SEC Proposes Regulation E-Delivery, Making Electronic Delivery the Default Under the Federal Securities Laws

Summary

On July 16, 2026, the Securities and Exchange Commission proposed Regulation E-Delivery, a rule that would permit covered entities to satisfy delivery requirements under the federal securities laws electronically without first obtaining the recipient's affirmative consent. The proposal would replace the SEC's guidance-based framework, in place since the 1990s, under which paper delivery remains the default unless an investor opts-in to electronic delivery. 

Scope of the Proposal

If adopted, the rule would allow, but not require, covered entities to e-deliver covered information to covered recipients in compliance with delivery requirements under federal securities laws on a broad basis.

Covered information includes nearly all information required to be delivered under any of the federal securities laws, such as prospectuses and offering documents (including private placement disclosures), annual and periodic Exchange Act reports, proxy statements and materials, fund disclosures, trade confirmations, privacy notices, and Form ADV Part 2 brochures, among other routine and non-routine disclosures.  

Covered entities include both reporting and non-reporting issuers, broker-dealers, investment advisers, investment companies, funding portals, activist shareholders, and other market participants required to deliver covered information under federal securities laws.

Covered recipients include current and prospective investors, security holders, customers, clients, and other recipients of covered information.

Implementation and Uses

Although reliance on Regulation E-Delivery would be voluntary, many issuers, broker-dealers, investment companies and investment advisers would likely opt-in to reduce printing and mailing costs and shorten the lead time needed to finalize documents for paper delivery. For example, the proposed rules modify the existing notice-and-access model for proxy materials distributed by SEC reporting companies, including elimination of the 40-day advance filing deadline. The proposal is also relevant to equity compensation plan administration. Companies maintaining registered equity plans deliver prospectus and plan information to participants under Form S-8, and participants in 401(k) plans and employee stock purchase plans receive fund prospectuses and related materials. To the extent the final rule permits these materials to be delivered electronically by default, sponsors may be able to consolidate participant communications within existing equity administration and benefits platforms.

Regulation E-Delivery contemplates two permissible e-delivery methods to a covered recipient’s
electronic address: (i) direct delivery if no personal financial information (PFI) is included and (ii) a statement of availability if the materials do contain PFI, with proper safeguards in place for accessing the PFI. Under the proposed rules, an “electronic address” can mean an email address, mobile telephone number and any other means of electronic communication capable of receiving a delivery and alerting the covered recipient that information has been sent. The SEC’s broad definition is intentional and meant to encompass current and future communication technologies.

Transition and Timing

Covered entities that choose to create a default e-delivery system for covered information would need to provide an 180-day initial paper notice to covered recipients who currently receive paper communications and a 30-day follow‑up paper notice to those recipients before the transition. The notice would need to provide opt-out instructions and information on maintaining paper delivery, free of charge, if the recipient chooses.

The public comment period for Regulation E-Delivery will remain open for 60 days after the July 21, 2026 Federal Register publication date. If adopted, the proposed rules contemplate a two‑year compliance period before current e-delivery guidance is rescinded, allowing covered entities to comply with the SEC's existing e-delivery guidance or Regulation E-Delivery during this transition period as they modify their processes.

Next Steps

• Inventory delivery obligations and identify the party responsible for each.
• Quantify current printing and mailing costs.
• Review the quality of covered recipient electronic contact information.
• Evaluate existing e-delivery and paper delivery practices and procedures.

The rule is a proposal only, and no operational changes should be made until final rules are adopted and effective.

This alert is provided for informational purposes only and does not constitute legal advice.

If you have any questions, please contact your Quarles attorney or:

• Jill Polk: 312-715-2769 / jill.polk@quarles.com

We also thank Shane Zabel, who assisted with the preparation of this alert.