SEC Proposes Rule Changes to Make E-Delivery the Default Option

On July 16, 2026, the SEC issued a release (the “Release”) proposing a comprehensive new framework, designated Regulation E-Delivery (“Reg E-Delivery”), that would permit “covered entities” – including all registered investment companies and BDCs – to satisfy delivery obligations arising under the federal securities laws through electronic means, including by default. If adopted as proposed, Reg E-Delivery would depart from the historical affirmative-consent (opt-in) model by permitting a covered entity to establish electronic delivery as the default means of delivering “covered information,” subject to satisfaction of specified conditions, or to continue to operate under an opt-in approach. In addition, the Release would:

• Rescind Rule 30e-3 under the 1940 Act, which currently requires registered open-end funds to transmit streamlined annual and semi-annual reports to shareholders, in favor of reliance on Reg E-Delivery. The rescission of Rule 30e-3 would also eliminate the notice-and-access mechanism now available only to registered closed-end funds and certain insurance company separate accounts for satisfying shareholder report delivery obligations, in favor of reliance on Reg E-Delivery; and
• Make conforming and substantive amendments to the rules governing dissemination of proxy materials and information statements covered by Regulations 14A and 14C under the Exchange Act, respectively. For registered investment companies and BDCs, these amendments would restructure the manner in which they deliver proxy materials, including permitting a statement of availability of proxy materials to accompany a fund prospectus, summary prospectus, or shareholder report.

The components of the Release are addressed below: (i) proposed Reg E-Delivery, (ii) the proposed rescission of Rule 30e-3, and (iii) proposed amendments to Regulations 14A and 14C governing the dissemination of proxy materials and information statements and to Exchange Act Rule 14d-5 governing dissemination of third-party tender offer materials.

I. REG E-DELIVERY

Proposed Reg E-Delivery would apply across the federal securities statutes and would establish a uniform, entity-agnostic set of conditions under which default electronic delivery of “covered information” would satisfy delivery requirements imposed under those statutes.

A. Scope and Structure. Reg E-Delivery would be codified as a new Part 303 of Title 17 of the Code of Federal Regulations. Reg E-Delivery would operate as a permissive framework. As proposed, a covered entity may, but is not required to, rely on Reg E-Delivery to satisfy a delivery obligation that arises under the federal securities laws. A covered entity that does not wish to rely on Reg E-Delivery may continue to deliver information in paper, or may continue to rely on an affirmative-consent (opt-in) electronic delivery arrangement outside of Reg E-Delivery.

B. Key Defined Terms. Reg E-Delivery would contain the following defined terms:

Covered information. Any information required to be delivered to a “covered recipient” under the federal securities laws, excluding information required to be delivered under Regulation Crowdfunding (17 C.F.R. Part 227), Exchange Act Rule 15c2-11, and the trade acknowledgment requirements of Exchange Act Rule 15Fi-2.

• The Release identifies the principal categories of covered information that registered investment companies must deliver to shareholders as fund prospectuses and summary prospectuses, annual and semi-annual shareholder reports, proxy voting materials (including proxy statements and information statements), privacy notices, and notices pursuant to Rule 19a-1 under the 1940 Act regarding the sources of certain distributions.

Covered entity. The person or entity that has the obligation under the federal securities laws to deliver covered information to a covered recipient.

Covered recipient. Any current or prospective customer, client, investor, security holder, counterparty, or similar recipient to whom a covered entity is required to deliver covered information. The term excludes the SEC, other federal or state regulators, and self-regulatory organizations.

Covered recipient receiving paper. A covered recipient who, as of the effective date of Reg E-Delivery, receives covered information in paper form and for whom the covered entity has an electronic address. This defined population is the trigger for the special transition process discussed in section I.J, below.

Deliver / delivery. To deliver, furnish, transmit, send, give, mail, provide, forward, make available, or disseminate information, as those terms are used under the federal securities laws.

Electronic address. An identifier used to communicate electronically with a covered recipient, including an email address, a mobile telephone number, or other means of electronic communication capable of receiving electronic delivery and alerting the recipient that covered information has been delivered.

Electronic delivery. Delivery of covered information to a covered recipient’s electronic address.

Personal financial information (“PFI”). Information specific to a covered recipient’s personal financial matters, such as an account number or the details of a specific securities transaction. The definition is non-exclusive and extends to account and transaction details of non-natural persons. The heightened treatment of PFI reflects concerns regarding privacy and cybersecurity risk, and is designed to operate alongside existing obligations under Regulation S-P and Regulation S-ID.

C. Default E-Delivery Framework and General Conditions for Reliance. Reg E-Delivery would depart from the historical affirmative-consent (opt-in) model by permitting a covered entity to establish electronic delivery as the default means of delivering covered information, subject to satisfaction of specified conditions, or to continue to operate under an opt-in approach.

Regardless of which approach a covered entity selects, Reg E-Delivery would impose three general conditions that must be satisfied before a covered entity may rely on Reg E-Delivery with respect to a given covered recipient: (i) the covered recipient must have provided an electronic address to the covered entity, (ii) the covered entity must have provided prominent disclosure to the covered recipient that covered information will be sent to that electronic address, and (iii) the covered recipient must not have opted out of electronic delivery. If it fails to satisfy these conditions, a covered entity may not rely on Reg E-Delivery and must deliver covered information by another permissible means, including paper.

D. Permissible Electronic Delivery Methods. Reg E-Delivery would authorize two methods of electronic delivery and would condition the availability of each method on whether the covered information being delivered constitutes PFI.

• Statement of availability. A covered entity may deliver a statement of availability of covered information to a covered recipient’s electronic address. This method is the exclusive method available for delivering covered information that includes PFI, and is also available for delivering covered information that does not include PFI. A statement of availability must include (i) a prominent statement identifying the covered entity and the covered information being made available, (ii) (if applicable) a brief description that the covered information requires action by the covered recipient by a fixed deadline and that the covered information is sent by a third party on behalf of the covered entity, (iii) a website address that (for non-PFI) leads directly to the covered information or (for PFI) leads to a process reasonably designed to safeguard the PFI before leading directly to the information, (iv) a statement that the covered information available at the website address may be superseded by subsequently posted information, and (v) a prominent statement describing the covered recipient’s rights to obtain a free paper copy, to opt out of electronic delivery, and to update the recipient’s electronic address, together with the process for exercising those rights.
• Direct delivery. A covered entity may deliver covered information directly to a covered recipient’s electronic address, either in the body of the electronic communication or as an attachment thereto. Direct delivery is not a permissible method for delivering covered information that includes PFI, which may be delivered only by means of a statement of availability.

E. Required Disclosure of Electronic Delivery. Before relying on Reg E-Delivery with respect to a covered recipient, a covered entity would be required to provide prominent disclosure describing the categories of covered information that will be delivered electronically. This disclosure requirement would not apply where the covered recipient already receives all covered information electronically as of the effective date of Reg E-Delivery, or where the covered recipient has already received the initial transition notice (described in section I.J, below).

F. Timing, Form, and Manner of Delivery. Electronic delivery, whether by statement of availability or direct delivery, would be required to occur no later than the date on which the covered information is required to be delivered under the applicable federal securities laws. A covered entity may combine multiple items of covered information into a single statement of availability or a single direct delivery communication, provided that each item is otherwise separately identifiable and the requirements applicable to each item are satisfied.

G. Free Paper Copies, Opt-Out Rights, and Address Updates. A covered entity relying on Reg E-Delivery would be required to allow each covered recipient to (i) obtain, upon request, a paper copy of any covered information free of charge, (ii) opt out of electronic delivery, in whole or as to any subset of covered information, at any time, following which the covered entity must deliver the relevant covered information in paper free of charge going forward, and (iii) update the covered recipient’s electronic address free of charge. The covered entity must describe the process for exercising each of these rights, and that process must, at a minimum, direct the covered recipient to a website through which these rights may be exercised.

H. Website Availability Requirements. Covered information made available relying upon a statement of availability would be required to be posted to a website no later than the date such information is required to be delivered. The covered information must remain available on the website for a minimum retention period of at least three years for covered information that includes personal financial information or at least one year for covered information that does not include PFI, unless a different website availability period is provided for under the federal securities laws. The website would have to present covered information in a format that is convenient for both online reading and printing in paper form, and the information must be retainable by the covered recipient permanently and free of charge.¹ The covered information would have to be continuously available on the website, subject to relief where the covered entity has adopted policies and procedures reasonably designed to address temporary unavailability. Finally, the website used to satisfy these requirements may not be an address on an SEC electronic filing system, such as EDGAR.

I. Identification and Remediation of Electronic Delivery Failures. A covered entity relying on Reg E-Delivery would be required to adopt and implement written policies and procedures reasonably designed to identify failed electronic deliveries (e.g., through the receipt of “bounce-back” notifications) and to remediate such failures, including by obtaining an updated electronic address from the covered recipient or, absent an updated address, reverting to paper delivery until a new electronic address is obtained.

J. Transition Process for Covered Recipients Currently Receiving Paper. Reg E-Delivery would impose a special notice process where a covered entity seeks to transition a “covered recipient receiving paper” – that is, a recipient who, as of the Reg E-Delivery effective date, receives covered information in paper and for whom the covered entity already has an electronic address – to default electronic delivery under Reg E-Delivery. The transition process would require two sequential paper notices, each sent to the covered recipient’s last known physical address and consisting of (i) an initial notice, provided in a clear and conspicuous manner not less than 180 days prior to the transition, describing the categories of covered information that will thereafter be delivered electronically, and (ii) a follow-up notice, provided not less than 30 days prior to the transition. Both notices would have to describe the covered recipient’s ability to opt out of electronic delivery and continue to receive paper copies free of charge, the ability to update or confirm the recipient’s electronic address, and the process for exercising these rights.

The proposed Reg E-Delivery transition notice requirements would not apply to covered recipients who already receive all covered information electronically as of the effective date, nor would they compel a covered entity to transition its existing paper recipients to default electronic delivery. Thus, a covered entity may elect to continue delivering paper to such recipients indefinitely. New covered recipients arising after the Reg E-Delivery effective date (e.g., new fund shareholders or new advisory clients) would be subject to the general disclosure and delivery conditions described above but would not be entitled to the transition notices because these recipients will not have an established paper-delivery relationship with the covered entity.

K. Proposed E-SIGN Act Exemption. The SEC has proposed, pursuant to Section 104(d)(1) of the Electronic Signatures in Global and National Commerce Act (the “E-SIGN Act”), to exempt covered information delivered in accordance with Reg E-Delivery from the consumer consent requirements otherwise imposed by the E-SIGN Act, to the extent those requirements would apply because the covered information is required or defined to be provided “in writing.” This exemption is intended to eliminate any conflict between the E-SIGN Act’s consent-based framework and Reg E-Delivery’s default electronic delivery model, under which a covered recipient’s assent is signified by the recipient’s provision of an electronic address and failure to opt out, rather than by affirmative consent in the form contemplated by the E-SIGN Act.

II. RESCISSION OF 1940 ACT RULE 30e-3

The proposed rescission of Rule 30e-3 would eliminate the notice-and-access mechanism currently available to registered closed-end funds and certain insurance company separate accounts for satisfying shareholder report delivery obligations, in favor of reliance on Reg E-Delivery. The proposed amendments to the proxy and information statement rules would likewise restructure the manner in which funds and other registrants deliver proxy materials, including by permitting a statement of availability of proxy materials to accompany a fund prospectus, summary prospectus, or shareholder report.

A. Current Scope of Rule 30e-3. Rule 30e-3 under the 1940 Act currently permits certain registered investment companies to satisfy their shareholder report transmission obligations through a notice-and-access mechanism. These funds post shareholder reports online and deliver a paper notice of the report’s availability instead of directly delivering or mailing the report itself. Following the SEC’s 2022 amendments adopted in connection with the tailored shareholder report rulemaking, Rule 30e-3’s scope was narrowed to remove open-end investment companies (Form N-1A filers) from its coverage. As a result, Rule 30e-3 currently applies only to (i) registered closed-end management investment companies, including BDCs, that file on Form N-2, and (ii) insurance company separate accounts that are management investment companies offering variable annuity or variable life insurance contracts and that are subject to 1940 Act Rule 30e-1 (Form N-3 filers).

B. Practical and Transitional Effects. As proposed in the Release, an investor who currently receives shareholder reports pursuant to Rule 30e-3 and who has provided the fund with an electronic address would, following rescission of Rule 30e-3, be eligible to be transitioned to electronic delivery under Reg E-Delivery, subject to the recipient’s right to opt out and continue receiving paper. An investor who lacks an electronic address on file, or who exercises the opt-out right, would continue to receive shareholder reports in paper form.

Funds currently relying on Rule 30e-3 would accordingly need to revise their systems and procedures to reflect that the notice-and-access approach will no longer be an available means of satisfying shareholder report delivery obligations and would instead need to satisfy Reg E-Delivery’s conditions with respect to any shareholders for whom electronic delivery is sought. The same is true for all registered investment companies and BDCs that will seek to establish electronic delivery as the default means of delivering covered information under Reg E-Delivery.

III. REGULATIONS 14A AND 14C (PROXY MATERIALS AND INFORMATION STATEMENTS) AND RULE 14d-5 (THIRD-PARTY TENDER OFFER MATERIALS)

A. The Existing Rules. Under the existing rules, an issuer or other soliciting person can satisfy its obligation to furnish proxy materials to shareholders by (i) posting its proxy materials on a website and sending a notice of internet availability of proxy materials (the “notice of internet availability”), or (ii) providing a full set of proxy materials (the “full set”) to record holders. Thus, a soliciting person may use the notice-only delivery option to provide proxy materials to some shareholders and the full set delivery option to provide proxy materials to other shareholders.²

• If an issuer has obtained affirmative consent from a record holder to electronically deliver proxy materials, the issuer generally would deliver the notice of internet availability or the full set to the record holder electronically. The issuer must provide a paper or email copy of the proxy materials at no charge to record holders requesting such copy.
• Intermediaries also furnish proxy materials to beneficial owners on behalf of issuers and other soliciting persons. In general, the existing rules require issuers and other soliciting persons to send their proxy materials to intermediaries to be forwarded to the beneficial owners. Intermediaries forward the proxy materials, other than the proxy card, to beneficial owners along with a request for voting instructions that is similar to the proxy card. An intermediary may satisfy its obligation to forward proxy materials to beneficial owners by sending a notice of internet availability only if the issuer or other soliciting person requests it to do so.³

B. Amendments to Regulations 14A and 14C. The Release proposes amendments to Exchange Act Regulations 14A and 14C as well as conforming amendments to Rule 17a-3 (records). These amendments would incorporate Reg E-Delivery’s electronic delivery methods and website availability requirements directly into the proxy and information statement delivery framework, while retaining certain features unique to the proxy rules, such as the timing and content requirements governing the solicitation of proxy votes. Covered entities would not be required to adopt default electronic delivery for proxy materials. However, if an issuer, other soliciting person, or intermediary elects to use e-delivery to furnish proxy materials, the proposed amendments to Regulations 14A and 14C would require the issuer, other soliciting person, or intermediary to comply with the requirements associated with the permitted e-delivery methods and the requirements for website availability of information under Reg E-Delivery, in addition to the requirements in Regulations 14A and 14C, as amended by the Release. Specifically, the Release proposes amendments to the following rules:

• Rules 14a-1 and 14c-1 would be amended to include the definition of “address,” as proposed to be amended, to apply it more broadly in Regulations 14A and 14C;
• Rule 14a-3 would be amended to (i) remove the provision related to the business combination exclusion in Rule 14a-16, (ii) revise certain other provisions to align with the requirements under Reg E-Delivery and the requirements in proposed amended Rule 14a-16, (iii) remove the definition of “address,” which would be included, as revised, in Rules 14a-1 and 14c-1 instead, (iv) clarify that certain references to “address” refer to a “mailing address” and not an electronic address, and (v) add a provision to clarify that when householding a statement of availability of proxy materials, the registrant must include for each shareholder at the shared address any control/identification numbers that the shareholder needs to access its form of proxy and instructions on how to access the form of proxy;
• Rule 14a-7 would be amended to (i) clarify that the obligation to mail the requesting security holder’s soliciting material to security holders is not limited to mailing a paper copy of such material, (ii) revise certain other provisions to align with the requirements under Reg E-Delivery and the requirements in proposed amended Rule 14a-16, (iii) remove the requirement to provide names of shareholders who have made a permanent election to receive paper copies of proxy materials because the Release would remove this election from current Rule 14a-16, (iv) clarify that a security holder list must include all addresses, (v) clarify that providing a security holder list is not an option if the issuer cannot provide all of the security holder list information, and (vi) remove the note providing that reasonably prompt methods of distribution may be used instead of mailing;
• Rule 14a-13 would be amended to (i) update the means of conducting a broker search and requesting a list of non-objecting beneficial owners to remove reliance on first class mail, and (ii) clarify that a list of non-objecting (or consenting) beneficial owners must include all addresses;
• Rule 14a-16 would be amended to expressly incorporate the permitted e-delivery methods, the requirements associated with those e-delivery methods, and the requirements for website availability of information under Reg E-Delivery into the delivery framework for proxy materials;
  • Rule 14a-16’s requirement that a statement of availability be delivered separately from other communications is retained, subject to two exceptions: it may be combined with a state-law-required meeting notice (unless state law prohibits) and, of relevance to registered investment companies and BDCs, it may accompany a fund’s prospectus, a summary prospectus or a shareholder report under 1940 Act Section 30(e) and Rules 30e-1/30e-2.⁴ This provision would allow funds to consolidate delivery of a statement of availability for proxy materials with the delivery of other routine fund disclosure documents, potentially reducing the number of discrete electronic or paper communications sent to fund shareholders and streamlining compliance with the disclosure and timing requirements applicable to each category of covered information.
• Rule 14a-101 would be amended to (i) revise Items 5 and 22 to clarify that certain references to “address” refer to a “mailing address” and not an electronic address, (ii) revise Item 23 to align with the e-delivery methods under Reg E-Delivery and proposed amended Rule 14a-16, and (iii) add a requirement in Item 1 to disclose the website address where the proxy materials are available in the proxy statement itself;
• Rules 14b-1 and 14b-2 would be amended to (i) revise certain provisions to align with the requirements of Reg E-Delivery and the requirements in proposed amended Rule 14a-16, (ii) clarify that a list of non-objecting (or consenting) beneficial owners must include all addresses, (iii) revise the deadline for intermediaries to send a statement of availability of proxy materials to beneficial owners, (iv) include a note providing that intermediaries would be deemed to have met the requirements for website availability of information under Reg E-Delivery if they do not establish a separate website for beneficial owners to access the proxy materials, and (v) remove the recordkeeping and copy-delivery requirements associated with the current permanent election for paper copies, which the Release proposes to remove from Rule 14a-16 as unnecessary if proposed Reg E-Delivery and amendments to Rule 14a-16 are adopted as proposed;
• Rules 14c-2, 14c-3, 14c-7 and 14c-101 would be amended to reflect the statement of availability method of e-delivery under Reg E-Delivery and proposed amended Rule 14a-16; and
• Certain other rules under Regulations 14A and 14C would be amended to (i) remove or revise provisions that would become outdated or would be unnecessary if Reg E-Delivery is adopted, and (ii) make changes that conform to the amendments proposed to Regulations 14A and 14C.

C. Amendments to Rule 14d-5 (Third-Party Tender Offer Materials). The Release proposes amendments to Exchange Act Rule 14d-5, which governs the dissemination of third-party tender offer materials by a subject company using its stockholder and security position lists. The existing tender offer rules require an issuer to facilitate the dissemination of a third-party bidder’s tender offer materials because the issuer has access to contact information for its shareholders not available to third parties. This system would continue under the Release, which separately proposes amendments to Rule 14d-5 and related rules intended to facilitate electronic delivery of third-party tender offer materials.

The amendments would clarify that the permitted means of dissemination under Rule 14d-5 are not limited to mailing or other paper-based delivery by substituting more general terminology for the current paper-specific language, while clarifying which provisions apply specifically to paper mailing. The amendments would add a note confirming that electronic delivery in accordance with Reg E-Delivery constitutes a “reasonably prompt method of dissemination” that a subject company or its transfer agent may use as an alternative to mailing.

• The amendments would also revise the references to shareholder “addresses” in Rule 14d-5(c) to require “all addresses” (i.e., both mailing and electronic addresses) with respect to stockholder and security position lists provided to a third-party bidder. Where a subject company is unable to provide all of the address information required under amended Rule 14d-5(c), the subject company would instead be required to disseminate the bidder’s tender offer materials itself, rather than providing the list to the bidder.

The Release notes that no amendment has been proposed to Rule 13e-4(e), which governs dissemination in connection with issuer tender offers, because the SEC views the existing language of that rule as sufficiently broad to encompass electronic delivery, and because an issuer bidder in an issuer tender offer already has direct access to its own shareholder contact information (obviating the need for a stockholder-list mechanism analogous to that under Rule 14d-5).

IV. COMPLIANCE DATE

The Release proposes a two-year period to comply with the Release’s proposals, which would begin 60 days after publication of any final rule in the Federal Register.

V. COMMENTS DUE DATE

The Release poses a wide variety of questions seeking comment on all aspects of its proposals. Comments on the Release must be received by the SEC no later than September 21, 2026.

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