Opt-In Is Out: The SEC’s Proposed Shift to Default Electronic Delivery

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On July 21, 2026, the Securities and Exchange Commission (“SEC”) proposed Regulation E‑Delivery (Release No. 33-11430, Electronic Delivery of Information under the Federal Securities Laws), which represents a significant transformation of the framework for the method of delivery of required information under the federal securities laws. If adopted as proposed, Regulation E-Delivery would replace the SEC’s longstanding guidance-based approach to electronic delivery, which is largely based on an “opt-in” model requiring affirmative recipient consent before documents can be delivered electronically, with a rules-based regime. The proposed regime would permit “covered entities” (defined below) to satisfy many delivery obligations under federal securities law through default electronic delivery without first obtaining a recipient’s affirmative consent, subject to certain conditions.

In an accompanying statement, SEC Chairman Paul Atkins noted that the world has changed dramatically since many of the SEC’s rules were first adopted and characterized the proposal as “an important step toward allowing the financial services industry to harness technology for the benefit of everyday American investors” and “a meaningful advancement toward aligning our rules with the needs of today’s markets.”

The SEC’s proposing release (the “Proposing Release”) is available here, and the accompanying Fact Sheet is available here. The public comment period remains open until September 21, 2026.

Background

For decades, issuers have relied principally on SEC interpretive guidance issued in 1995, 1996 and 2000 regarding electronic delivery (collectively, the “E-Delivery Guidance”). Pursuant to the E-Delivery Guidance, issuers and certain market intermediaries using electronic delivery must generally (i) provide timely and adequate notice to a recipient that information is available electronically (notice); (ii) provide access to information comparable to that which would have been provided in paper form and via means that are not so burdensome that the intended recipient cannot effectively access it (access); and (iii) have reason to believe that electronic delivery has resulted or would result in satisfaction of the delivery requirements under the federal securities laws (evidence of electronic delivery). In the E-Delivery Guidance releases, the SEC provided examples to illustrate how these concepts apply to specific facts and circumstances, and it also expressed its views on the use of informed consent as a way to satisfy the “evidence of electronic delivery” prong, including when procedures incorporating informed consent would be necessary to satisfy evidence of delivery, and what actions an issuer or intermediary would need to take to obtain informed consent. The guidance regarding informed consent has generally led issuers and market intermediaries to default to paper format unless the person entitled to receive these disclosures affirmatively consents or “opts in” to electronic delivery.

The SEC notes in the Proposing Release that, since the decades-old E-Delivery Guidance was issued, internet access in the United States (the “U.S.”) has expanded to the point that the Federal Communications Commission now reports that nearly all areas of the U.S. have access to advanced telecommunications capability through high-speed broadband or satellite services. Additionally, Americans’ use of the internet has significantly evolved (increasing from approximately 50% in 2000 to approximately 96% in 2025, per a survey conducted on behalf of the Pew Research Center), and available evidence suggests that investors and other recipients of regulatory information not only increasingly expect, but prefer, to receive  regulatory documents and reports under the federal securities laws electronically.

At the SEC Speaks conference on March 19, 2026, Chairman Atkins called paper delivery default “an example of the gulf between regulation and reality” and said this default “ought to be a relic, not a standard” in an age of algorithmic trading and artificial intelligence. Similarly, at the 2026 Investment Company Institute Investment Management Conference on March 24, 2026, Commissioner Hester Peirce made the same basic point, suggesting that electronic delivery should become the default or, alternatively, that firms be allowed to choose the form in which they provide disclosure.

Proposed Regulation E-Delivery represents the SEC’s effort to reconcile its delivery framework with the manner in which investors currently receive and access information.

The Proposed Framework: Key Takeaways

Rather than requiring recipients to opt in to electronic delivery, Regulation E-Delivery would for the first time allow certain “covered entities” (as defined below) to deliver required information (referred to in the proposal as “covered information”) electronically by default, provided that the following conditions are met:

• the recipient (“covered recipient”) has provided an “electronic address”;
• the covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to the electronic address provided; and
• the covered recipient has not opted out of electronic delivery.

Regulation E-Delivery would not require any covered entity to switch to electronic delivery, but those that do would have a clear, rules-based safe harbor to rely on.

Key Terms

• Covered Entities. Regulation E-Delivery would apply to any entity that has an obligation under the federal securities laws to deliver covered information to a covered recipient. This includes, for example, issuers that have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or that are required to file reports under Section 15(d) of the Exchange Act, persons or entities registered under the Investment Company Act of 1940 (the “Investment Company Act”), issuers conducting registered securities offerings under the Securities Act of 1933 (the “Securities Act”) or issuers conducting offerings exempt from registration under the Securities Act, persons subject to the Trust Indenture Act of 1939 (the “Trust Indenture Act”), 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 Information. Under Regulation E-Delivery, “covered information” would encompass any disclosure required to be delivered to a covered recipient under the Securities Act, the Exchange Act, the Trust Indenture Act, the Investment Company Act, the Investment Advisers Act of 1940, or any other federal securities law. Covered information therefore would include, for example:
  • For issuers, other soliciting persons, and/or certain third parties, issuer prospectuses, issuer annual reports to security holders, proxy statements and information statements, tender offer statements and solicitation/recommendation statements, and offering circulars;
  • For investment companies, fund prospectuses, fund annual and semi-annual shareholder reports, notices under Investment Company Act Rule 19a-1, proxy statements and information statements;
  • For investment advisers, Form ADV Part 2 Brochures, marketing and testimonial disclosures, agency cross-transaction disclosures, and custody rule account statement notices;
  • For broker-dealers, trade confirmations, disclosures pursuant to Form CRS, and Reg S-AM disclosures; and
  • For obligors and indenture trustees, bondholders’ lists and reports to security holders.

Information that is expressly excluded from the definition of “covered information” would include disclosures required to be delivered under Regulation Crowdfunding, Rule 15c2-11 broker-dealer information, and the security-based swap trade acknowledgment rule (Rule 15Fi-2). 

• Covered Recipients. Regulation E-Delivery would define the term “covered recipient” to include any current or prospective customer, client, investor, security holder (including an indenture security holder), counterparty, or similar recipient to whom a covered entity is required to deliver covered information.
• Electronic Address. Regulation E-Delivery would define “electronic address” as an identifier used to communicate with a covered recipient electronically, including: an email address; a mobile phone number; or any other means of electronic communication capable of receiving electronic delivery pursuant to an electronic delivery method that the rule sets forth and alerting a covered recipient that covered information is available.

Permissible Delivery Methods and Additional Guardrails

Regulation E-Delivery would establish two permissible methods of electronic delivery, depending on the nature of the covered information:

• Direct Delivery: For covered information that does not contain personal financial information (“PFI”), a covered entity could deliver the document directly to the recipient’s electronic address (g., as an email attachment or in the body of an email).
• Statement of Availability: For covered information that contains PFI (g., trade confirmations or account statements), a covered entity would instead have to send a notice directing the recipient to a secure location where the information could be accessed, such as a password-protected website. This method may also be used for non-PFI materials at the covered entity’s election.

Regardless of the delivery method, the delivery of covered information would need to include a prominent statement explaining the process to: (i) obtain a paper version of the covered information upon request, as well as the covered entity’s obligation to provide a paper copy of covered information free of charge; (ii) 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 (iii) update one’s electronic address, free of charge. This statement also would, at a minimum, direct a covered recipient to a website through which they could make these requests and updates.

Covered entities would also have to maintain written policies and procedures designed to reasonably identify and remediate failed deliveries, such as monitoring for bounce-backs and invalid electronic addresses.

Timing, Form, and Manner of E-Delivery

Under Regulation E-Delivery, the electronic delivery (whether via a statement of availability or the direct delivery of covered information) would continue to occur by the date that such information is required to be delivered under the federal securities laws – the timing requirements for delivery would not change. A covered entity could combine multiple items of covered information into a single statement of availability or a single direct delivery communication, as long as all of the requirements of the proposed rule are met for each piece of covered information. Covered entities would also have to maintain written policies and procedures designed to ensure that covered information is made available and remains available in the manner required by the rule (e.g., to monitor and address temporary unavailability of a hosting website).

Proxy Materials, Tender Offer Materials, and Prospectuses

The SEC has also proposed conforming amendments to Regulations 14A and 14C and Rule 14d-5 to incorporate the proposed electronic delivery framework into the proxy solicitation and tender offer processes. As proposed, the rules would eliminate the current “notice and access” model for delivery of proxy materials and would instead provide for electronic notifications that contain direct links to the relevant documents as the default method of delivery.   The related requirement in current Rule 14a-16 that a Notice of Internet Availability be sent at least 40 calendar days before the meeting would consequently be eliminated, with the deadline for delivering proxy materials instead being determined under state law. Full set delivery in paper would continue to be an option where materials are not delivered electronically. If adopted, Regulation E-Delivery would also eliminate the long-standing prohibition on using the notice-and-access framework for business combination proxy solicitations and would instead permit soliciting persons in business combination transactions to choose between delivering a full set of paper materials and using permissible electronic delivery methods under Regulation E-Delivery. Moreover, the proposal would make various conforming technical amendments to Regulations 14A and 14C affecting intermediaries, beneficial owner communications, shareholder lists, householding, proxy websites, and related proxy processing requirements.

The SEC further proposes to amend Rule 14d-5 to clarify that electronic delivery of a bidder’s tender offer materials in accordance with Regulation E-Delivery would be an acceptable method of dissemination. Rule 14d-5 would also be amended to clarify that any shareholder list or security position listing provided to a third-party bidder under Rule 14d-5(c) would have to include all addresses, both mailing and electronic, if available. Where the issuer cannot provide all the required shareholder list information, the issuer would be obligated to distribute the third-party bidder’s tender offer materials instead of providing the shareholder list.

With respect to prospectuses, Regulation E-Delivery would not replace Rule 172’s existing “access equals delivery” framework, which already permits many issuers and other offering participants to satisfy the final prospectus delivery obligation via the filing of the final prospectus. Instead, issuers would merely be provided with an additional delivery option, including with respect to offerings that fall outside Rule 172’s coverage (e.g., offerings on Form S-8 and the corresponding requirement to distribute Section 10(a) prospectuses).

Rescission of Investment Company Act Rule 30e-3

Current Rule 30e-3 generally permits registered closed-end funds and certain insurance company separate accounts to satisfy the requirement to deliver shareholder reports by making the reports available online and sending a paper notice of availability to shareholders. The SEC proposes to rescind Rule 30e-3 because the rule applies only in limited circumstances, and covered entities eligible to use Rule 30e-3 would instead be able to rely on Regulation E-Delivery.

E-SIGN Act Waiver

The SEC has proposed exempting covered entities from the consumer consent requirements under Section 101(c) of the Electronic Signatures in Global and National Commerce Act (the “E-SIGN Act”). The Proposing Release notes that the consent requirements of E-SIGN may significantly burden covered recipients’ ability to receive covered information in the format that meets their preference. For instance, a covered recipient may believe they have signed up for e-delivery when they have actually not completed the statute’s multi-step process. Additionally, such requirements may burden covered entities and covered recipients that prefer to provide or receive affirmative consent in a manner different from that specified in the E-SIGN Act, including telephonic or other oral consent, consent on paper, or consent by other electronic means. The Proposing Release notes that the proposed exemption from the E-SIGN Act would not increase the material risk of harm to consumers in light of Regulation E-Delivery’s own safeguards.

Adoption Timeline and Transition for Existing Paper Recipients

As stated above, the public comment period remains open until September 21, 2026. If adopted, Regulation E-Delivery would become effective 60 days after publication of the final rule. The SEC noted in the Proposing Release that it anticipates providing for a two-year interim period, running from the rule’s effective date, before rescinding the E-Delivery Guidance. During that interim period, covered entities could rely either on the E-Delivery Guidance or on Regulation E-Delivery when using e-delivery to satisfy delivery requirements under the federal securities laws, but not both. Following rescission of the E-Delivery Guidance, covered entities seeking to rely on electronic delivery to satisfy applicable delivery requirements under the federal securities laws would have to comply with the requirements of Regulation E-Delivery.

During the transition process, covered entities that desire to transition existing recipients of paper materials for whom they have an electronic address to default electronic delivery would need to send two paper notices informing those recipients of the switch and their right to opt out: (i) an initial notice at least 180 days before the transition to electronic delivery as the default delivery method and (ii) a reminder notice 30 days before the transition. Both notices would have to alert the recipient about the pending switch to electronic delivery, identify the electronic address that would be used, describe for the recipient the types of information that will be delivered electronically, and include prominent statements describing, among other matters, the recipient’s right to opt out and continue receiving paper copies of the covered information. These transition notification requirements would not apply to: (i) covered recipients who already receive electronic delivery for all covered information, (ii) covered recipients for whom a covered entity does not have an electronic address (which recipients would continue to receive covered information in paper form absent the covered entity contacting the recipient and obtaining an electronic address for the recipient), or (iii) covered entities that do not wish to transition their electronic delivery processes to default electronic delivery for existing covered recipients.

Conclusion

Regulation E-Delivery, if adopted as proposed, would replace the SEC’s longstanding guidance-based approach to electronic delivery with a unified, rules-based regime applicable across the federal securities laws. Covered entities, including issuers, broker-dealers, and investment advisers, could realize reductions in printing, postage, and fulfillment expenses by opting into the default e-delivery model under the proposed framework; however, resulting costs and cost savings may vary. For example, issuers that currently use the “notice and access” model to deliver proxy materials and have a large number of shareholders who have not provided electronic addresses or have opted out of electronic delivery may face increased costs as a full set of printed materials would need to be delivered to such stockholders. Companies that expect to rely on the proposed rule should assess their account onboarding processes, electronic communication workflows, technology systems, third-party service provider arrangements, and internal compliance policies well in advance of any effective date to ensure a smooth and efficient transition.