On July 16, 2026, the SEC published proposed Regulation E-Delivery (“Reg E-Delivery”) to expand the ability of issuers, market intermediaries, and others to use electronic delivery to satisfy requirements to deliver regulatory information, including proxy statements and prospectuses, under the federal securities laws. This sweeping rulemaking would shift the default mechanism for regulatory disclosures from traditional paper mailing to electronic delivery across federal securities laws.
For decades, public companies, investment advisers, broker-dealers, and investment funds have operated under legacy SEC guidance established in the 1990s. Under that old framework, sending materials electronically required obtaining prior affirmative opt-in consent from each investor. Proposed Reg E-Delivery replaces that model with an electronic default framework. This update eliminates administrative friction, printing expenses, and shipping delays while preserving full choice for investors who prefer physical paper. If adopted, Reg E-Delivery would be the SEC’s primary rule addressing e-delivery superseding current guidance on the subject.
SEC Chairman Paul S. Atkins highlighted the strategic importance of this modernization initiative:
“Today, the Commission took an important step toward allowing the financial services industry to harness technology for the benefit of everyday American investors. By proposing to permit electronic delivery to become the default method for issuers, market intermediaries, and others to communicate with investors, we are taking another stride toward a regulatory framework suitable for the modern era, a key pillar of my agenda. In an age of artificial intelligence and blockchain technology, a default to paper delivery should be a relic, not a standard.”
Scope and Key Definitions Under Proposed Regulation E-Delivery
The proposed rule applies broadly to market participants and regulated disclosures through three foundational definitions. Reg E-Delivery would permit (but not require) covered entities to use e-delivery as the default method of delivery for covered information, subject to certain conditions.
Covered Entities
The proposed definition of covered entity encompasses any person or organization required to deliver covered information to investors or market participants under federal securities statutes. The rule includes:
- Reporting public issuers under the Securities Exchange Act of 1934 and issuers registering securities offerings under the Securities Act of 1933.
- Registered investment companies, including mutual funds, exchange-traded funds (ETFs), and closed-end funds.
- Business development companies (BDCs).
- Registered investment advisers (RIAs) and exempt reporting advisers.
- Registered broker-dealers and municipal securities dealers.
- Registered transfer agents and clearing agencies.
Covered Information
Covered information covers nearly all statutory and regulatory disclosures required under federal securities laws. For public operating companies, covered information includes:
- Prospectuses and prospectus supplements under the Securities Act.
- Proxy statements, proxy voting cards, and information statements under Regulation 14A and Regulation 14C.
- Annual reports, Form 10-K filings, quarterly Form 10-Q disclosures, and shareholder reports.
- Tender offer materials and Schedule 13E-3 transaction statements.
For investment advisers and investment funds, covered information includes fund prospectuses, summary prospectuses, annual and semi-annual shareholder reports, Form ADV Part 2 brochures, and Form CRS relationship summaries. For broker-dealers, the term includes trade confirmations, customer account statements, and Regulation Best Interest disclosures.
The rule explicitly excludes only three specific items from covered information: disclosures under Regulation Crowdfunding, broker-dealer information under Rule 15c2-11, and security-based swap trade acknowledgments under Rule 15Fi-2. These three categories remain subject to their own separate statutory distribution rules.
Covered Recipients
A covered recipient includes any current or prospective customer, client, retail investor, institutional shareholder, counterparty, or security holder entitled to receive covered information under federal securities laws.
Delivery Methods and Technical Requirements
Reg E-Delivery establishes a safe harbor framework allowing covered entities to satisfy delivery obligations electronically without obtaining prior affirmative consent. To rely on the safe harbor, an entity must satisfy three general baseline conditions:
First, the recipient must have provided an electronic address to the entity or accepted its use for communications. An electronic address is defined flexibly to include email addresses, text-capable telephone numbers, direct account portal messaging, or other electronic messaging mechanisms.
Second, the entity must provide clear disclosure informing the recipient that covered information will be sent electronically to that designated address.
Third, the recipient must retain the right to opt out of electronic delivery at any time and request physical paper documents free of charge.
The rule establishes two distinct electronic delivery pathways based on whether the underlying document contains personal financial information (PFI).
Delivery Methods
Under proposed Reg E-Delivery, a covered entity would be able to use two methods of e-delivery, depending on the type of information being provided: direct delivery and a statement of availability. The permissible delivery method would depend on whether the covered information includes personal financial information (“PFI”), which the proposal would define as information specific to a covered recipient’s personal financial matters.
Regardless of the e-delivery method, the delivery of covered information would need to include a prominent statement explaining the process to: (1) obtain a paper version of covered information, upon request, as well as the covered entity’s obligation to provide a paper copy of covered information in paper format free of charge; (2) opt out of e-delivery at any time and receive delivery in paper format with respect to all or a subset of covered information, free of charge, following an opt-out election; and (3) update one’s electronic address, free of charge. This statement also would, at a minimum, direct a covered recipient to a website through which one can make these requests and updates.
Also, regardless of the e-delivery method used — statement of availability or direct delivery of covered information— the covered entity must deliver the covered information no later than the date by which the covered information is required to be delivered under the Federal securities laws.
Direct Delivery
When covered information does not contain personal financial information—such as public company proxy statements, prospectuses, annual reports, or general fund disclosures—the entity may use direct electronic delivery. Permissible direct delivery methods include:
- Embedding the full document directly within the body of an electronic mail message.
- Attaching the document as a standard electronic file, such as a PDF.
- Providing a direct hyperlink that opens the complete document without requiring intermediary navigation.
Statement of Availability
When covered information contains personal financial information—such as private customer account statements, portfolio holdings, or trade confirmations—entities must use the notice and access path to protect privacy.
Under this approach, the entity must publish the document on a secure, access-controlled website, such as a password-protected customer portal. Simultaneously, the entity sends an electronic statement of availability directly to the recipient. This statement alerts the user that a new document is available, provides a direct link to the log-in page, and gives instructions on accessing the material.
Elimination of the Paper Proxy Notice and Overhaul of Proxy Dissemination
Proposed Reg E-Delivery makes fundamental changes to corporate proxy solicitations under Exchange Act Rules 14a-16 and 14c-2.
Under current practice, public companies using the notice and access model must mail a physical paper Notice of Internet Availability of Proxy Materials to all shareholders who have not provided advance electronic consent. This physical notice requirement creates significant printing costs, mailing delays, and administrative burdens for corporate issuers.
Proposed Re E-Delivery completely eliminates the standalone paper Notice of Internet Availability. Instead, issuers can deliver proxy statements, proxy cards, annual reports, and information statements electronically using direct delivery or electronic statements of availability.
Additionally, the proposal removes the mandatory forty-calendar-day pre-meeting advance notice period historically required for mailing paper notices. Under the proposed framework, electronic proxy materials must simply be delivered on or before the standard deadlines mandated by applicable state corporate law and Exchange Act filing schedules.
The proposal also removes the current exclusion for business combination proxy solicitations. Public companies conducting merger transactions, stock exchanges, or corporate reorganizations will be permitted to use electronic delivery for M&A proxy materials under the same streamlined rules as standard annual meetings.
Impact on Prospectus Delivery for Capital Markets Transactions
The proposed regulation streamlines prospectus delivery obligations across registered primary offerings and secondary market sales.
Under Section 5(b)(2) of the Securities Act, securities moved through interstate commerce for sale must be accompanied or preceded by a statutory Section 10(a) prospectus. While Rule 172 previously established an access-equals-delivery model for qualifying public offerings, procedural gaps remained for certain market transactions and fund distributions.
Re E-Delivery integrates prospectus distribution into the universal electronic default system. Underwriters, issuers, and selling broker-dealers satisfy prospectus delivery obligations automatically when they send an electronic communication containing a direct link or file attachment to the final prospectus.
This rule update simplifies prospectus distribution across equity offerings, debt issuances, follow-on transactions, shelf takedowns, and employee benefit plan registrations under Form S-8.
Address Management, Delivery Failures and Investor Opt-Out Safeguards
To ensure investors retain uninterrupted access to regulatory documents, the proposed rule creates strict operational standards for address management and delivery failure remediation.
Identifying and Remediating Delivery Failures
If an electronic transmission fails—indicated by an automated email bounce-back or system error notification—the covered entity must immediately take corrective action. The entity must:
- Attempt to resend the communication to an alternative or updated electronic address on file.
- Conduct reasonable address verification to correct formatting errors.
- Revert to physical paper mailing within three business days if electronic delivery cannot be promptly completed.
Paper Requests and Opt-Out Mechanisms
Covered recipients retain the absolute right to opt out of electronic delivery at any time for any or all categories of covered information. When an investor requests physical paper, the entity must promptly update its records and transition the account back to paper distribution free of charge.
Furthermore, even if an investor remains enrolled in electronic delivery, they may request a physical paper copy of any specific document previously delivered electronically. The entity must provide the requested paper copy within three business days without charging a fee.
Website Availability Requirements
When documents are published on a website under the statement of availability method, the material must remain accessible for specified timeframes. Documents containing personal financial information must remain posted for at least three years. Documents that do not contain personal financial information must remain available on the website for at least one year, unless another federal securities rule specifies a longer retention period. All hosted documents must be presented in a convenient format suitable for reading, printing, and downloading.
Transition Rules and Required Notices for Existing Paper Recipients
To protect investors who currently receive physical paper disclosures, the proposed regulation sets out a structured transition process before an entity can convert them to default electronic delivery.
If a covered entity holds an electronic address for an existing paper recipient, it cannot immediately default that person to electronic delivery. Instead, the entity must execute a two-part paper transition notice process:
- Initial Paper Notice: Sent at least 180 calendar days prior to the transition date, informing the recipient of the planned shift to default electronic delivery, identifying the electronic address on file, explaining their opt-out rights, and providing instructions on how to remain on paper delivery.
- Follow-Up Paper Notice: Sent 30 calendar days prior to the transition date, reminding the recipient of the upcoming change and reiterating their right to opt out.
If an existing paper recipient responds to either notice by confirming or updating their electronic address, the second notice is waived, and the account transitions smoothly to electronic delivery. Existing recipients for whom the entity holds no electronic address will remain on physical paper delivery.
Rescission of Rule 30e-3, Guidance Updates, and Implementation Schedule
Regulation E-Delivery unifies electronic disclosure rules across the federal securities regime and eliminates redundant provisions.
The proposal formally rescinds Rule 30e-3 under the Investment Company Act, which previously governed website availability for fund shareholder reports. Fund report delivery will now operate entirely under the unified Regulation E-Delivery framework.
The new rule also supersedes decades of prior SEC interpretative guidance issued in 1995, 1996, and 2000 regarding electronic delivery. By replacing fragmented guidance with a single bright-line regulatory safe harbor, the Commission provides clear parameters for compliance officers and legal counsel.
The Commission proposed a one-year compliance transition period following the publication of the final rule in the Federal Register. Public comments on Release No. 33-11430 are open through September 21, 2026.
Practical Guidance
Proposed Regulation E-Delivery provides a practical, execution-oriented framework that removes administrative cost and operational drag from market communications.
To prepare for final rule adoption, public company boards, corporate secretaries, and compliance executives should take the following initial steps:
- Audit Shareholder Records: Coordinate with transfer agents, proxy solicitors, and broadridge vendors to evaluate current shareholder email availability and review opt-out tracking infrastructure.
- Prepare Transition Communications: Review client and shareholder lists to identify accounts requiring the 180-day and 30-day paper transition notices.
- Update Vendor Agreements: Adjust contracts with printers, proxy distribution agents, and IT web hosting providers to align with direct delivery and statement of availability technical specifications.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
Contact Anthony, Linder & Cacomanolis, PLLC. Inquiries of a technical nature are always encouraged.
Follow Anthony, Linder & Cacomanolis, PLLC on Facebook, LinkedIn, YouTube, Pinterest and Twitter.
Anthony, Linder & Cacomanolis, PLLC makes this general information available for educational purposes only. The information is general in nature and does not constitute legal advice. Furthermore, the use of this information, and the sending or receipt of this information, does not create or constitute an attorney-client relationship between us. Therefore, your communication with us via this information in any form will not be considered as privileged or confidential.
© Anthony, Linder & Cacomanolis, PLLC
