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery, including detecting invalid or inoperable electronic addresses through bounce-backs or other means. If a failed delivery is identified, the covered entity would be required to take prompt remediation steps, such as obtaining a new electronic address or delivering covered information in paper until a new electronic address is provided.

When relying on an SOA, a covered entity also must ensure that the covered information remains publicly accessible, free of charge and presented in a format that is readily usable for the required retention period. The SOA itself must satisfy specified content and formatting requirements designed to make the notice prominent and understandable.

E-SIGN Act Exemption

To the extent that any covered information delivered under Reg E-Delivery would otherwise be subject to the consumer consent requirements of the E-SIGN Act, the proposed rule would exempt such covered information from those requirements. The Commission cites its authority under Section 104(d)(1) of the E-SIGN Act, finding that the exemption is necessary to eliminate a substantial burden on electronic commerce and will not increase the material risk of harm to consumers.¹⁷

Compliance Period

The Commission proposes a two-year interim period that would run from the rule’s effective date (which itself would be 60 days after publication of a final rule in the Federal Register). During that period, covered entities could rely either on the existing E-Delivery Guidance or on Reg E-Delivery when using e-delivery. After the two-year interim period, the 1995 Guidance and 1996 Guidance would be rescinded (with certain principles reaffirmed), and covered entities wishing to rely on a safe harbor for e-delivery would need to comply with Reg E-Delivery.¹⁸

Conclusion

Proposed Reg E-Delivery marks a significant departure from the SEC’s historical approach to delivering regulatory information—the most comprehensive overhaul of the Commission’s e-delivery framework since its foundational guidance was first issued in the mid-1990s. The proposal’s broad, principles-based architecture reflects the Commission’s recognition that a rule designed to govern all delivery obligations under the Federal securities laws cannot be built around document-specific prescriptions. Instead, covered entities must translate the rule’s general requirements into compliance programs tailored to their particular products, clients, and delivery relationships.

For covered entities, the practical implications are substantial. Although Reg E-Delivery may not be adopted, or may not be adopted as proposed, firms should begin assessing their infrastructure to identify potential areas of operational challenge in light of the proposed rule’s requirements.

For further information, please contact the authors of this OnPoint or your regular Dechert contact.

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