SEC Proposes Regulation E-Delivery: A New Default to Electronic Delivery Under Federal Securities Laws

The US Securities and Exchange Commission (the “SEC” or the “Commission”) released its proposal for Regulation E-Delivery (“Reg E-Delivery”) on July 16, 2026, which would form the Commission’s primary framework for electronic delivery of regulatory information under the federal securities laws.[1]  As noted in its accompanying fact sheet, the Commission’s central concern is that the current default of paper delivery unless, a recipient affirmatively elects otherwise, no longer reflects the preferences of most investors and imposes unnecessary costs and expenses on issuers, market intermediaries, and investors.  The Commission reasons that electronic delivery (“e-delivery”) not only reduces those costs but also offers recipients potentially more personalized, timely, and efficient interactions, as well as accessibility and retention benefits.  The proposal builds upon, but also supplants, the Commission’s decades-old e-delivery guidance.  SEC Chairman Paul S. Atkins lauded the proposed changes, stating “[w]e are taking another stride toward a regulatory framework suitable for the modern era.” 

Reg E-Delivery: Covered Information and Parties 

Proposed Reg E-Delivery permits, but does not require, “covered entities” to deliver regulatory information electronically as a default method, without needing to obtain the recipient’s affirmative consent.  It also establishes the conditions under which delivery obligations under the federal securities laws would be deemed satisfied.  Reg E-Delivery is framed through three defined terms, addressing the e-delivery of “covered information” by “covered entities” to “covered recipients.”  These terms are comprehensive, covering information required to be delivered under the federal securities laws, those obligated to deliver such information (i.e., issuers, investment advisers, broker-dealers), and the customers, clients, investors, security holders, and other recipients entitled to receive such information.

A covered entity can rely on Reg E-Delivery when (a) the recipient has provided an electronic address, (b) the entity gives prominent disclosure that it will send covered information to that address, and (c) the recipient has not opted out of receiving information by e-delivery.  The proposed changes preserve recipient choice by allowing a recipient to opt out of e-delivery at any time and to receive a paper copy free of charge upon request.  Reg E-Delivery also contemplates two permissible e-delivery methods: (1) for information that does not contain personal financial information (“PFI”), a covered entity may deliver the information directly to the recipient's electronic address; (2) for information that contains or includes PFI, the entity must instead deliver a “statement of availability”, such as an email, with a secure link to a website where the recipient can access the information.  That is, a covered entity can “push” non-PFI information to its recipient, but a recipient must affirmatively “pull” PFI information after having been electronically notified of its existence.

The documents covered by Reg E-Delivery (that is, permitted to be e-delivered) are wide-ranging.  

• For broker-dealers, covered information includes trade confirmations, Form CRS disclosures, and Regulation S-AM disclosures.  
• For investment companies, fund prospectuses and shareholder reports are covered.
• For issuers, prospectuses, annual reports, proxy statements, and tender offer materials are included.  

Trade confirmations are a notable Commission focus.  Broker-dealers generate approximately 40.6 billion written confirmations per year, and the Commission recognizes that confirmations issued pursuant to Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) often contain PFI and may require prompt action to identify errors or fraud.  Certain items are expressly excluded from Reg E-Delivery “covered information,” such as information delivered under Regulation Crowdfunding, Rule 15c2-11, and/or the security-based swap trade acknowledgment rule. 

Implementation of Reg E-Delivery

Reg E-Delivery generally would supersede the Commission’s guidance-based e-delivery approach, created through releases issued three decades ago.  If Reg E-Delivery is adopted, the Commission’s adopting release would reaffirm any needed prior guidance.  The Commission’s proposal also amends related rules to promote consistency.  For instance, the Commission proposes rescinding Rule 30e-3 under the Investment Company Act of 1940, as amended, which provides an alternative means for registered investment companies to satisfy shareholder report transmission requirements.  Finally, to the extent that covered information would otherwise be subject to the consumer consent requirements of the Electronic Signatures in Global and National Commerce Act (the “E-SIGN Act”), the Commission proposes exempting such covered information from those requirements. 

Under Reg E-Delivery, a special transition process would apply to recipients currently receiving information in paper form, who would receive two paper notices describing the upcoming transition and their right to opt out of e-delivery.  

Related FINRA Guidance

The Commission’s proposal parallels a similar initiative at the Financial Industry Regulatory Authority ("FINRA").  On December 22, 2025, the FINRA Board approved a proposal permitting member firms to use e-delivery as the default means of providing information to customers under FINRA rules.  As with Reg E-Delivery, the FINRA proposal supports modernizing communication practices and preferences, while preserving customers’ ability to choose paper delivery.  FINRA has stated that it plans to file its proposed rule change with the SEC and will publish related guidance in a Regulatory Notice. 

Key Takeaways

For market intermediaries such as broker-dealers, Reg E-Delivery represents a meaningful shift from an “opt-in” framework to an e-delivery default framework with an “opt-out” option, all of which could materially reduce the volume of paper mailings and associated costs.  Firms that wish to rely on Reg E-Delivery will need to conform existing e-delivery practices, which are often embedded in account agreements, to proposed conditions on method, timing, PFI safeguards, and website availability.  Documents such as customer confirmations stand to be among the most affected because they frequently contain PFI and generally would need to be delivered through the more protective statement-of-availability method rather than sent directly.  The public comment period on the Commission’s proposal will open for 60 days after publication in the Federal Register. 

Katten’s team is available to provide further guidance regarding this proposal and its implications.  Please reach out to your regular Katten contact or any of the authors.