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SEC proposes default e-delivery framework
On July 16, 2026, the SEC released their long-awaited e-delivery proposal.
The Electronic Delivery of Information Under the Federal Securities Laws proposal , simply known as Regulation E-Delivery, would permit electronic delivery (“e-delivery”), but not require, as the default delivery method to investors, clients and others subject to three conditions:
- The covered recipient has provided an electronic address (email address, phone number, etc.);
- An electronic address would be required to transition paper recipients to electronic delivery.
- The covered entity (sender) provides a prominent disclosure to the recipient that it will send information to the electronic address provided; and
- The covered recipient has not opted out of e-delivery
How Regulation E-Delivery would change investor communications
Regulation E-Delivery would modernize the delivery framework for required investor communications while considering investor opt-out rights.
The proposal would also amend current rules to facilitate and implement Regulation E-Delivery:
- Rescind Rule 30e-3 under the Investment Company Act of 1940, which provides alternative means for registered investment companies to satisfy shareholder report transmission requirements;
- Amend rules addressing the dissemination of proxy materials and tender offer materials in Regulations 14A and 14C and Rule 14d-5 under the Securities Exchange Act of 1934.
The regulation would provide two permissible methods for e-delivery, depending if the information included personal financial information (PFI):
- Direct delivery
- Statement of Availability
How personal financial information affects e-delivery
Personal Financial Information (PFI)
- For information that does not include PFI, direct electronic delivery of information to a recipient’s electronic address is allowed.
- For information that includes PFI, a statement of availability of covered information is required to be sent to a recipient’s electronic address, such as an email with a link to the website address where the recipient can access the transmitted information).
Investor rights and required disclosures
Regardless of the e-delivery method utilized, the delivery of covered information must include a prominent statement explaining the ability to:
- obtain a paper version upon request of covered information free of charge;
- 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
- update one’s electronic address free of charge.
Addressing failed electronic deliveries
The statement would also, at a minimum, direct a covered recipient to a website through which one can make these requests and updates. Entities would be required to:
- adopt and implement written policies and procedures reasonably designed to identify and remediate a failed e-delivery, which would include detecting an invalid or inoperable electronic address via bounce back or other means
- If any failed e-delivery is identified, then the entity must promptly take reasonable remediation steps, including obtaining a new electronic address or delivering the covered information in paper format until the covered recipient provides a new electronic address.
Website access and paper delivery requirements
If an entity uses the statement of availability method, then they would be required to ensure there is a website where a recipient would be able to access the information. The website must meet the rule requirements for:
- the length of time the covered information must be made available on the website;
- the format for presenting covered information on the website.
A recipient would only be able to access covered information that includes PFI on the website through use of a process reasonably designed to safeguard private information, such as through a secure login.
An entity must send, free of charge, a paper copy of any of the information that was delivered through e-delivery to a recipient during the period the entity is required to retain the information under the Federal securities laws:
- by U.S. first class mail or another reasonably prompt means
- within three business days after receiving a request.
Transitioning existing paper recipients to e-delivery
Regulation E-Delivery would include a special transition process for recipients who are receiving paper format delivery as of the effective date of the final rule when the entity wishes to transition them to default electronic delivery.
The covered recipients would receive two paper notices which provides information about the upcoming transition to default e-delivery and the recipient’s ability to opt out of e-delivery:
- An initial notice at least 180 days prior to the transition
- a follow-up notice 30 days prior to the transition.
Industry support and adoption outlook
Although the comment period has only recently opened and I’m sure work will be done, the roadblocks encountered during previous attempts for a default e-delivery distribution model, don’t seem as present this time around. As expected, the industry trade groups appear to be firmly behind the proposal.
Email security remains a concern and ensuring that electronic addresses are available for contract owners and investors, but the groundswell of support appears strong. In the proposal, the SEC estimates that 95 percent of covered entities would rely on the proposed framework and transition existing paper recipients to e-delivery.
After the effective date of the final rule, covered entities (senders) may assume electronic delivery for new investors unless the recipient indicates otherwise, such as by an “opt-out” during enrollment).
What happens next
The proposal was published in the Federal Register on July 21, 2026, with comments to be received by September 21, 2026. We’ll evaluate comments to determine thought trends and potential direction of the proposal.
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