SEC Proposes Regulation E-Delivery: Electronic Delivery Would Become The Default Under The Federal Securities Laws

On July 16, 2026, the Securities and Exchange Commission proposed Regulation E-Delivery, a new rule that would permit issuers, investment advisers, broker-dealers, and other market participants to deliver required regulatory information electronically to investors and other covered recipients as the default method of delivery without first obtaining the recipient's affirmative consent. Release Nos. 33-11430; 34-105921; 39-2564; IA-6980; IC-36252 (File No. S7-2026-25). The proposal was published in the Federal Register on July 21, 2026, and comments are due on or before September 21, 2026.

If adopted, Regulation E-Delivery would become the Commission's primary rule addressing electronic delivery and would generally supersede the guidance-based framework the Commission has applied since its 1995, 1996, and 2000 interpretive releases. That guidance directs issuers and market intermediaries to assess three factors in determining whether an electronic delivery satisfies the federal securities laws: notice, access, and evidence of delivery. Because the Commission's treatment of the evidence-of-delivery factor turns on informed consent, the practical result has been that issuers deliver in paper unless the recipient affirmatively opts in to electronic delivery. The proposal inverts that default: paper delivery would be available by opt-out or upon request, while electronic delivery would become the baseline.

For the micro-cap public companies and emerging growth companies we represent, this proposal could materially reduce recurring printing and mailing costs associated with proxy materials, annual reports, and other required shareholder communications. The benefit is concentrated on the reporting-company side. The proposal technically reaches certain exempt-offering delivery obligations, but its practical effect on most exempt offerings would be limited.

What the Proposal Would Do

Proposed Regulation E-Delivery addresses the electronic delivery of "covered information" by "covered entities" to "covered recipients":

• Covered information would generally be defined as any information required to be delivered to a covered recipient under the federal securities laws. For issuers, the release identifies this as primarily including issuer prospectuses, issuer offering circulars, issuer annual reports to security holders, proxy statements and information statements, and tender offer statements and solicitation/recommendation statements. The delivery obligations the release cites as within scope include, among others, Securities Act Rules 134, 144A(d)(4), 147(f)(3), 147A(f)(3), 173, 251(d)(2)(i)(B) and 251(d)(2)(ii) (Regulation A offering circulars), 428, 433, 502(b), 502(d)(2), 605(a), and 701(e). Coverage is obligation-specific rather than issuer-status-based: information is covered only where the federal securities laws require its delivery, and the release confirms that voluntarily furnished information need not conform to the rule's standards. The proposed definition carries three express carve-outs, set out in the operative rule text rather than merely in the preamble:
• information required to be delivered under Regulation Crowdfunding (17 CFR part 227),
• Exchange Act Rule 15c2-11 (which governs broker-dealer quotation requirements and the publication of current issuer information for quoted OTC securities), and
• Exchange Act Rule 15Fi-2 (acknowledgment and verification of security-based swap transactions).

The Commission's rationale is that each of those rules postdates the SEC’s 1995, 1996 and 2000 electronic delivery guidance and already embodies a tailored e-delivery policy choice. Regulation Crowdfunding offerings are conducted exclusively through online intermediary platforms, and issuers may not hold investor email addresses. Rule 15c2-11(b)(5)(ii) requires only that specified publicly available information be made available on request and permits, without requiring, electronic provision. The Commission has solicited comment on whether these exclusions are appropriately drawn.

• Covered entities would include any person with an obligation to deliver covered information under the federal securities laws, including issuers conducting registered or exempt offerings, investment advisers, broker-dealers, and third parties such as bidders in third-party tender offers and dissidents in contested proxy solicitations.
• Covered recipients would include any current or prospective customer, client, investor, security holder, counterparty, or similar recipient of information.

The rule would be permissive, not mandatory. A covered entity electing to rely on Regulation E-Delivery could treat its delivery obligations as satisfied where three conditions are met:

1. The covered recipient has provided an electronic address;
2. The covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to that electronic address; and
3. The covered recipient has not opted out of e-delivery.

The rule would also impose requirements governing the method and timing of e-delivery, opt-out mechanics, the right to receive a paper copy of covered information free of charge upon request, procedures for identifying and remediating e-delivery failures (e.g., bounced emails), and standards for websites on which covered information is made available.

Two Permissible Delivery Methods

The proposal distinguishes based on whether the covered information includes personal financial information (PFI), proposed to be defined as information specific to a covered recipient's personal financial matters, such as an account number or details regarding a specific securities transaction (non-exclusive examples, consistent with the SEC’s 1996 guidance):

• No PFI: The covered entity may deliver the covered information directly to the recipient's electronic address. Issuer-side documents, including offering circulars, prospectuses, proxy statements, and annual reports, to the extent that they contain no PFI, could be emailed directly.
• Contains PFI: The covered entity must instead deliver a statement of availability to the recipient's electronic address (e.g., an email linking to a secure website). This notice-and-access method is also available for non-PFI information at the entity's option.

Notably, the Commission considered and declined to propose a broader "access equals delivery" model (under which posting alone would suffice, as Rule 172 currently provides for certain final prospectus obligations in registered offerings). Actual electronic transmission to an electronic address, or a statement of availability sent to that address, would be required.

Website Requirements

Where the statement-of-availability method is used, the hosting website must satisfy conditions on timing (posted no later than the delivery deadline), availability period (at least three years for PFI information and one year for non-PFI information, unless another rule specifies a period, such as Rule 14a-16's meeting-tied period for proxy materials), format and retainability, and continuous availability. The website may not be the address of any Commission electronic filing system, so an issuer cannot use an EDGAR link as the hosting site for this purpose. That constraint governs reliance on Regulation E-Delivery only; it does not disturb separate rules that independently permit an EDGAR-linked notice, such as Rule 251(d)(2)(ii)(E) for delivery of Regulation A final offering circulars by certain underwriters and dealers.

Proxy Rules: Amended Rule 14a-16 and the Shareholder Communication Rules

The proposal would substantially rework the 2007 notice-and-access model. Amended Rule 14a-16 would make the Reg E-Delivery methods the only permissible methods of delivering proxy materials electronically, and would eliminate the current option to mail a paper notice of internet availability. Delivering a full set of proxy materials in paper would be the only alternative to e-delivery. The current 40-calendar-day advance deadline in Rule 14a-16(a)(1) would not be carried forward; a statement of availability would instead be due no later than the date by which the proxy materials must be delivered under the federal securities laws, leaving state law and the issuer's governing documents to drive the practical timing. The Commission has asked whether the 40-day deadline should be retained, replaced with a shorter fixed period, or converted to a principles-based standard. Parallel amendments to Rules 14a-13, 14b-1, 14b-2, and 14c-7 would run the new framework through the broker/bank distribution chain for street-name holders, and Rule 14d-5 and Regulation 14C would be conformed for tender offer and information-statement dissemination.

Transition Process for Existing Paper Recipients

An issuer wishing to move current paper recipients to default e-delivery would be required to send (to each such recipient for whom it holds an electronic address) a paper initial notice at least 180 days before the transition and a paper follow-up notice 30 days before the transition, each describing the transition, the electronic address to be used, and the recipient's rights to opt out, receive free paper copies, and update or confirm the electronic address. The transition process does not apply to recipients already receiving e-delivery of all covered information.

E-SIGN Act Exemption

Covered information delivered under Regulation E-Delivery would be exempt from any applicable consumer consent requirements of the E-SIGN Act.

Rule 30e-3 Rescission and Guidance Supersession

The proposal would rescind Rule 30e-3 under the Investment Company Act (fund shareholder report notice-and-access). The SEC’s 1995 and 1996 electronic delivery guidance would be rescinded effective two years after Regulation E-Delivery's effective date (itself proposed to be 60 days after Federal Register publication of any final rule), with certain principles reaffirmed in the adopting release; the majority of the 2000 Guidance would be retained. During the two-year interim period, covered entities could rely on either the existing guidance or the new rule.

What This Means for Micro-Cap and Emerging Growth Issuers

Regulation A issuers

The release expressly identifies the offering circular delivery obligations under Rules 251(d)(2)(i)(B) and 251(d)(2)(ii) as covered information. Unlike the Regulation D obligations discussed below, these do not turn on a purchaser's accredited-investor status. Tier 2 issuers running continuous, best-efforts offerings to large numbers of small-check retail investors already collect email addresses through online subscription portals, so the three conditions for default e-delivery (electronic address, prominent disclosure, no opt-out) can be built directly into the subscription workflow.

The incremental benefit should not be overstated, however. Rule 251(d)(2)(ii)(E) already permits an underwriter or dealer to satisfy the final offering circular delivery requirement by sending a notice that the sale was made pursuant to a qualified offering statement, containing the URL where the final offering circular may be obtained on EDGAR (an active hyperlink in an electronic-only offering), together with contact information for requesting a copy. That mechanism is already available and would remain so. Accordingly, the proposal would give Regulation A issuers an additional electronic delivery framework. It may be useful for preliminary offering circulars required by Rule 251(d)(2)(i)(B), while Rule 251(d)(2)(ii)(E) would remain available for final offering circulars. Any benefit for later proxy materials, annual reports, or information statements would arise only if the issuer separately becomes subject to the applicable federal shareholder-delivery requirements.

Private placements and other exempt offerings

Proposed Regulation E-Delivery would apply to information required to be delivered in connection with certain exempt transactions, including as a condition to relying on a regulation, safe harbor, or regulatory exception. The release identifies Rule 502(b), Rule 502(d)(2), Rule 144A(d)(4), and Rules 147 and 147A(f)(3) among issuer or third-party delivery obligations that may involve covered information. For Regulation D, the Commission’s economic analysis counts filers only to the extent a filer sells to non-accredited investors, which is consistent with the limited application of mandatory private-placement disclosure obligations. A private placement memorandum provided voluntarily, pursuant to transaction documents, or as an antifraud risk-management measure would not become covered information solely because it is delivered electronically: the release states that non-required information need not conform to Regulation E-Delivery and that disclosures made in connection with antifraud or fiduciary obligations are outside “covered information” because no specific disclosure is required to be delivered.

Small reporting companies shareholder actions

The largest recurring savings from Regulation E-Delivery would likely be from proxy and information statement delivery requirements for shareholder actions through meetings and written consents. A micro-cap with a large registered-holder population currently faces a choice between full-set paper mailings and the notice-and-access model's paper notice cards, plus Broadridge processing fees through the street-name chain. Under the proposal, proxy statements, annual reports, and information statements could go to shareholders electronically by default. The Commission estimates aggregate annual cost savings to covered entities of approximately $463 million, of which approximately $127.9 million is attributable to corporate issuers' proxy material delivery. Those savings fall disproportionately in percentage-of-budget terms on smaller issuers, for whom print-and-mail costs are least diluted by scale. To illustrate the order of magnitude, at the $3.05 postage-only figure Broadridge reported for a full set of proxy materials in the 2025 season, an issuer mailing full sets to 3,000 registered holders spends roughly $9,000 per year on postage alone, before printing. Converting most of that population to default e-delivery could recover the bulk of it annually, against a one-time transition cost of two paper notices. Two caveats apply to that arithmetic. Broadridge's figure reflects street-name distribution through the broker and bank chain, and an issuer mailing directly off its transfer agent's register faces a different cost structure, likely lower per-piece postage at bulk rates, offset by transfer agent handling fees. The release supplies no registered-holder equivalent. The assumptions here are illustrative only; the actual figure for any given issuer depends on its holder count, its current e-delivery penetration, and its transfer agent's fee schedule.

Shell-adjacent and workout situations

Third parties conducting tender offers and dissidents in contested solicitations would also be covered entities, and Rule 14d-5, would be amended to facilitate electronic delivery of tender offer materials. The release also addresses contested proxy solicitations and going-private-related scenarios, making the proposal relevant to those transaction and shareholder-communication contexts, although the release does not specifically discuss odd-lot tenders or micro-cap practice

Expected Means of Implementation

Issuers wishing to rely on the rule would need to: (i) draft the required prominent disclosure and incorporate it into appropriate onboarding or account-opening workflows for new covered recipients; (ii) maintain covered recipients’ electronic addresses, with procedures to identify and remediate delivery failures; (iii) honor opt-outs and fulfill free paper copies on request; (iv) if using the statement-of-availability method, host covered information on a compliant website (not EDGAR) for the required availability period; and (v) for existing paper shareholders, run the 180-day/30-day two-notice paper transition sequence. The Commission considered, and declined to propose, relaxed requirements for smaller entities, opting instead for a uniform two-year interim period for all covered entities.

Comment Opportunities

The release specifically asks (Request for Comment No. 135) whether smaller issuers would require a longer compliance period for the Rule 14a-16 amendments, and (No. 128) whether the 40-calendar-day proxy deadline should be retained, shortened, or replaced with a principles-based standard. It separately solicits comment on alternatives for smaller covered entities, on an access-equals-delivery approach, on the PFI definition, and on whether the Regulation Crowdfunding, Rule 15c2-11, and Rule 15Fi-2 exclusions are appropriately drawn. Smaller issuers and their service providers (transfer agents, proxy processors) with implementation-cost data are well positioned to influence the final rule. Comments are due September 21, 2026, referencing File No. S7-2026-25.

Common Questions

Q: Do we need to do anything right now?

A: No. This is a proposal, not a final rule. The only near-term action item is the comment deadline of September 21, 2026.

Q: When would this realistically become effective?

A: Regulation E-Delivery would become effective 60 days after publication of any final rule in the Federal Register. The SEC’s 1995 and 1996 electronic delivery guidance would then remain in place for a further two years before rescission. During that interim window an issuer could rely on either the existing guidance or the new rule. Practically, an issuer has a long runway, but the runway is the same length for everyone because the Commission considered and declined to propose a longer compliance period for smaller entities.

Q: We already collect e-delivery consent in our subscription agreement. Would this proposed rule change anything for us?

A: Yes, if adopted as proposed, in at least three ways. First, it would replace a consent-based interpretive framework with a rules-based one, which is a materially better posture if delivery is ever challenged. Second, it would exempt covered information from the E-SIGN Act's consumer consent requirements. Third, it would impose affirmative conditions that existing subscription language often does not satisfy: a prominent disclosure of e-delivery, a working opt-out, free paper on request, procedures for detecting and remediating failed deliveries, and (if the statement-of-availability method is used) a compliant hosting website. Existing consent language is a starting point, not a compliant framework.

Q: Could we satisfy delivery by linking investors to our EDGAR filings?

A: Not under Regulation E-Delivery. The proposed rule expressly provides that the website may not be the address of any Commission electronic filing system, so an issuer relying on the statement-of-availability method would need to host covered information on its own site or a vendor's, subject to the timing, availability-period, format, and continuous-availability conditions. That limitation is specific to reliance on this rule. Where another provision independently authorizes an EDGAR-linked notice, including Rule 251(d)(2)(ii)(E) for satisfying Regulation A final offering circular delivery requirements of certain underwriters and dealers, that route would remain available on its own terms.

Q: What happens to shareholders for whom we have no email address?

A: The first condition, that the covered recipient has provided an electronic address, would not be met, so those holders would continue to receive paper until they supply one. The proposed rule would not permit an issuer to manufacture a default for holders it could not reach electronically. For issuers with legacy registered-holder populations, address collection would be the gating item, not legal analysis.

Q: Would we be required to move our existing paper shareholders onto e-delivery?

A: No. The transition process would apply only if the issuer wanted to move them, and only as to paper recipients for whom the issuer already has an electronic address. If an issuer elects to transition, the sequence would be a paper initial notice at least 180 days before the switch and a paper follow-up notice 30 days before, meaning the transition itself would be a paper-mailing expense before it becomes a savings.

Q: Could we charge investors who insist on paper?

A: No. The proposal would require that paper be available free of charge and would prohibit imposing a charge directly or indirectly, including a fee waived only for recipients who accept e-delivery. The Commission considered permitting charges for paper delivery as an alternative and did not propose it. Paper copies would generally need to be sent within three business days of a request.

Q: How would this affect our annual meeting timeline?

A: Materially, and this deserves attention. Amended Rule 14a-16 would eliminate the paper notice of internet availability, leaving full-set paper as the only non-electronic option. It would also drop the current 40-calendar-day advance deadline in Rule 14a-16(a)(1); a statement of availability would instead be due no later than the date proxy materials must be delivered under the federal securities laws, which in practice would shift the governing timing to state law and the issuer's governing documents. The Commission has expressly asked whether it should retain the 40-day deadline, adopt a shorter fixed period, or move to a principles-based standard. Issuers should not build meeting calendars around the proposed timing until that question is resolved.

Q: Would any of this apply to our private placements and Regulation A offerings, or only to reporting companies?

A: It would reach reporting companies, Regulation A issuers, and certain exempt offerings, but only where the federal securities laws require delivery of information. The release identifies Rules 251(d)(2)(i)(B), 251(d)(2)(ii), 502(b), 502(d)(2), 144A(d)(4), and 147/147A(f)(3) as provisions that may involve covered delivery obligations. A PPM furnished voluntarily or as an antifraud measure would not become covered information solely because it is delivered electronically, because the release states that non-required information need not conform to Reg E-Delivery and that antifraud/fiduciary disclosures are outside covered information where no specific disclosure is required to be delivered.

Q: Which of our documents contain PFI?

A: Issuer-level documents such as offering circulars, prospectuses, annual reports, and proxy statements generally should be evaluated under the release’s PFI definition: PFI means information specific to a covered recipient’s personal financial matters, such as an account number or details of a specific securities transaction. To the extent those documents do not contain PFI, they may be delivered directly to an electronic address; if they contain PFI, the statement-of-availability method is required.

Q: Is it worth submitting a comment?

A: If you have implementation-cost data, yes. The Commission specifically asked whether smaller issuers need a longer compliance period for the Rule 14a-16 amendments (Request for Comment No. 135) and whether the 40-day proxy deadline should be retained or replaced (No. 128). It also solicited comment on alternatives for smaller covered entities generally. Comment files on cost-side rulemakings are typically dominated by large intermediaries and trade associations; specific data from a small issuer or its transfer agent carries disproportionate weight.

Further Reading

Primary materials:

• The proposing release, Electronic Delivery of Information Under the Federal Securities Laws, Release Nos. 33-11430; 34-105921; 39-2564; IA-6980; IC-36252 (July 16, 2026), and the Federal Register version, 91 Fed. Reg. 45884 (July 21, 2026).
• The Commission's rulemaking page for File No. S7-2026-25, the accompanying fact sheet, and the press release.
• Chairman Paul S. Atkins, Statement on Regulation E-Delivery (July 16, 2026), and Commissioner Mark T. Uyeda, Statement on Proposed Regulation E-Delivery (July 16, 2026).

The existing framework the proposal would eventually displace:

• Use of Electronic Media for Delivery Purposes, Release Nos. 33-7233; 34-36345; IC-21399 (Oct. 6, 1995), 60 Fed. Reg. 53458 (the 1995 Guidance).
• Use of Electronic Media by Broker-Dealers, Transfer Agents, and Investment Advisers for Delivery of Information, Release Nos. 33-7288; 34-37182; IC-21945; IA-1562 (May 9, 1996), 61 Fed. Reg. 24644 (the 1996 Guidance).
• Use of Electronic Media, Release Nos. 33-7856; 34-42728; IC-24426 (Apr. 28, 2000), 65 Fed. Reg. 25843 (the 2000 Guidance). The proposal anticipates rescinding the 1995 and 1996 Guidance in their entirety two years after Regulation E-Delivery's effective date, while retaining the majority of the 2000 Guidance.

To comment:

• Comments may be submitted through the Commission's internet comment form for File No. S7-2026-25, or by email to rule-comments@sec.gov referencing the file number. Submissions are posted to the public comment file.