Regulation E-Delivery and the Proposed Shift from “Opt-In” to “Opt Out”

Although electronic communications have become the principal means by which many investors interact with financial institutions and public companies, the existing SEC framework generally requires paper delivery unless a recipient affirmatively consents, or “opts in” to e-delivery. The proposing release notes that this approach no longer reflects investor preferences or current market practices and imposes unnecessary printing, mailing, and administrative costs, while limiting opportunities to provide disclosures in more timely, interactive, and accessible formats.

The proposing release also includes conforming amendments affecting several existing SEC rules. For example, the proposing release would rescind Rule 30e-3 under the Investment Company Act of 1940, which currently provides an alternative notice-and-access framework for shareholder reports, and amend rules governing the dissemination of proxy materials and tender offer materials to align those requirements with the proposed e-delivery framework.

The proposing release is subject to a 60-day public comment period following publication in the Federal Register. If a final rule is adopted, the proposing release contemplates a two-year interim period running from the rule’s effective date before rescinding the existing e-delivery guidance. This interim period would allow covered entities to review their processes and systems in light of Reg E-Delivery’s requirements and make any necessary updates.

This alert summarizes proposed Reg E-Delivery and highlights practical considerations that public companies may wish to evaluate if they anticipate utilizing Reg E-Delivery, if adopted.

Background
Reg E-Delivery represents the culmination of the SEC’s efforts to modernize disclosure delivery. Since the mid-1990s, the Commission has permitted e-delivery through interpretive releases establishing the core principles of notice, access, and evidence of delivery.^[1]

The proposing release notes that electronic communications, online account access, and mobile devices have become commonplace, and many investors now expect to receive regulatory communications electronically. Against that backdrop, the Commission concluded that the paper-default framework may no longer be the most effective means of delivering required disclosures. The proposing release also notes that broader e-delivery could reduce printing and mailing expenses, improve timeliness of required communications, enhance accessibility, and provide opportunities for more interactive disclosures. At the same time, the Commission noted that any transition to default e-delivery must preserve investor protections, including meaningful notice, access to paper copies, and safeguards for personal financial information.

The Proposed E-Delivery Framework
Proposed Reg E-Delivery would establish a generally applicable framework for satisfying information delivery obligations and is designed to apply across a wide range of existing federal securities law disclosure regimes.

Specifically, Reg E-Delivery would apply to the e-delivery of “covered information” by “covered entities” to “covered recipients”:

• “Covered information” would include any information required to be delivered to a covered recipient under the federal securities laws.^[2]
• “Covered entities” would include any person that has an obligation to deliver covered information to a covered recipient under the federal securities laws, including, without limitation, Exchange Act registrants, persons or entities registered under the Investment Company Act, issuers under the Securities Act of 1933 (Securities Act) or issuers conducting offerings exempt from registration under the Securities Act, persons subject to the Trust Indenture Act of 1939, broker-dealers, transfer agents, registered investment advisers, and third parties such as bidders in third-party tender offers and dissident shareholders in contested proxy solicitations.
• “Covered recipients” would include any current or prospective customer, client, investor, security holder, counter party, or similar recipient of information.

Conditions for Reliance on E-Delivery as the Default Delivery Method
Reg E-Delivery would permit—but would not require—covered entities to rely on e-delivery as the default method for covered information. Covered entities that prefer to continue existing paper delivery practices generally would remain free to do so.

A covered entity could rely on the e-delivery default rule only if several threshold conditions are satisfied.

Electronic Address. The covered recipient must have provided, or accepted the use of, an electronic address capable of receiving covered information. Reg E-Delivery defines “electronic address” to include an email address, mobile telephone number, or another electronic communication method that is capable of receiving electronic communications and alerting the recipient that information has been transmitted or is available. A social media or electronic messaging platform username or other identifier, or an inbox available in a covered entity’s web portal, may also suffice provided each is capable of receiving and alerting the covered recipient as to the delivery of covered information. The proposing release notes that the definition of “electronic address” was designed to encompass current and future forms of electronic communications that meet Reg E-Delivery’s requirements, including, for example, blockchain messaging to the extent it meets the proposed rule requirements.

Prominent Disclosure of E-Delivery. A covered entity may choose to deliver covered information by delivering a statement of availability which would alert the covered recipient that the covered information is available at a website address provided in such statement. (The proposed rule would provide that the website address cannot be the website for SEC EDGAR filings.) The statement of availability must include:

- A prominent statement identifying the covered entity and types of covered information available;

- A brief description of the covered information that, as applicable, identifies whether the covered information may require action by the covered recipient within a fixed time frame to exercise certain rights, and whether the covered information is delivered by a person delivering on behalf of the covered entity;

- A link to a reasonably accessible website where the covered information is available, along with a statement that such information may be superseded by subsequent versions of the covered information. For covered information that does not include personal financial information (PFI), the website address must lead directly to the covered information described in the statement of availability; and

- A prominent statement disclosing (1) the covered entity’s obligation to provide a paper copy of the covered information, free of charge, (2) the ability to opt out of e-delivery at any time and receive all or some of the covered information after the opt-out in paper format, free of charge, (3) the ability to update the recipient’s electronic address, free of charge, and (4) the process for a covered recipient to obtain a paper copy of covered information, opt out of e-delivery, and update the recipient’s electronic address, as described in items (1)-(3) above. The statement must, at minimum, direct a covered recipient to a website through which the recipient can make such requests and updates.^[3] In addition, if applicable, a covered entity must disclose whether a covered recipient’s request for paper copies or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity.

A covered entity would not be required to provide this disclosure to a covered recipient who received e-delivery of all covered information as of the effective date of the rule or to recipients subject to the transition provisions described below.

Absence of Opt Out Election. The covered recipient must not have elected to opt out of e-delivery.

Two Methods of E-Delivery
The proposing release recognizes that not all required disclosures present the same privacy and security considerations. Accordingly, Reg E-Delivery would establish two permissible methods of e-delivery depending on whether the information includes PFI, such as account numbers or details regarding a specific securities transaction.

Covered information that does not include PFI: Covered entities generally could deliver the covered information directly to the covered recipient's electronic address (“direct delivery”). For example, required disclosures could be transmitted by email, text message, or another electronic communication method, provided the information is presented in a format that permits convenient online reading, printing, and electronic retention. The covered information may be in the body of the communication or in an attachment.

Covered information includes PFI: Covered entities may not deliver such covered information directly to an electronic address. Rather, the covered entity would be required to use the statement of availability method described above and send such statement to the covered recipient’s electronic address (e.g., via email with a link to the website where the covered recipient could access the covered information). For covered information that includes PFI, the statement of availability must include a link to a website that requires the use of a process reasonably designed to protect the confidentiality of the PFI and that would lead the covered recipient directly to the covered information immediately after the recipient completes the process.

Reg E-Delivery would provide that a statement of availability or direct delivery of covered information must be delivered separately from communications that are not covered information. In addition, as noted above, covered entities also could elect to use the statement of availability approach for information that does not contain PFI, thereby permitting entities to adopt a consistent delivery process across different categories of required disclosures.

Investor Protections and Operational Requirements
Reg E-Delivery would also include operational safeguards, including with respect to websites used in the statement of availability method described above, to preserve investor access to required information.

• Timeliness. Regardless of whether a statement of availability or direct delivery method is used, 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.
• Opt-Out Rights. Recipients would retain the ability to opt out of e-delivery at any time and instead receive all, or only specified categories of, covered information in paper form, free of charge.
• Retain Ability to Receive Paper Copies. Covered entities also would be required to provide paper copies of covered information free of charge upon request. Unless otherwise specified under the federal securities laws, paper copies generally must be sent within three business days after receiving the recipient’s request.
• Website Requirements for Statement of Availability Method. As discussed above, where a covered entity relies on the statement of availability method, the covered entity must ensure that there is a website (which could be another electronic-based repository, such as a mobile application) where a covered recipient could reasonably access the covered information.

- The covered information generally must be available on the designated website no later than the applicable delivery deadline and remain accessible for prescribed periods—at least three years for information containing PFI and at least one year for other covered information, unless a different period is specified under the federal securities laws (e.g., under proxy solicitation rules).

- The website must permit recipients to read, print, and permanently retain the information free of charge, and covered entities must adopt policies and procedures reasonably designed to remediate temporary website outages or other interruptions in availability.

• Policies and Procedures. Reg E-Delivery would also require covered entities to maintain written policies and procedures reasonably designed to identify and remediate failed electronic deliveries. As a practical matter, this requirement extends beyond simply sending an email. Companies which anticipate relying on Reg E-Delivery should implement and maintain processes capable of identifying bounced emails, invalid electronic addresses, unsuccessful portal notifications, and other circumstances suggesting that required information was not successfully delivered. Where a delivery failure is identified, the covered entity generally would be required to take reasonable steps to restore e-delivery or resume paper delivery until a valid electronic address is obtained.

Transitioning Existing Paper Recipients
Recognizing that many investors and clients currently receive required disclosures in paper format, the SEC proposed a separate transition process for covered recipients who are receiving covered information in paper format at the time of the proposed rule’s effectiveness.

Covered entities wishing to transition such paper format recipients to the default e-delivery method generally would be required to provide two paper notices before relying on Reg E-Delivery. The initial notice must be provided at least 180 days before the transition to default e-delivery and must include a prominent statement that alerts the covered recipient about the upcoming transition to e-delivery. In addition, the initial notice would include:

• A brief description of each type of covered information that would be delivered electronically
• A description of which covered information may require action by the covered recipient within a fixed time frame to exercise certain rights, and whether the covered information may be delivered by someone other than the covered entity providing the notice or a person delivering on behalf of the covered entity (e.g., tender offer statements giving a limited time period in which to tender their shares or proxy statements delivered by dissident shareholders) and, if applicable, whether a covered recipient’s request for paper copies or to opt out of e-delivery could result in restrictions on or termination of the covered recipient’s relationship with the covered entity
• A description of the methods of e-delivery that may be used
• The electronic address that will be used
• The anticipated date on which e-delivery will become the default
• A prominent statement describing:

- The recipient’s right to opt out of electronic delivery and receive paper copies, free of charge;

- The recipient’s right to update or confirm the electronic address, free of charge;

- The process by which the covered recipient can opt out or update or confirm the recipient’s electronic address (which at minimum must include a toll-free number and a website provided by the covered entity);

- If the covered entity chooses to use different electronic addresses to deliver covered information, the ability to select or change the type of electronic media through which to receive electronic delivery; and

- Whether the covered entity intends to begin electronic delivery earlier than 180 days after the initial notice if the covered recipient updates or confirms an electronic address following the delivery of the initial notice.

The initial notice would be required to be provided separately from other types of communications and contain only the information required by Reg E-Delivery (other than company logos or similar elements as long as not misleading).

A follow-up notice complying with the content and other requirements of the initial notice must be provided 30 days before the transition date. A follow-up notice would not be required if a covered recipient (a) confirms an electronic address in response to the initial notice and has not opted out of electronic delivery or (b) opts out after receiving the initial notice.

The proposed transition process reflects the Commission’s effort to balance electronic delivery with adequate notice and investor choice. The transition process would not apply to recipients who already receive all covered information electronically or covered entities that do not wish to transition to default electronic delivery for existing covered recipients. Further, covered entities would not be permitted to use the transition process to impose default electronic delivery on covered recipients who request paper delivery after the proposed rule’s effective date. Implementation may require significant planning for companies with large populations of existing paper recipients, particularly where electronic contact information is incomplete or unavailable.

Conforming Amendments
In addition to proposing Reg E-Delivery, the SEC proposed several conforming amendments intended to integrate the new framework throughout the federal securities laws.

Rescinding Rule 30e-3
The proposing release would rescind Rule 30e-3 under the Investment Company Act of 1940, which currently permits certain registered investment companies to satisfy shareholder report transmission requirements through an existing notice-and-access framework. The rationale for rescinding Rule 30e-3 is to avoid confusion which may result from overlapping electronic delivery regimes with differing requirements.

Proxy and Tender Offer Materials
The SEC also proposed conforming amendments to Regulations 14A and 14C under the Securities Exchange Act of 1934 and Rule 14d-5 governing tender offer materials. These amendments are intended to permit covered entities to rely on Reg E-Delivery when satisfying applicable delivery obligations while preserving the substantive disclosure and timing requirements otherwise imposed by these rules.

Although these amendments are largely conforming in nature, public companies, bidders, target companies, proxy service providers, and transfer agents should consider how existing proxy solicitation and tender offer delivery procedures may need to evolve if Reg E-Delivery becomes the primary e-delivery framework and/or companies elect to use e-delivery in compliance with Reg E-Delivery.

Application to the E-SIGN Act
The proposing release would exempt covered information from the consumer consent requirements under Section 101(c) of the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) to the extent any covered information delivered under Reg E-Delivery would otherwise have been subject to the E-SIGN Act. Section 101(c) of the E-SIGN Act generally provides that information required to be delivered “in writing” may be provided to a consumer electronically only if the consumer has affirmatively consented to e-delivery. The proposing release notes that covered entities have interpreted Section 101(c) as requiring the entity to seek consent via email or other electronic means, and the recipient to respond electronically to confirm, which in turn has resulted in incomplete e-delivery enrollments, with recipients believing they have signed up when they have not completed the electronic confirmation step. The proposing release notes that the proposed exemption would not increase harm given Reg E-Delivery includes its own safeguards.

Practical Takeaways
Although Reg E-Delivery remains in the proposal stage, companies that expect to rely on the rule if adopted should begin evaluating how it would affect existing information delivery practices. Implementation will likely require coordinated input from legal, compliance, operations, IT, investor relations, and third-party service providers.

Evaluate existing electronic communication practices. Many companies already communicate electronically with investors and clients, but those practices often evolved in response to individual business needs rather than pursuant to a regulatory framework. Companies should review existing information delivery practices, identify which disclosures are delivered electronically and to whom, evaluate how electronic addresses were obtained and verified, and assess whether existing procedures would satisfy the proposed Reg E-Delivery requirements.

Review onboarding and account-opening procedures. Companies should consider whether existing account documentation, subscription materials, privacy notices, and online onboarding processes adequately contemplate default electronic delivery. Companies with significant legacy account populations may need additional outreach or updates to account records before transitioning those recipients.

Assess technology infrastructure and vendor arrangements. Reg E-Delivery’s website availability requirements, delivery failure remediation obligations, and protections for PFI extend beyond traditional legal compliance. Companies should evaluate whether existing websites, client portals, shareholder platforms, and document management systems can support the proposed e-delivery framework and whether vendor agreements appropriately allocate implementation responsibilities.

Review books and records and compliance procedures. Companies should evaluate whether existing compliance policies, supervisory procedures, and books and records practices adequately document e-delivery practices, recipient elections, paper requests, delivery failures, and remediation efforts.

Consider implications for registered funds. Registered investment companies that currently rely on Rule 30e-3 should begin assessing how rescinding that rule could affect shareholder report delivery processes, vendor arrangements, and shareholder communications.

Conclusion
If adopted, Reg E-Delivery would represent the most significant modernization of the SEC’s e-delivery framework in nearly three decades. Reg E-Delivery would establish a comprehensive framework governing how many required disclosures may be delivered electronically. Companies that anticipate relying on the proposed rule, if adopted, will need to evaluate onboarding procedures, electronic communication practices, technology infrastructure, vendor relationships, and compliance policies.

The comment period will remain open for 60 days following publication in the Federal Register. The proposing release was published in the Federal Register on July 21, 2026, meaning comments are due by September 21, 2026.

Read More: Frequently Asked Questions: SEC’s Proposed Reg E-Delivery

^{[1] These interpretive releases include the “Use of Electronic Media for Delivery Purposes,” Investment Company Act Release No. 21399 (Oct. 6, 1995) [60 FR 53458 (Oct. 13, 1995)] (“1995 Guidance”); “Use of Electronic Media by Broker-Dealers, Transfer Agents, and Investment Advisers for Delivery of Information,” Investment Company Act Release No. 21945 (May 9, 1996) [61 FR 24644 (May 15, 1996)] (“1996 Guidance”); and “Use of Electronic Media,” Investment Company Act Release No. 24426 (Apr. 28, 2000) [65 FR 25843 (May 4, 2000)] (“2000 Guidance”) (the 1995 Guidance, 1996 Guidance, and 2000 Guidance are collectively referred to as the “E-Delivery Guidance”).}

^{[2] The proposing release notes that information required to be delivered under Regulation Crowdfunding, Rule 15c2-11, and the trade acknowledgement rule for security-based swap transactions would be excluded from the definition of “covered information” as each of these rules were adopted after the E-Delivery Guidance was issued and reflected a policy choice to require or permit an electronic delivery framework tailored to their specific situations.}

^{[3] If a covered entity only intends to use electronic delivery where a covered recipient affirmatively elects to receive covered information electronically, the disclosure would need to state the recipient may opt to have such information delivered electronically to the electronic address the covered recipient provides or accepts to use. For new covered recipients, covered entities could incorporate these disclosures into their onboarding or account opening processes, regardless of whether they plan to use default electronic delivery or an opt-in approach.}