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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240, 270, and 303

[Release Nos. 33-11430; 34-105921; 39-2564; IA-6980; IC-36252; File No. S7-2026-25]

RIN 3235-AN57

Electronic Delivery of Information Under the Federal Securities Laws

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

SUMMARY: The Securities and Exchange Commission (the “SEC” or the “Commission”) is

proposing Regulation E-Delivery. The proposed rule sets forth conditions for covered entities to

deliver covered information to covered recipients electronically without first obtaining their

affirmative consent. The proposed rule further establishes conditions under which the

Commission would consider delivery requirements under the Federal securities laws to be

satisfied by electronic delivery. The Commission also is proposing to rescind the rule providing

alternative means for registered investment companies to satisfy shareholder report transmission

requirements, and to amend rules addressing the dissemination of proxy materials and tender

offer materials.

DATES: This proposal was published in the Federal Register on July 21, 2026. Comments

should be received on or before September 21, 2026.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments:

•

Use the Commission’s internet comment form (https://www.sec.gov/comments/s7-202625/electronic-delivery-information-under-federal-securities-laws); or

•

Send an email to rule-comments@sec.gov. Please include File Number S7-2026-25 in the

subject line;

Paper Comments:

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•

Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-2026-25. This file number should be included

on the subject line if email is used. To help the Commission process and review your comments

more efficiently, please use only one method. The Commission will post all comments on the

Commission’s website (https://www.sec.gov/rules-regulations/public-comments/s7-2026-25). Do

not include personally identifiable information in submissions; you should submit only

information that you wish to make available publicly. We may redact in part or withhold entirely

from publication submitted material that is obscene or subject to copyright protection. Studies,

memoranda, or other substantive items may be added by the Commission or staff to the comment

file during this rulemaking. A notification of the inclusion in the comment file of any such

materials will be made available on the Commission’s website. To ensure direct electronic

receipt of such notifications, sign up through the “Stay Connected” option at www.sec.gov to

receive notifications by email.

A summary of the proposal of not more than 100 words is posted on the Commission’s

website (https://www.sec.gov/rules-regulations/2026/07/s7-2026-25).

FOR FURTHER INFORMATION CONTACT: Andrew Deglin, Pamela Ellis, and Sam

Thomas, Senior Counsels; Ted Uliassi, Branch Chief; Amanda Hollander Wagner, Senior Special

Counsel; Brian McLaughlin Johnson and Robert Holowka, Assistant Directors, Rulemaking

Office, Division of Investment Management, (202) 551-6792 or (202) 551-6787; Laura

McKenzie, Special Counsel, or Christina Chalk, Associate Chief, in the Office of Mergers and

Acquisitions, (202) 551-3440; Kasey Levit, Special Counsel, or Heather Maples, Senior Special

Counsel, in the Office of Chief Counsel, (202) 551-3500, Division of Corporation Finance;

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Emily Hellman and Leah Levi, Special Counsels; Meredith MacVicar, Senior Special Counsel;

Kelly Shoop, Branch Chief; Lourdes Gonzalez, Assistant Chief Counsel, Office of Chief

Counsel, Division of Trading and Markets, (202) 551-5550; Kevin Schopp, Senior Special

Counsel, Office of Clearance and Settlement, Division of Trading and Markets, (202) 551-5550,

Securities and Exchange Commission, 100 F Street NE, Washington, DC, 20549.

SUPPLEMENTARY INFORMATION: The Commission is proposing to amend or add the

following rules and forms:

Commission Reference

Securities Exchange Act of 1934

Name

Rule 14a-1

Rule 14a-2

Rule 14a-3

Ruel 14a-5

Rule 14a-7

Rule 14a-13

Rule 14a-16

Rule 14a-101

Rule 14b-1

Rule 14b-2

Rule 14c-1

Rule 14c-2

Rule 14c-3

Rule 14c-4

Rule 14c-7

Rule 14c-101

Rule 14d-5

Rule 17a-3

Rule 30e-3

Regulation EDelivery

Investment Company Act of 1940

Regulation E-Delivery

(17 CFR 303.100 through 303.104)

17 CFR Citation

§ 240.14a-1

§ 240.14a-2

§ 240.14a-3

§ 240.14a-5

§ 240.14a-7

§ 240.14a-13

§ 240.14a-16

§ 240.14a-101

§ 240.14b-1

§ 240.14b-2

§ 240.14c-1

§ 240.14c-2

§ 240.14c-3

§ 240.14c-4

§ 240.14c-7

§ 240.14c-101

§ 240.14d-5

§ 240.17a-3

§ 270.30e-3

§§ 303.100 through

303.104

Table of Contents

Introduction and Background

Current Commission Approach Regarding the Use of Electronic Media

Information About E-Delivery Preferences

C. Other Developments Informing the Commission’s Approach to Delivering

Information

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II.

Overview of Proposed New E-Delivery Framework

Discussion

Considerations and Goals Informing Proposed E-Delivery Approach

E-Delivery Methods and Requirements

General Use and Scope of Proposed Rule

Disclosure of E-Delivery

3. Delivery of Statement of Availability of Covered Information to an

Electronic Address

4. Direct Delivery of Covered Information that Does Not Include

Personal Financial Information to an Electronic Address

Delivery of Covered Information that Includes PFI

Timing, Form, and Manner of E-Delivery

7. Obligation of Covered Entities to Provide Paper Copies of

Covered Information and Permit Opting Out of E-Delivery

Updates to Electronic Address and Choice of Type of Electronic Address

104

Identifying and Remediating E-Delivery Failures

105

Requirements for Website Availability of Covered Information

109

D. Special Provision for Covered Recipients Receiving Paper: Required

Notices and Transition Process for Default Electronic Delivery

117

Scope of Application and Transition Process for Default E-Delivery

117

Required Notices During the Transition Process

125

E-SIGN Act

137

F. Amendments to Current Commission Rules to Facilitate Proposed

E-Delivery Approach

141

1. Rescission of Rule Addressing Internet Availability of Fund

Shareholder Reports

141

2. Amendments to Requirements for the Dissemination of Proxy

Materials and Tender Offer Materials

143

Existing Commission Guidance

190

Compliance Period

201

Economic Analysis

207

Introduction

207

Baseline and Affected Parties

209

III.

Guidance and Existing Regulations Governing Use of Electronic Media

209

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Affected Parties

216

External Studies

226

Benefits and Costs

231

Benefits

233

Costs

246

Monetized Benefits and Costs

260

Effects on Efficiency, Competition and Capital Formation

265

Reasonable Alternatives

267

Charging for Paper Delivery

267

Additional Paper Notices Following Transition to Default E-Delivery

269

Access Equals Delivery Approach to E-Delivery

270

4. Alternative Notice and Access Approach To E-Delivery

(Permitting Paper Notice)

271

5. Alternatives to Proposed Definition of PFI and Requirements

Regarding E-Delivery of Covered Information Containing PFI

272

Alternatives to Proposed Transition Process

274

Alternatives for Smaller Covered Entities

274

Request for Comment

275

Paperwork Reduction Act Analysis

282

Reg E-Delivery: Disclosure of Electronic Delivery

284

Reg E-Delivery: E-Delivery Methods

286

Reg E-Delivery: Delivery of Covered Information in Paper on Request

287

Reg E-Delivery: Identifying and Remediating E-Delivery Failures

288

E. Reg E-Delivery: Requirements for Website Availability of Covered

Information

289

Reg E-Delivery: Initial and Follow-Up Notices

291

Reg E-Delivery: Aggregate Paperwork Reduction Act Burden

294

Rule 30e-3

296

Regulations 14A and 14C and Rule 14d-5

296

Request for Comment

298

IV.

Initial Regulatory Flexibility Analysis

299

Reasons for and Objectives of the Proposed Actions

300

Legal Basis

300

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Small Entities Subject to the Proposed Rule

301

Projected Reporting, Recordkeeping, and Other Compliance Requirements

302

Duplicative, Overlapping, or Conflicting Federal Rules

305

Significant Alternatives

306

General Request for Comment

306

VI.

Congressional Review Act

306

VII.

Other Matters

307

Statutory Authority

308

Introduction and Background

The Commission is proposing Regulation E-Delivery (“Reg E-Delivery” or the

“proposed rule”). If it is adopted, issuers and market intermediaries, among others, that comply

with the conditions of Reg E-Delivery would be assured that they have satisfied, through the use

of electronic delivery (“e-delivery”), applicable requirements to deliver required disclosures,

reports, and other regulatory materials under the Federal securities laws. 1 Reg E-Delivery would

not require obtaining affirmative consent from investors and others before using e-delivery.

Currently, many required regulatory disclosures and reports under the Federal securities laws

typically are delivered in paper, unless the person with a right to receive these disclosures and

reports affirmatively elects otherwise. If adopted as proposed, Reg E-Delivery generally would

supersede the Commission’s current approach in its E-Delivery Guidance, which is based largely

on an “opt-in” approach to e-delivery. 2

Reg E-Delivery, if it is adopted, would be codified at 17 CFR 303.100-104. This release generally uses the

term “e-delivery” unless the context would more appropriately require “electronic delivery” (in particular,

referencing specific provisions of proposed Reg E-Delivery that use the term “electronic delivery”). Reg EDelivery would address only the procedural aspects under the Federal securities laws of electronic delivery,

and, except as provided in the proposed rule, would not otherwise affect the rights and responsibilities of

any party under the Federal securities laws. See 1995 Guidance, infra footnote 3, at text accompanying

n.11.

If adopted as proposed, Reg E-Delivery would supersede the 1995 Guidance and 1996 Guidance in their

entirety, with certain principles from these releases reaffirmed in any release adopting Reg E-Delivery. We

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The Commission has long appreciated that using electronic media to deliver regulatory

information may enhance a recipient’s ability to access, research, and analyze this information as

well as provide issuers, market intermediaries, and others with a rapid, cost-efficient,

widespread, and secure delivery method. 3 Our proposal draws on the Commission’s experience

of more than 30 years with the use of electronic media to provide investors and others with

information. Our proposal also reflects the significant advances in electronic communication

technologies and the increased adoption of those technologies, particularly following the

COVID-19 pandemic, that have occurred since the Commission’s initial publication of guidance

on the use of electronic media to deliver required regulatory documents and reports. 4 These

advances and adoptions include, among others, the breadth of means through which individuals

can now access data, such as through smartphones and tablets; and the growth of cloud storage

of data (in turn increasing the data that is available online). More recently, particularly in the

financial industry, these advances and potential technological breakthroughs also include, among

others, the use of artificial intelligence (“AI”); the use of blockchain technology in connection

with securities offerings and the transfer of shares; and the issuance, custody and trading of

assets that are issued or transferred using distributed ledger technology.

anticipate that we would retain the majority of the 2000 Guidance, and only certain sections and examples

would be superseded by Reg E-Delivery. See infra footnote 3 and section II.G.

See, e.g., Use of Electronic Media for Delivery Purposes, Investment Company Act Release No. 21399

(Oct. 6, 1995) [60 FR 53458 (Oct. 13, 1995)] (“1995 Guidance”) (stating that the Commission believes that

the use of electronic media should be at least an equal alternative to the use of paper-based media, and

accordingly, issuer or third-party information that can be delivered in paper under the Federal securities

laws may be delivered in electronic format); 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”); Use of Electronic Media, Investment Company

Act Release No. 24426 (Apr. 28, 2000) [65 FR 25843 (May 4, 2000)] (“2000 Guidance”) (1995 Guidance,

1996 Guidance, and 2000 Guidance, collectively “E-Delivery Guidance”); see also infra section I.B.

See infra section I.B.

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In light of these developments, diverse financial industry stakeholders have suggested

through multiple channels, including in response to Commission rulemakings, that the

Commission consider updating the current e-delivery framework. 5 After considering their

suggestions, which we discuss in more detail below, we are proposing a new rule that reflects the

preferences of many individuals and other recipients of information. Proposed Reg E-Delivery

would set forth conditions for delivering information electronically without first obtaining

recipients’ affirmative consent, while providing the ability to “opt out” of e-delivery and

promptly receive regulatory disclosures and reports in paper, free of charge.

Proposed Reg E-Delivery also would establish conditions under which the Commission

would consider delivery requirements under the Federal securities laws to have been satisfied by

e-delivery. These conditions reflect our understanding of common e-delivery practices, while

providing flexibility to accommodate others that may arise. They are also designed to help ensure

that materials are delivered in a user-friendly format while also protecting personal financial

information. 6 The proposed conditions furthermore are designed to provide relevant and

consistent information about the process to opt out of e-delivery, receive paper copies of covered

information upon request, and update one’s electronic address (all free of charge). This would

help ensure that investors and other recipients receive information in their preferred format,

particularly in view of the default e-delivery approach under the proposed rule. We recognize

that these conditions may differ from how some firms currently deliver materials electronically,

See infra sections I.B and I.C.

See infra section I.B. We understand, for example, that some current e-delivery methods may require the

recipient to use multiple “clicks” to access information online, which may make it challenging for that

recipient to access information easily. We also understand that investors and others may have concerns

about the security of regulatory disclosures and reports that contain personal financial information being

delivered using e-delivery. See infra sections II.B.3 and II.B.5.

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the terms of which are often set forth in account agreements or otherwise by contract. 7 To the

extent those firms wish to rely on Reg E-Delivery to deliver information using e-delivery, they

will need to alter certain of their e-delivery practices to align with the conditions imposed by Reg

E-Delivery.

The Commission also is proposing to rescind rule 30e-3 under the Investment Company

Act of 1940 (the “Investment Company Act”) and to amend certain rules in Regulations 14A and

14C and rule 14d-5 under the Securities Exchange Act of 1934 (the “Exchange Act”) to facilitate,

and promote consistency with, the proposed new e-delivery framework.

The proposal is expected to provide cost savings to issuers, market intermediaries, and

ultimately investors and others who receive regulatory information, by permitting those who

elect to rely on Reg E-Delivery to provide required regulatory disclosures and reports by edelivery as the default delivery option. We anticipate that this aspect of the proposal could be

more cost-effective and efficient than providing paper delivery to those who do not otherwise

express a preference for paper delivery. The proposal also is designed to encourage the benefits

that increased e-delivery would bring to recipients of regulatory information, for example

through increased accessibility, security, and the opportunity for a more engaging experience

with disclosure.

Current Commission Approach Regarding the Use of Electronic Media

Recognizing that the Federal securities laws generally do not prescribe the particular

medium (i.e., in paper format) by which regulatory disclosures and reports are to be delivered,

the Commission historically has addressed the use of e-delivery through interpretative guidance. 8

See infra section III.B.1 (comparing the proposed conditions to the E-Delivery Guidance).

See 1995 Guidance, supra footnote 3, at section I (explaining that “[t]he federal securities statutes do not

prescribe the medium to be used for providing information by or on behalf of issuers, or by or on behalf of

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Through the Commission’s E-Delivery Guidance, the Commission discussed the three factors—

notice, access, and evidence of delivery—that issuers and certain market intermediaries using edelivery should consider as they assess their compliance with the delivery requirements under

the Federal securities laws. 9

•

Notice: This factor reflects the extent to which an electronic communication provides

timely and adequate notice that information is available electronically.

•

Access: This factor reflects the principle that the recipient of regulatory information should

be able to access information electronically in a format that is comparable to what would

have been provided in paper format, and the means to access that information should not be

so burdensome that the intended recipient cannot effectively access it.

•

Evidence of delivery: This factor reflects the principle that the issuer or market intermediary

should have reason to believe that delivery of information electronically has resulted or

would result in satisfaction of the delivery requirements under the Federal securities laws.

In each E-Delivery Guidance release, the Commission provided a non-exclusive and non-

exhaustive series of examples to illustrate how these concepts apply to specific facts and

circumstances. These examples were designed in part to apply the notice, access, and evidence of

delivery framework to different types of communications and methods of e-delivery, and in the

context of different relationships between the individual receiving the communication and the

issuer or market intermediary sending the communication. In each release, the Commission also

expressed its views on the use of informed consent as a way to satisfy the “evidence of delivery”

third parties with respect to issuers”); 1996 Guidance, supra footnote 3, at section II (providing guidance

intended for broker-dealers, transfer agents, and investment advisers in using electronic media to satisfy

delivery requirements under the Federal securities laws).

See E-Delivery Guidance, supra footnote 3.

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factor, 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. 10 Because of the guidance regarding informed consent, issuers and market

intermediaries generally deliver regulatory documents and reports in paper format unless the

recipient consents or “opts in” to e-delivery.

In the E-Delivery Guidance, the Commission stated that an issuer or market intermediary

that structures its delivery in accordance with the principles and examples set forth in those

releases could be assured that it was satisfying its delivery obligations under the Federal

securities laws. Nevertheless, the Commission recognized that an issuer or market intermediary

could develop a method of e-delivery that differs from the principles and examples that also

could satisfy delivery obligations under the Federal securities laws. 11

Since the publication of the E-Delivery Guidance, the Commission has continued to

explore how e-delivery could be used by issuers and market intermediaries to improve their

ability to communicate with investors and others, as well as how electronic media could be used

to enhance required disclosure. 12 Over the past twenty-plus years, the Commission also has

addressed disclosure approaches involving electronic media in discrete contexts involving

standardized documents—including the development of concise, layered disclosure and overlays

to that disclosure, such as calculators, hover-over or pop-up information, and interactive features

Informed consent generally requires that the investor agrees, given notice and access, to accept delivery of

a regulatory disclosure or report electronically, instead of by paper. See, e.g.,1995 Guidance, supra footnote

3, at n.29 and accompanying text; 2000 Guidance, supra footnote 3, at section II.A.1 (providing guidance

regarding informed consent obtained telephonically).

See 1995 Guidance, supra footnote 3, at section II.B.

Meanwhile, staff has observed that, in the decades following the publication of the E-Delivery Guidance, a

number of examples in the guidance have become technologically outdated. See, e.g., 1995 Guidance,

supra footnote 3, at Example 4 (discussing, in part, consent to delivery using a floppy disk).

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to customize disclosure—without changing the general framework discussed in the E-Delivery

Guidance. 13 The adoption of these disclosure approaches reflected the Commission’s

acknowledgement of the potential benefits of using electronic media to deliver regulatory

information, as well as interest in harnessing the power of technological advances to provide

better access to information. 14 Further, in releases recognizing that many Americans have

demonstrated a growing preference for consuming information through electronic media as the

use of the internet has grown, the Commission has sought information about the use of the

internet to communicate and find information about fund investments. 15 In addition, cognizant of

the experiences of investors, issuers, intermediaries, and other entities during the COVID-19

pandemic that illustrated some disadvantages and risks of reliance on delivery of regulatory

disclosure documents and reports solely in paper, the Commission and its staff provided

temporary emergency relief to market participants from various requirements under the Federal

See, e.g., Securities Offering Reform, Securities Act Release No. 8591 (July 19, 2005) [70 FR 44721 (Aug.

3, 2005)] (in part, adopting an “access equals delivery” model for the delivery of final prospectuses, subject

to certain conditions) (“Securities Offering Reform Adopting Release”); Internet Availability of Proxy

Materials, Securities Exchange Act Release No. 55146 (Jan. 22, 2007) [72 FR 4148 (Jan. 29, 2007)] (“EProxy Adopting Release”); Enhanced Disclosure and New Prospectus Delivery Option for Registered

Open-End Management Investment Companies, Investment Company Act Release No. 28584 (Jan. 13,

2009) [74 FR 4545 (Jan. 26, 2009)] (“2009 Summary Prospectus Adopting Release”); Updated Disclosure

Requirements and Summary Prospectus for Variable Annuity and Variable Life Insurance Contracts,

Investment Company Act Release No. 33814 (Mar. 11, 2020) [85 FR 29614 (May 18, 2020)] (“VASP

Adopting Release”); Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee

Information in Investment Company Advertisements, Investment Company Act Release No. 34731 (Oct.

26, 2022) [87 FR 72758 (Nov. 25, 2022)] (“Tailored Shareholder Reports Adopting Release”) at section II

(discussing, in part, how funds have incentives to present more interactive, dynamic disclosure on their

websites and that funds are encouraged to use online tools such as expense calculators to enhance an

investor’s understanding of material in annual reports); Regulation S-P: Privacy of Consumer Financial

Information and Safeguarding Personal Information, Securities Exchange Act Release No. 100155 (May

16, 2024) [89 FR 47688 (June 3, 2024)] (“Regulation S-P Adopting Release”) at n.200 (addressing

circumstances under which certain required notices under Regulation S-P may be provided electronically).

See, e.g., 2009 Summary Prospectus Adopting Release, supra footnote 13, at paragraph accompanying

nn.24-29.

See, e.g., Request for Comment on Fund Retail Investor Experience and Disclosure, Investment Company

Act Release No. 33113 (June 5, 2018) [83 FR 26891 (June 11, 2018)].

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securities laws, including paper delivery requirements. 16 We understand that disclosure

approaches involving e-delivery have provided cost savings to issuers, market intermediaries,

and ultimately to investors and other recipients of regulatory information. 17 Meanwhile, the

Commission, as well as the current Chairman of the Commission, have signaled their interest in

initiatives that would foster and harness the benefits of electronic media, and other innovative

new technologies for investors. 18

See, e.g., Letter from Fidelity Investments, The Charles Schwab Corporation, and BlackRock, Inc. to SEC

Chairman Jay Clayton (Sept. 8, 2020) (“the work of print vendors and suppliers relied upon by the financial

services industry has been hindered by the pandemic crisis and related Federal, State and local orders and

ordinances”), available at https://www.fidelity.com/bin-public/060_www_fidelity_com/documents/aboutfidelity/digital-delivery-letter.pdf; Order Under Section 36 of the Securities Exchange Act of 1934

Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies,

Securities Exchange Act Release No. 88465 (Mar. 25, 2020) (among other relief, suspending the

requirement to furnish proxy statements, annual reports, and other soliciting materials, as applicable,

through the U.S. mail, subject to certain conditions); Order under Section 6(c) and Section 38(a) of the

Investment Company Act of 1940 Granting Exemptions from Specified Provisions of the Investment

Company Act and Certain Rules Thereunder; Commission Statement Regarding Prospectus Delivery,

Investment Company Act Release No. 33824 (Mar. 25, 2020) (in part, temporarily exempting registered

management investment companies from the requirement to transmit annual and semi-annual reports to

investors); Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns (last

updated Apr. 7, 2020), available at https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetingslight-covid-19-concerns (in part, permitting issuers to furnish proxy materials through the “notice-only” edelivery option, without meeting all aspects of the notice and timing requirements of rule 14a-16, because

of delays in printing and mailing of the full set of their materials due to the impact of COVID-19); Staff

Statement Regarding Temporary International Mail Service Suspensions to Certain Jurisdictions Related to

the COVID-19 Pandemic (June 24, 2020), available at https://www.sec.gov/tm/temporary-internationalmail-service-suspension. By contrast, the Commission is not aware of similar delivery challenges with

regulatory documents and reports that were electronically delivered during that period.

See, e.g., Letter from Broadridge Financial Solutions, Inc. to FINRA (July 14, 2025) (“Broadridge Letter”)

available at

https://www.finra.org/sites/default/files/NoticeComment/Broadridge%20Comment%20Letter%20to%20FI

NRA%20-%2007-14-2025.pdf (stating, for example, that broker-dealers save an average of $0.75 on paper

and postage when a typical account statement is e-delivered instead of mailed and that equity operating

companies save several dollars on each proxy statement that is e-delivered instead of mailed); Letters from

Investment Company Institute to Chairman Paul S. Atkins (Nov. 18, 2025 and Apr. 11, 2025), available at

https://www.ici.org/system/files/2025-11/25-cl-edelivery-framework-recommendations.pdf and

https://www.ici.org/system/files/2025-04/25-cl-chair-atkins-investor-priorities.pdf (“Nov. 2025 ICI Letter”

and “Apr. 2025 ICI Letter,” respectively, and collectively, “ICI Letters”) (suggesting, in part, that default edelivery would save funds and their shareholders annual savings of between $589 million to $797 million

and projected cumulative savings of $3 billion to $4 billion over five years, and stating that funds are

operationally ready to implement e-delivery as a default delivery method).

See, e.g., SEC Chair Atkins on Protecting Investors, Promoting Markets, Powering Growth – A

Conversation at SIFMA’s 2025 Annual Meeting (Nov. 5, 2025) (discussing the SEC’s agenda and priorities,

including e-delivery), available at https://www.sifma.org/news/blog/sec-chair-atkins-on-protecting-

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Information About E-Delivery Preferences

Our understanding about preferences for electronic media is informed by many sources,

including studies and data about Americans’ access to and use of the internet and recentlyconducted investor testing surveys, as well as past disclosure reform initiatives. Since the

decades-old E-Delivery Guidance releases were published, there have been significant advances

in electronic communications technologies as well as in the way Americans use those

technologies. For example, access to the internet in the United States (“U.S.”) has expanded to

the point where the Federal Communications Commission now reports that nearly all areas of

the U.S., whether rural or urban, have access to advanced telecommunications capability

through high-speed broadband or satellite services. 19

Consistent with their nearly universal access to advanced telecommunications capability,

Americans’ use of the internet has evolved over time. For example, based on surveys on this

topic conducted on behalf of the Pew Research Center (“2025 Pew Survey”), a not-for-profit

research organization, the percentage of U.S. adults who use the internet has almost doubled

investors-promoting-markets-powering-growth; Chairman Paul Atkins, American Leadership in the Digital

Finance Revolution, Securities and Exchange Commission (July 31, 2025) available at

https://www.sec.gov/newsroom/speeches-statements/atkins-digital-finance-revolution-073125 (discussing

the launch of Project Crypto); Commissioner Hester Peirce, Misery Loves [Investment] Company:

Remarks at the 2026 Investment Company Institute Investment Management Conference (Mar. 24, 2026),

available at https://www.sec.gov/newsroom/speeches-statements/peirce-remarks-investment-companyinstitute-032426 (“We should consider a proposal either to make electronic delivery the default or even to

allow firms to offer disclosure in whatever form they prefer”); see also Tailored Shareholder Reports

Adopting Release, supra footnote 13 (acknowledging the concerns raised by commenters about the method

of delivery of fund regulatory materials and stating, in part, that “reconsidering the Commission’s edelivery regime for fund materials, however, merits further consideration”).

See Federal Communications Commission, Fourteenth Broadband Deployment Report (Jan. 13, 2021), p.

19 and Appendix H, available at https://docs.fcc.gov/public/attachments/FCC-21-18A1.pdf (“Broadband

Deployment Report”). The term “advanced telecommunications capability” is defined, without regard to

any transmission media or technology, as high-speed, switched, broadband telecommunications capability

that enables users to originate and receive high-quality voice, data, graphics, and video telecommunications

using any technology. 47 U.S.C. 1302(d)(1); see also Broadband Deployment Report at n.5.

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from approximately 50% in 2000 to approximately 96% in 2025. 20 Moreover, 16% of U.S. adults

responding to the 2025 Pew Survey reported that they are “smartphone-only” internet users,

meaning they own a smartphone, but do not subscribe to a home broadband service. 21 Use of the

internet has grown to the point to where, in response to an Internal Revenue Service (“IRS”)

paperless processing initiative, over 90% of all individual tax returns for fiscal year 2024 were

filed electronically. 22

In addition, available evidence suggests that investors and other recipients of regulatory

information not only increasingly expect, but also prefer, that regulatory documents and reports

under the Federal securities laws be delivered electronically. 23 In mid-2025, staff in the Office of

See Pew Research Center, Internet, Broadband Fact Sheet (Nov. 20, 2025) available at

https://www.pewresearch.org/internet/fact-sheet/internet-broadband/ (“2025 Pew Internet Fact Sheet”) (also

reporting that subscription to a broadband service has become so widespread that 54% of households with

less than $30,000 annual income subscribe to home broadband); R. Gelles-Watnick, Americans’ Use of

Mobile Technology and Home Broadband (Jan. 31, 2024) available at

https://www.pewresearch.org/internet/2024/01/31/americans-use-of-mobile-technology-and-homebroadband/.

See 2025 Pew Internet Fact Sheet, supra footnote 20.

See Internal Revenue Service Data Book – October 1, 2023 to September 30, 2024 at table 4 (reporting that

93.3% of all individual tax returns for fiscal year 2024 were filed electronically) available at

https://www.irs.gov/statistics/returns-filed-taxes-collected-and-refunds-issued; Fact Sheet: Taxpayers will

have the option to go paperless for IRS correspondence by the 2024 filing season, IRS to achieve paperless

processing for all tax returns by filing season 2025, FS-2023-18, Aug. 2023 available at

https://www.irs.gov/newsroom/irs-launches-paperless-processing-initiative; Internal Revenue Service;

Taxpayer Files Return on Paper, Taxpayer Advocate Service, Internal Revenue Service (updated Apr. 16,

2026) available at https://www.taxpayeradvocate.irs.gov/notices/taxpayer-files-return-on-paper/.

See FINRA Investor Education Foundation, Investors in the United States – A Report of the National

Financial Capability Study (4th Ed. Dec. 2025) available at

https://www.finrafoundation.org/sites/finrafoundation/files/202511/NFCS_Investor_Survey_Report_White_Paper.pdf (“FINRA Foundation National Financial Capability

Study”) (based on two linked surveys conducted in 2024 that included a state-by state online survey of

25,539 U.S. adults across all 50 states and Washington, DC and an investor online survey of 2,861 U.S.

adults who have investments outside of retirement account, reporting, in part, that email continues to be

most popular method for receiving disclosures (39%) followed by paper delivery (32%); Most Investors

Want Electronic, Not Paper, Delivery of Investor Documents (Summer 2022), FSG Global YouGov survey

commissioned by SIFMA (survey of 1300 individual investors conducted nationwide between May 16-19,

2022 where the investors surveyed held at least $5,000 across retirement accounts, college-savings

investments, stocks, bonds, mutual funds, or a brokerage account, excluding property and cryptocurrency

investments) available at https://www.sifma.org/wp-content/uploads/2022/07/SIFMA-Survey-Results-forSEC-July-2022.pdf (“SIFMA Survey”) (finding, in part, that 81% of investors surveyed would prefer at

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Investor Research (“OIR”) within the Commission’s Office of the Investor Advocate engaged in

investor testing to explore investor preferences for e-delivery of financial disclosures. 24 In

analyzing the data from a nationally representative survey panel, OIR found that the vast

majority of U.S investors (nearly 80%) prefer some form of e-delivery for financial disclosure

documents that do not include personal information, and also that a majority (approximately

63%) prefers some form of e-delivery even for documents that do include personal information.

Other nationwide investor surveys have reported similar investor preferences for edelivery of investor communications. 25 For example, several recent nationwide financial industry

surveys of investors, including one conducted on behalf of the Investment Company Institute

(“ICI”), an asset management industry trade group, reported that e-delivery has become so

pervasive that over 80% of the U.S. individuals surveyed, including older individuals, would be

least one type of investor communication be sent via e-delivery rather than physical mail, and that the

majority of investors surveyed (79%) have already opted in to receive investor communications

electronically, either through email, a financial institution’s website, or a mobile application).

See Exploring Investor Preferences for Electronic Delivery of Financial Disclosures, U.S. Securities and

Exchange Commission Office of the Investor Advocate (May 2026), available at

https://www.sec.gov/files/exploring-investor-preferences-electronic-delivery-financial-disclosures.pdf.

That statement and any other staff statements referenced in this release are not a rule, regulation, guidance,

or statement of the Commission, and the Commission has neither approved nor disapproved their content.

Staff statements have no legal force or effect: they do not alter or amend applicable law, and they create no

new or additional obligations for any person. The OIR investor testing included a survey of 5,497

participants. The questions about the e-delivery of investment related disclosures were shown only to

investors, leaving a total of 4,295 respondents. In response to the Commission’s 2020 proposal on tailored

shareholder reports (Tailored Shareholder Reports, Treatment of Annual Prospectus Updates for Existing

Investors, and Risk Disclosure for Mutual Funds and Exchange-Traded Funds; Fee Information in

Investment Company Advertisements, Investment Company Act Release No. 33963 (Aug. 5, 2020) [85 FR

70716 (Nov. 5, 2020)] (“Tailored Shareholder Reports Proposing Release”), comment file available at

https://www.sec.gov/comments/s7-09-20/s70920.htm), the Consumer Federation of America submitted a

letter stating that as the Commission implements policy changes to promote e-delivery, the Commission

should continue to engage in testing to determine whether it achieves the goal of promoting better investor

engagement. See Letter of Consumer Federation of America (Dec. 15, 2020) (“CFA 2020 Letter”).

See Holden, Schrass, Seligman, and Bogdan, Americans’ Views on E-Delivery of Financial Documents

(2025) Washington, DC: Investment Company Institute available at www.ici.org/system/files/2025-09/25ici-paper-edelivery.pdf (survey designed by ICI staff and administered by NORC at the University of

Chicago using the AmeriSpeak® probability-based panel in July 2025 of 1,132 U.S. individuals, including

400 mutual fund or ETF investors) (“ICI Survey”); SIFMA Survey, supra footnote 23 (also finding that

comfort with e-delivery as the default was high regardless of age, education level, income level, and the

amount of assets held).

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comfortable with e-delivery as the default delivery method for investor communications, as long

as paper delivery still could be requested. 26 In addition, the ICI Survey reported that (1) 82% of

U.S. individuals surveyed recalled receiving communications about financial documents

electronically (30% of those respondents recalled receiving both electronic and paper

communications about financial documents) and (2) 79% of fund investors who reported that

they only received paper copies of financial documents also supported e-delivery as a default

delivery method. 27 Further, the ICI Survey sought to better understand why some investors are

receiving paper documents. The survey found that nearly one-third of fund investors receiving

some of their financial communications as paper documents wanted e-delivery and had signed up

for e-delivery but still received paper documents, and that 6% of fund investors receiving some

of their financial communications as paper documents currently received those documents in

paper because they thought that signing up for e-delivery would take too much time. 28 The ICI

Survey suggested that an e-delivery default could overcome such frictions. 29

Consistent with these findings, another recent nationwide financial industry survey of

investors conducted on behalf of Broadridge Financial Solutions, Inc. (“Broadridge”), a financial

technology company, found that prospective new investors not only would prefer e-delivery as

See ICI Survey, supra footnote 25 (finding that 84% of all respondents and 88% of fund investors,

including 87% of fund investors age 65 and older, agreed with the statement “As long as people can still

request paper at no cost, it’s a good idea to make e-delivery the default”); FINRA Foundation National

Financial Capability Study, supra footnote 23 (finding, in part, that most popular method for receiving

disclosures is by email (39%)); SIFMA Survey, supra footnote 23 (finding 85% of U.S. investors surveyed

would be comfortable with e-delivery as the default for investor communications).

See ICI Survey, supra footnote 25.

See id. (based on responses to the following question “[w]hy do you currently receive some of your

financial communications as paper documents?”); see supra footnote 25 (discussing the challenges in

obtaining email addresses from investors); see infra footnote 41 (discussing surveys submitted by

commenters suggesting why investors are not receiving regulatory documents and reports by e-delivery).

See ICI Survey, supra footnote 25 (suggesting that an e-delivery default would benefit nearly four-in-ten

fund investors currently receiving at least some paper documents).

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the default method of communication but also trust email over physical mail by over a three to

one factor (57% to 18%). 30 That survey also found that deliveries by email and “push

notifications from firms’ apps” currently comprise 71% of all account statement deliveries, 83%

of all trade confirmation deliveries, and 58% of the tax forms sent to U.S. investors surveyed,

and that most investors surveyed, including investors age 55 and older, use a laptop or desktop to

access their accounts while over 60% use a mobile device. 31

Other nationwide surveys conducted several years ago found similar results. For

example, a 2022 nationwide survey conducted on behalf of the Securities Industry and Financial

Markets Association (“SIFMA”), a securities industry trade group, found that 81% of the

individual investors surveyed reported that they would prefer that at least one type of investment

communication be sent via e-delivery. 32 In addition, two linked nationwide surveys conducted in

2021 on behalf of the FINRA Investor Education Foundation found, in part, that investors

surveyed prefer email (39%) over paper (32%) for receiving disclosures. 33

See Survey of Investor Delivery Preferences for Required Regulatory Communications (July 2025),

Forrester Research survey commissioned by Broadridge (survey conducted in November – December 2024

of over 5,000 individuals, consisting of 4,506 who are U.S. investors with brokerage, investment, or nonworkplace retirement accounts and 501 individuals who do not currently have an account but plan to open

one within 6-12 months) (“Broadridge Survey”) submitted as part of Broadridge Letter, supra footnote 17

(finding, in part, that 76% of prospective new investors would prefer e-delivery of account statements as

the default method of communication; 65% of prospective new investors would prefer e-delivery of tax

documents and other mandatory disclosures as the default method of communication).

Id.

See SIFMA Survey, supra footnote 23.

See FINRA Foundation National Financial Capability Study, supra footnote 23; see also, AARP Retirement

Account Statements: Paper or Electronic (May 2022) available at

https://www.aarp.org/content/dam/aarp/research/surveys_statistics/econ/2022/retirement-accountsstatements-survey-report.doi.10.26419-2Fres.00529.001.pdf (“2022 AARP Study”) (finding, in part, that

42% of adults would prefer to receive electronic statements only from employer-sponsored retirement

plans; that 37% of adults would prefer to receive electronic statements and mailed statements at least once a

year from employer-sponsored retirement plans; 20% of adults would prefer to receive only paper

statements from employer-sponsored retirement plans; and that among adults receiving paper from their

retirement accounts, only three in ten actively chose this option while 58% just accepted the default setting

regarding paper statements). The study was based on 1,228 adults age 25 or older who currently had money

in an employer-sponsored plan or who work/worked for an employer that offers a traditional pension and

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Other developments in the asset management industry similarly reflect increasing use of

electronic communications among investors. We have observed growth in social sentiment

investing tools offered by financial services firms that seek to aggregate or analyze social media

data from various sources such as X and Facebook. 34 Examples of social sentiment investing

tools include direct trading from social media websites or mobile applications, social networking

platforms, social media data analysis, and crowdsourced research and analysis that investors may

use to inform their investment decisions. 35 We believe that the increased use of these tools

suggests investor comfort with electronic communications. We also have observed growth in

financial intermediary models, such as robo-advisers, and growth in the ability to execute

security trades through mobile applications. 36 We understand that these financial intermediary

models and tools use electronic communications and delivery as their primary mode of

communication with investors.

expect to receive pension income. The adults were interviewed by phone or online from February 8-27,

2022.

See, e.g., Investor Bulletin: Social Sentiment Tools – Think Twice Before Trading Based on Social Media

(Apr. 3, 2019), available at https://www.investor.gov/introduction-investing/general-resources/newsalerts/alerts-bulletins/investor-bulletins-18; see also, e.g., Securities and Exchange Commission, Division

of Examinations, Risk Alert: Observations from Examinations of Advisers that Provide Electronic Advice

(Nov. 9, 2021), available at https://www.sec.gov/files/exams-eia-risk-alert.pdf.

Id.

It has been estimated that the robo-advisory services market size (in revenues) was $14.29 billion in 2025,

and that the robo-advisory services market is expected to reach $54.73 billion by 2030. See Robo-advisory

Services Market Size, Competitive Landscape 2030, available at https://mordorintelligence.com/industryreports/robo-advisory-services-market; see also FINRA Foundation National Financial Capability Study,

supra footnote 23 (reporting, in part, that online trading through a website is the most commonly cited

method (62%) followed by a mobile application (46%) that survey respondents reported using to execute

trades). Further, the number of internet advisers has grown from 57 in 2010 to 222 in 2024. See Investment

Adviser Statistics, Form ADV data for the reporting period ending December 2024, U.S. Securities and

Exchange Commission, Division of Investment Management, Analytics Office, Table 1.1, available at iminvestment-adviser-statistics-20250430.pdf.

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Other Developments Informing the Commission’s Approach to Delivering

Information

In addition to evidence about preferences regarding the e-delivery of required regulatory

disclosures and reports, our proposal is informed by various financial industry stakeholders and

other developments regarding e-delivery. Given the evolving preferences and trends regarding

the use of electronic media, diverse financial industry stakeholders have advocated through

multiple forums, including Commission advisory committees, Commission rulemakings, and

letters to the Commission’s Chairman, for the modernization of the Commission’s e-delivery

framework.

The Commission has advisory committees to provide diverse perspectives and

recommendations on a variety of regulatory priorities and initiatives. One of these advisory

committees, the Asset Management Advisory Committee (“AMAC,” currently inactive), was

composed of a group of outside experts on asset management, including individuals representing

the views of retail and institutional investors, small and large funds, intermediaries, and other

market participants. In 2020, AMAC recommended that the Commission permit firms to use an

investor’s “digital address,” such as an email address or smartphone telephone number, as the

primary address when delivering regulatory documents, in light of the operational challenges that

arose at the onset of the COVID-19 pandemic. The AMAC recommendation observed that the

expanding use of digital tools to communicate with investors was essential for financial services

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operations during the pandemic. 37 Other Commission advisory committees put forth similar

recommendations over the past decade. 38

Outside of the Commission’s advisory committees, financial industry stakeholders have

advocated in Commission rulemakings for the modernization of the Commission’s E-Delivery

Guidance. 39 For example, in a recent disclosure-related rulemaking, commenters urged that the

Commission reevaluate its e-delivery approach to modernize its E-Delivery Guidance. 40 One

such commenter suggested that, in its experience, the requirement to affirmatively opt-in to

receive documents by e-delivery creates an element of inertia. 41 Another commenter suggested

See Asset Management Advisory Committee, Preliminary Recommendations of Operations Panel

Regarding COVID-19 Operational Issues (Nov. 5, 2020), available at

https://www.sec.gov/spotlight/amac/operational-issues-amac-recommendations-final-110520.pdf (adopted

by full Committee at Nov. 5, 2020 meeting).

See, e.g., Investor Advisory Committee, Recommendation of the Investor Advisory Committee Regarding

Promotion of Electronic Delivery and Development of a Summary Disclosure Document for Delivery of

Investment Company Shareholder Reports (Dec. 7, 2017), available at

https://www.sec.gov/spotlight/investor-advisory-committee-2012/recommendation-promotion-ofelectronic-delivery-and-development.pdf (recommending that the Commission continue to explore methods

to encourage a transition to e-delivery that respect investor preferences and that increase, rather than

reduce, the likelihood that investors will see and read important disclosure documents).

See, e.g., VASP Adopting Release, supra footnote 13; Tailored Shareholder Reports Adopting Release,

supra footnote 13; Investment Company Names, Investment Company Act Release No. 35000 (Sept. 20,

2023) [88 FR 70436 (Oct. 11, 2023), Investment Company Names Correction, Investment Company Act

Release No. 35000A (Oct. 24, 2023) [88 FR 73755 (Oct. 27, 2023)].

See, e.g., certain comments submitted in response to the Tailored Shareholder Reports Proposing Release,

available at https://www.sec.gov/comments/s7-09-20/s70920.htm: Letter of Investment Company Institute

(Dec. 21, 2020) (“ICI 2020 Comment Letter”) (in part, expressing disappointment that the Commission did

not propose to modernize the 25-year old guidance that governs e-delivery); Letter of Dechert LLP (Jan. 4,

2021) (“Dechert 2021 Comment Letter”) (suggesting that the Commission make e-delivery of fund

documents to shareholders a default, with the option to opt in to paper, as desired); and Letter of Federated

Hermes (Jan. 4, 2021) (“Federated Hermes 2021 Comment Letter”).

See certain comments submitted in response to the Tailored Shareholder Reports Proposing Release, supra

footnote 24: Letter of T. Rowe Price (Jan. 5, 2021) (reporting that when investors were asked why they do

not receive financial communications electronically, 11% reported that signing up for e-delivery is too time

consuming and 27% reported that they had signed up for e-delivery but still receive paper copies); see also

SIFMA survey, supra footnote 23; see also Letter from the Committee of Annuity Insurers (Feb. 14, 2019)

(suggesting that the low election of e-delivery of variable contract statutory prospectuses and underlying

funds is reflective of the outdated and cumbersome electronic enrollment process) submitted in response to

Updated Disclosure Requirements and Summary Prospectus for Variable Annuity and Variable Life

Insurance Contracts, Investment Company Act Release No. 33286 (Oct. 30, 2018) [83 FR 61730 (Nov. 30,

2018] (“VASP Proposal”).

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that the Commission reevaluate the delivery of fund regulatory documents through a separate

rulemaking. 42 In addition, another commenter, while agreeing that the time was right for the

Commission to reconsider its approach to disclosure in a digital age, also suggested that edelivery be part of a broader disclosure modernization project driven by investor preferences and

an analysis of what works to improve investor engagement with disclosure. 43

Financial industry stakeholders also have advocated directly with the Commission’s

current Chairman for modernization of the Commission’s E-Delivery Guidance. These

stakeholders have suggested that the modernization of the Commission’s e-delivery framework

should be a priority, particularly because of the benefits that a more modern e-delivery

framework could bestow upon investors. 44 While observing the nearly universal use and

availability of the internet, financial industry stakeholders have suggested that the benefits of edelivery also include a faster and more secure shareholder experience; more dynamic

communications, including the use of pop-up messages from firms’ mobile phone applications;

opportunities for layered disclosure; enhanced abilities to access, read, and search material; ease

See, e.g., certain comments submitted in response to the Tailored Shareholder Reports Proposing Release,

supra footnote 24: Federated Hermes 2021 Comment Letter (stating that the mutual fund industry should

adapt to the preferences of modern shareholders who rely on electronic communication methods for many

aspects of their daily lives); Dechert 2021 Comment Letter; and ICI 2020 Comment Letter.

See CFA 2020 Letter; see also Comment Letter of Federated Hermes on S7-2026-01 (Mar. 12, 2026)

(“Federated Hermes 2026 Comment Letter”) (expressing support for making electronic delivery the default

method for investor communications across the financial services industry).

See, e.g., ICI Letters, supra footnote 17; Letter from Committee on Capital Markets Regulation to

Chairman Paul Atkins (Nov. 14, 2025) available at https://capmktsreg.org/wpcontent/uploads/2025/11/CCMR-Letter-to-SEC-Re.-E-Delivery-11.14.25.pdf (“CCMR Letter”); Letter

from Securities Industry and Financial Markets Association and its Asset Management Group to Chairman

Paul Atkins (Sept. 15, 2025), available at

https://www.sifma.org/resources/submissions/letters/modernizing-delivery-requirements-under-the-federalsecurities-laws-sifma-and-sifma-amg/ (“SIFMA Letter”); Letter from Investment Advisers Association to

Chairman Paul S. Atkins (May 1, 2025), available at https://www.investmentadviser.org/resources/iaaletter-to-sec-chairman-atkins/ (“IAA Letter”); see also Letter from The Capital Group Companies, Inc. to

Chairman Paul S. Atkins (Dec. 19, 2025) available at

https://www.linkedin.com/feed/update/urn:li:activity:7468725136398012416/ (“Capital Group Letter”).

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of storage and retrieval; enhanced investor protection security protocols; and cost savings that

would accrue to investors. These financial industry stakeholders have urged the Commission to

adopt a rule to make e-delivery the default delivery method for regulatory disclosures and reports

while preserving an option to opt out of e-delivery. 45

Certain other U.S. regulators whose authority involves consumer financial services have

transitioned to a framework that no longer looks to paper as a default delivery method. For

example, in 2020, the Department of Labor adopted and implemented rules that create a safe

harbor for employee benefit plan administrators to use electronic media as the default to furnish

documents and information to participants and beneficiaries of ERISA plans, subject to certain

conditions. 46 In addition, other self-regulatory organizations whose authority involves consumer

financial services are exploring and/or transitioning to a framework that no longer looks to paper

as a default delivery method. 47

Overview of Proposed New E-Delivery Framework

Reg E-Delivery, if adopted, would be the Commission’s primary rule addressing e-

delivery, and would generally supersede the Commission’s current guidance-based e-delivery

Id.

See Department of Labor, Default Electronic Disclosure by Employee Pension Benefit Plans Under ERISA,

85 FR 31884 (May 27, 2020) (“Default E-Delivery DOL Adopting Release”). SECURE Act 2.0 amended

ERISA section 105(a)(2) [Employee Retirement Income Security Act of 1974, 29 U.S.C. 1001 et seq.] to

add a new requirement “Provision of Paper Statements.” For plan years beginning after December 31,

2025, it requires at least one pension benefit statement furnished for a calendar year for an individual

account plan, and at least one pension benefit date furnished every three years for a defined benefit plan

unless the plan issues the statement in compliance with Department of Labor’s 2002 e-delivery safe harbor

or the plan permits participants or beneficiaries to request e-delivery of pension benefit statements. See

SECURE 2.0 Act of 2022, Division T of the Consolidated Appropriations Act, 2023, Pub. L. 117-328, 136

Stat. 4459 (2022). In addition, the Commission is aware of certain bipartisan congressional support for

permitting default e-delivery of the Commission’s required regulatory disclosures and reports. See, e.g.,

Incentivizing New Adventures and Economic Strength Through Capital Formation Act of 2025 (“INVEST

Act of 2025”), H.R. 3383, 119th Congress, 1st Sess. (2025) at § 205. This bill has not been enacted.

See FINRA Regulatory Notice 25-07 (Apr. 14, 2025); MSRB Notice 2024-15 (Dec. 11, 2024); see also

MSRB Rule G-32 (permitting dealers selling municipal debt securities in a primary offering to rely on the

MSRB’s EMMA website as an alternative to physical delivery of official statements).

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framework. If adopted, issuers and market intermediaries, among others, that comply with the

conditions of Reg E-Delivery would be assured that they have satisfied, through the use of edelivery, applicable requirements to deliver regulatory disclosures and reports under the Federal

securities laws. As described below, Reg E-Delivery would permit the use of default e-delivery

(that is, using e-delivery as the default delivery method, with the ability to opt out of default edelivery, and also to receive paper copies of covered information on request). In addition,

regardless of whether an entity chooses to use default e-delivery, Reg E-Delivery would establish

conditions under which the Commission would consider delivery requirements under the Federal

securities laws to have been satisfied by e-delivery.

The proposal includes the following principal elements:

•

Scope of proposed rule: Reg E-Delivery would address e-delivery of “covered

information” by “covered entities” to “covered recipients.” 48 Covered information, in

general, would be defined as any information required to be delivered to a covered

recipient under the Federal securities laws. 49 Covered entities would include any person

that has an obligation to deliver covered information to a covered recipient under the

Federal securities laws. Covered recipients would include any current or prospective

customer, client, investor, security holder, counterparty, or similar recipient of

information.

See infra section II.A for additional information about the principal elements of the proposal.

As used in this context, the term “require” means required to: comply with or rely on a regulation; or,

satisfy a condition for reliance on a regulatory safe harbor or a regulatory exception. For the avoidance of

doubt, Reg E-Delivery would not affect the ability of a covered entity to rely on regulatory provisions that

permit compliance with document delivery conditions through the inclusion in an electronic

communication of an active hyperlink to the document required to be delivered. See, e.g., Securities Act

rule 134(f) and Note 1 to Securities Act rule 433(b)(2)(i).

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•

E-delivery permitted to be the default delivery method for covered information: Reg EDelivery would permit (but not require) covered entities to use e-delivery as the default

method of delivery for covered information, subject to certain conditions.

•

General e-delivery requirements: Regardless of whether a covered entity chooses to

default covered recipients to e-delivery, or continues to require covered recipients to

affirmatively consent to e-delivery, a covered entity would be able to rely on the proposed

rule to satisfy its delivery obligation for covered information electronically where: (1) the

covered recipient has provided an electronic address; (2) the covered entity has provided

a prominent disclosure to the covered recipient that it will send covered information to

the electronic address provided; and (3) the covered recipient has not opted out of edelivery. Reg E-Delivery also would include general requirements for the method, timing,

and ability to opt out of e-delivery, as well as requirements for websites on which covered

information is available. These would include:

•

Permissible methods of e-delivery: Under proposed Reg E-Delivery, a covered entity

would be able to use two methods of e-delivery, depending on the type of information

being provided: direct delivery and a statement of availability. The permissible delivery

method would depend on whether the covered information includes personal financial

information (“PFI”), which the proposal would define—similar to the 1996 Guidance—

as information specific to a covered recipient’s personal financial matters. For covered

information that does not include PFI, a covered entity could electronically deliver

covered information directly to a covered recipient’s electronic address (e.g., attached to

or included in the body of an email). For covered information that includes PFI, a

covered entity would not be permitted to deliver this information directly to an electronic

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address, but instead would be required to deliver a statement of availability to the covered

recipient’s electronic address (e.g., an email with a link to the website address where the

covered recipient can access the transmitted information). The statement of availability

would be required to include, among other items, a website address that would require the

use of a process reasonably designed to safeguard the PFI, and that would lead

the covered recipient directly to the covered information immediately after

the covered recipient completes such process. A covered entity also would be permitted to

use this e-delivery method for covered information that does not include PFI.

•

Statement regarding the process to receive paper, opt out of e-delivery, and update

electronic address: Regardless of the e-delivery method, the delivery of covered

information would need to include a prominent statement explaining the process to: (1)

obtain a paper version of covered information, upon request, as well as the covered

entity’s obligation to provide a paper copy of covered information in paper format free of

charge; (2) 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 (3) update one’s electronic address, free of charge. This statement also

would, at a minimum, direct a covered recipient to a website through which one can

make these requests and updates.

•

Timing requirements for e-delivery: Regardless of the e-delivery method used —

statement of availability or direct delivery of covered information— 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.

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•

Requirements for website availability of required disclosures and reports: If a covered

entity uses the statement of availability method for e-delivery, Reg E-Delivery would

require that the covered entity ensure there is a website (which could include another

internet or electronic-based information repository, such as a mobile application) where a

covered recipient would be able to access the covered information. Proposed Reg EDelivery includes minimum requirements for: (1) the length of time the covered

information must be made available on the website; and (2) the format for presenting

covered information on the website. A covered recipient only would be able to access

covered information that includes PFI on the website through the use of a process

reasonably designed to safeguard the covered information.

•

Identifying and mitigating failed e-delivery: Covered entities would be required to adopt

and implement written policies and procedures reasonably designed to identify and

remediate failed e-delivery (which, as discussed below, would include detecting an

invalid or inoperable electronic address via bounce-backs or other means). If any failed edelivery is identified, the covered entity must promptly take reasonable remediation

steps, including obtaining a new electronic address or delivering the covered information

in paper format until the covered recipient provides a new electronic address.

•

Required notices and transition process for default e-delivery for covered recipients

currently receiving information in paper format. Reg E-Delivery would include a special

provision for covered recipients who, at the time of the rule’s effectiveness, are currently

receiving any covered information in paper format, where the covered entity wishes to

transition such covered recipients to default e-delivery under the rule. Under this

provision, a covered entity that wishes to transition current covered recipients receiving

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paper to default e-delivery would generally be required to provide a covered recipient

currently receiving any covered information in paper format (and for whom the covered

entity has an electronic address) with a paper initial notice at least 180 days before the

transition to default e-delivery, and a paper follow-up notice 30 days before the transition.

The notices would alert the covered recipient about the upcoming transition to e-delivery,

specify the electronic address where covered information would be provided, and include

a prominent statement describing the ability to: opt out of e-delivery and receive paper

copies at any time, free of charge; the ability to update or confirm one’s electronic

address; and the process by which a covered recipient could opt out of e-delivery and/or

update or confirm one’s electronic address. This transition requirement would not apply

to: (1) covered recipients who already receive e-delivery for all covered information; or

(2) covered entities that do not wish to transition their e-delivery processes to default edelivery for existing covered recipients.

•

Application of the E-SIGN Act: To the extent that any covered information delivered

under proposed Reg E-Delivery otherwise would have been subject to the consumer

consent requirements of the Electronic Signatures in Global and National Commerce Act,

Public Law 106-229 (114 Stat. 464) (2000) (the “E-SIGN Act”), we are proposing that

such covered information would be exempt from these requirements. 50

•

Amendments to current Commission rules to facilitate proposed Reg E-Delivery: To

facilitate the proposed e-delivery rule and to take a modernized approach to the use of

electronic media in Commission rules and forms, we are proposing amendments to

current Commission rules to, among other things, rescind rule 30e-3 under the Investment

See infra section II.E.

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Company Act and amend certain rules in Regulations 14A and 14C and rule 14d-5 under

the Exchange Act. 51

Current e-delivery guidance: If the proposed rule is adopted, it would be the

Commission’s primary rule addressing e-delivery, providing conditions whereby a covered entity

would be deemed to have satisfied applicable delivery requirements under the Federal securities

laws using e-delivery (with limited exception). As described in more detail below, much of the

1995 Guidance and 1996 Guidance provides a framework for analyzing whether an electronic

communication is delivered or transmitted for purposes of the Federal securities laws that is

different in some respects from the framework in proposed Reg E-Delivery. Therefore, if

adopted, Reg E-Delivery would supersede the 1995 Guidance and 1996 Guidance in their

entirety, with certain principles from these releases reaffirmed in any release adopting Reg EDelivery. 52 We anticipate that we would retain the majority of the 2000 Guidance, and only

certain sections and examples would be superseded by Reg E-Delivery.

II.

Discussion

Considerations and Goals Informing Proposed E-Delivery Approach

The proposed new e-delivery approach is designed to address the concern that issuers,

market intermediaries and ultimately, investors and other recipients of information required

under the Federal securities laws may be bearing unnecessary costs and expenses associated with

a default delivery method that no longer reflects the preference of most covered recipients. 53

17 CFR 270.30e-3; see infra section II.F.

See infra section II.G.

Multiple surveys, including one conducted by Commission staff, have suggested that investors prefer edelivery of at least some regulatory documents. The results of those surveys are discussed above. See supra

section I.B; see also ICI 2020 Comment Letter, supra footnote 40 (suggesting that the e-delivery of

disclosure documents will better satisfy investor preferences and reduce costs to fund shareholders).

Certain commenters to Commission rulemaking proposals, however, have suggested otherwise. See CFA

2020 Letter, supra footnote 24.

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Over the past decades, our E-Delivery Guidance has provided a useful lens through which to

evaluate whether the Federal securities laws’ delivery obligations have been satisfied. We

continue to believe, as stated in the E-Delivery Guidance, that the use of electronic media should

be at least an equal alternative to the use of paper-based media, and accordingly, issuer or thirdparty information that can be delivered in paper under the Federal securities laws may be

delivered in electronic form. 54 Nevertheless, some aspects of the E-Delivery Guidance have not

kept pace with the evolution in technology and the ways that investors and other recipients of

covered information have come to use technology in the decades since the Commission

published the E-Delivery Guidance. 55 Requiring recipients to receive regulatory disclosures and

reports in paper format unless they opt in to e-delivery is outdated in today’s world where it is

common to communicate electronically, and investor testing and other evidence have shown that

many investors currently receive, and prefer to receive, at least some regulatory disclosures and

reports electronically. Paper, printing, and mailing costs associated with the delivery of

regulatory disclosures and reports can be significant, and those costs routinely exceed the costs

of e-delivery. 56 While we continue to believe that preferences for delivery in paper format should

be honored, we also believe it is difficult to justify the costs and expenses associated with paper

See supra footnote 3.

See Prepared Remarks Before SEC Speaks, Paul S. Atkins, Chairman (Mar. 19, 2026), available at

https://www.sec.gov/newsroom/speeches-statements/atkins-remarks-sec-speaks-031926-prepared-remarkssec-speaks (discussing, as “an example of the gulf between regulation and reality,” that “our rules still

default to paper delivery for shareholder communications,” and stating that “[i]n an age of algorithmic

trading and artificial intelligence, I believe that requirement ought to be a relic, not a standard”).

For example, Broadridge has stated that based on its processing of positions/accounts held in street name in

the 2025 proxy season (Jan.-June 2025), the actual postage alone was $3.05 for a full set of proxy

materials. This excludes the costs of printing that can vary. Broadridge estimates that digital proxy

communications, which accounted for 90% of all positions processed by Broadridge in the 2025 proxy

season, resulted in approximately $5 billion in savings in comparison to the use of full packages for all

proxy communications in the first six months of 2025. See Broadridge Letter, supra footnote 17. See also

infra section III.

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delivery as a required default delivery method when an investor or other recipient of covered

information who has an electronic address does not affirmatively express a preference for

delivery in paper format.

In addition, the current e-delivery framework, by generally defaulting covered recipients

to receive delivery in paper format if no delivery preference is affirmatively expressed or

otherwise agreed to, may be unduly restricting the use and therefore the overall benefits that edelivery could provide to disclosure. Covered entities may have less of an incentive to develop

tools that use electronic media to foster more engaging covered information. 57 E-delivery offers

the opportunity to provide recipients of covered information with a potentially more

personalized, interactive, and efficient experience with disclosure than delivering paper. For

example, a delivery method other than static paper permits the inclusion of overlays in regulatory

disclosure and reports, such as calculators, hover-overs, or pop-up information, which have the

potential to enhance engagement. In addition, e-delivered documents are better suited than paper

documents for AI tools that could help covered recipients digest and analyze disclosures. Edelivery also has accessibility and retention benefits, in that it allows for, among other things,

font size adjustment and other accessibility tools such as translation tools, the use of search tools,

and the ability to retain disclosure in convenient electronic formats. Further, e-delivered

documents can be more rapidly delivered than paper documents delivered through U.S. mail,

which can be a particular benefit for investors and others in non-U.S. locations who may not be

See 1995 Guidance, supra footnote 3 (“The Commission believes that, given the numerous benefits of

electronic distribution of information and the fact that in many respects it may be more useful to investors

than paper, its use should not be disfavored.”).

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able to receive documents in a timely fashion or without significant expense incurred by the

sender. 58

We believe, however, that our e-delivery approach should appropriately account for those

individuals and other recipients of information who currently receive all or some required

regulatory disclosures and reports in paper format—both by notifying them meaningfully of any

upcoming transition to default e-delivery and by honoring the preferences of those covered

recipients who prefer paper to express this preference and continue receiving paper promptly at

no cost. We recognize that there are a variety of reasons why individuals and other recipients of

information required under the Federal securities laws may prefer delivery in a paper format.

Some may prefer to view certain information in paper (for example, some covered recipients

may prefer the ease with which paper documents can be shared with accounting or tax service

providers), while electing to have other documents delivered electronically. Further, some may

prefer the physical reminder and convenience that paper delivery may bring, and some may have

limited or no access to a printer. Our proposal would require covered entities to provide

meaningful notifications if they decide to transition current covered recipients who receive

required regulatory disclosures and reports in paper format to e-delivery, to provide similar

disclosures to new covered recipients prior to using e-delivery, and would permit all covered

recipients to opt out from e-delivery at any time. 59

We also recognize that e-delivery may present certain risks. Among those risks are risks

associated with missed or misdirected e-delivery of PFI, in particular; privacy and cybersecurity

Moreover, we understand that the U.S. Postal Service may temporarily suspend international mail

acceptance for certain destinations due to inadequate transportation options or service disruptions within

the country. See, e.g., U.S. Postal Service, Service Alerts: International Service Disruptions (last updated

Jan. 30, 2026), https://about.usps.com/newsroom/service-alerts/international/.

See infra sections II.B and II.C.

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risks associated with delivering PFI by e-delivery; and website communication system outages. 60

Our proposal, as discussed in more detail below, contains safeguards that are designed to address

these risks. 61

In addition, we recognize that there is a risk that covered recipients may not read and/or

respond to the covered information. 62 Although there may be numerous reasons why a covered

recipient may not read and/or be responsive to covered information delivered electronically

(including delivery into a spam or similar folder), one reason may be the volume of

electronically delivered covered information. Elements of our proposal may help to ameliorate

these risks. By delivering covered information electronically, the covered entity would have the

opportunity to make the covered information more engaging through the use of various online

tools, such as calculators or hover-overs, as well as through the flexibility of formats that could

be used for information delivered electronically. In turn, the more engaging disclosure delivered

by e-delivery may improve the potential that the covered information would be read.

We recognize that financial industry stakeholders may utilize a combination of security messages, back-end

surveillance reports, and multifactor authentication that are designed to detect and combat security risks.

See Nov. 2025 ICI Letter, supra footnote 17. Further, we recognize that electronic media may have

limitations that make them less effective at communicating information than paper and that electronic

delivery and paper delivery are not fully interchangeable. For example, there can be some burdens on users

associated with accessing materials online, including having to use a password to access various platforms

or being required to have internet availability to access these materials, which may create disincentives

and/or barriers to these materials. Also, for some, digesting complex material may be more challenging on,

for example, a smartphone or computer screen than using a paper document. We also recognize that paper

delivery also presents certain risks. See supra footnote 16 and accompanying text.

See infra sections II.B and II.C.

See, e.g., SIFMA, SIFMA Asset Management Group, Financial Services Institute, Investment Adviser

Association, E-Delivery: Modernizing the Regulatory Communications Framework to Meet Investor Needs

for the 21st Century (Sept. 2020), available at

https://higherlogicdownload.s3.amazonaws.com/INVESTMENTADVISER/aa03843e-7981-46b2-aa49c572f2ddb7e8/UploadedImages/publications/Electronic-Delivery-with-SIFMA-9-15-2020.pdf (recognizing

that there has been a correlation between the use of the internet access approach for the delivery of proxy

materials permitted by rule 14a-16 and reduced investor voting rates, but suggesting that an improved

investor experience, particularly with the flexibility afforded by electronic formats – such as online access,

email or a firm’s mobile application – would result in greater and more meaningful investor participation).

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It is important for a covered recipient to be able to access the covered information,

especially time-sensitive covered information, in an efficient manner. Therefore, our proposal

includes certain elements that are designed to reduce barriers to a covered recipient accessing

covered information electronically. 63 The proposed conditions in Reg E-Delivery, which we

designed to help ensure that materials are delivered in a user-friendly format and provide

relevant and consistent information about investors’ ability to express delivery preferences (free

of charge), reflect our understanding of common e-delivery practices but may differ from how

some covered entities currently deliver information electronically under the E-Delivery

Guidance. We address the anticipated benefits of these proposed conditions, as well as their

costs, in more detail below.

Alternatives Considered

Under the proposed e-delivery approach, allowable e-delivery methods would include

either: (1) delivery of a statement of availability of covered information to an electronic address,

or (2) direct delivery of covered information that does not include PFI to an electronic address.

As an alternative to the proposed approach, we considered proposing an “access equals

delivery” model or a modified version of that model for e-delivery. Under an access equals

delivery approach, an issuer or intermediary would post some or all of its regulatory disclosures

and reports online, rather than delivering them directly (or a notice of availability directly) to

investors and other recipients of information required under the Federal securities laws by

See infra sections II.B.3, II.B.4, and II.C.; see proposed Reg E-Delivery §§ 303.102(c)(1) and

303.102(c)(2) (proposed e-delivery methods which, in part, require a website address for covered

information that does not include PFI that leads the covered recipient directly to the covered information).

Our proposal, however, would require a process reasonably designed to safeguard covered information that

includes PFI delivered electronically (for example, use of passwords) which could present some barriers to

viewing information that are absent with paper delivery. See proposed Reg E-Delivery §

303.102(c)(1)(iii)(B).

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electronic means or in paper format. For example, an alternative could include an access equals

delivery approach for all covered information that does not include PFI and for routine updates,

and delivery of a statement of availability for covered information that includes PFI or that

includes material changes. A covered recipient would be informed at the time of purchase (or at

the start of a client/customer relationship) that covered information would be made available

electronically online. This approach would require covered recipients to access a website to

“pull” covered information for their investments, and would place the burden on covered

recipients to seek out information without providing them any contemporaneous notification that

updated disclosures are electronically available.

An access equals delivery approach is appropriate in certain contexts. 64 However, in

circumstances where the Federal securities laws currently require direct delivery of disclosure,

we continue to believe, as reflected in the proposed requirements of Reg E-Delivery, that a

contemporaneous notification that disclosures are electronically available is necessary.

Furthermore, while we appreciate that many investors and other covered recipients increasingly

prefer electronic communications over paper mailings, we have no reason to believe that most

covered recipients would prefer an approach where they would not receive contemporaneous

notification that covered information is available online.

In addition, we considered the appropriateness of a “notice and access” approach

whereby covered recipients could receive a paper notice, such as a postcard, that information is

See, e.g., rule 172 under the Securities Act, which allows issuers, brokers, and dealers to satisfy some final

prospectus delivery obligations if a final prospectus is or will be on file with the Commission within the

time required by the rules and other conditions are satisfied (rule 172 does not apply to offerings by

registered open-end investment companies). 17 CFR 230.172; see also Examples 14 and 15, 1995

Guidance, supra footnote 3 (discussing how the requirement that supplemental sales literature be preceded

or accompanied by a prospectus could be met by having the final prospectus appear in close proximity on a

website or through a hyperlink to the supplemental sales literature); Securities Offering Reform Adopting

Release, supra footnote 13.

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available online. Under this approach, a covered entity would be permitted to provide a paper

notice to covered recipients who have not provided an electronic address, which would include a

legend as well as other information designed to alert the recipient about the type and importance

of the information that is available and the website address where the information could be

found. There is a limited Commission rule that currently permits this approach for certain

registrants for certain communications. 65 However, the approach in that rule was designed for

investors who did not elect to receive disclosures through e-delivery. 66 We anticipate that most

covered recipients who provide an electronic address would be transitioned to e-delivery under

the proposed rule if adopted (unless they opt out), and a covered recipient who has declined to

provide an electronic address may be more likely to prefer to receive covered information in

paper format. Moreover, as described below, we have concerns that such an approach would

entail barriers to accessing covered information. 67

We also considered whether to include as part of this proposal additional measures

intended to update the Commission’s disclosure regime more broadly to enhance disclosure

quality, including engagement with and understanding of disclosure. In recent rulemakings, the

Commission has adopted approaches designed to encourage investor engagement and

understanding of disclosure. 68 We determined, however, that such an undertaking, while

important, would merit separate consideration, particularly in light of the scope of parties and

information that this proposal covers.

See 17 CFR 270.30e-3 (“rule 30e-3”); see infra section II.F.1 (discussing how rule 30e-3 applies only to

delivery obligations of registered closed-end funds and certain insurance company separate accounts, and

even as to those entities applies only to their obligations to deliver shareholder reports); see also 17 CFR

240.14a-16.

See infra section II.F.1.

See infra footnote 87 and accompanying paragraph.

See supra footnote 13.

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We request general comment on the proposed e-delivery approach (with more specific

questions in the sections below about particular aspects of this approach and particular

provisions of proposed Reg E-Delivery):

1. Are there risks presented by paper delivery, other than the risks identified above, that

would be ameliorated by a default e-delivery system? Conversely, are there risks

presented by electronic delivery that would be aggravated by a default e-delivery system?

2. What are the risks, costs, and benefits for covered recipients associated with the current

standards for e-delivery? Has the balance between these costs, risks, and benefits changed

with advances in technology? If so, what protections should be available to covered

recipients who do not want to receive electronic communications?

3. Is our proposed general approach to e-delivery appropriate? Should we instead have

proposed another approach to e-delivery, and why would that approach be preferable? If

another approach would be preferable, would commenters recommend this approach

universally for all covered information and for all covered entities, or only for certain

categories of covered information or covered entities, and, if so, for which categories?

4. More specifically, some financial industry stakeholders have suggested that the

Commission permit an access equals delivery approach for institutional investors. 69

Those stakeholders have stated that institutional investors may have hundreds of

accounts, and as a result, may receive multiple duplicative communications. Would an

access equals delivery approach be appropriate for certain categories of covered

recipients, such as institutional investors, but not for other covered recipients? If the

proposed rule were to include different requirements based on the type of covered

See SIFMA Letter, supra footnote 44.

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recipient, what should those requirements be and why? Further, if a different approach is

recommended for institutional investors, how should institutional investors be defined

and why? Should institutional investors be defined consistent with Financial Industry

Regulatory Authority, Inc. (“FINRA”) rules, which define an institutional account as an

account of entities such as a bank, registered investment company, or investment adviser

registered with the Commission or with a state securities commission, or some other

standard? 70

5. Further, some financial industry stakeholders have suggested that the Commission adopt

an access equals delivery approach based on the type of covered information as opposed

to (or in addition to) the type of covered recipient. 71 For example, should there be an

access equals delivery approach for certain regulatory documents, such as fund

prospectuses and shareholder reports, but not for other documents, such as documents

that contain PFI? If so, what regulatory documents should be included in an access equals

delivery approach? Would such an approach be preferable to an access equals delivery

approach based on the covered recipient?

6. Would a “notice and access” approach, as described above, be preferable to the approach

in proposed Reg E-Delivery, particularly for those covered recipients who have not

provided an electronic address? Why or why not?

7. Many of the policy choices in the proposal are framed in terms of our understanding of

investor preferences, and shifting the burdens associated with the default method of

See, e.g., FINRA Rule 4512(c); see also, e.g., Markets in Financial Instruments Directive Annex II Part I of

Directive 2014/65/EU (MiFID II), available at https://eur-lex.europa.eu/legalcontent/EN/ALL/?uri=CELEX:32014L0065#anx_II (defining “professional client,” another possible

definition to leverage for purposes the request for comment discusses).

See, e.g., Capital Group Letter, supra footnote 44.

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delivering covered information based on shifts in these preferences over time. How, if at

all, should our consideration of a shift in the default delivery method address other

primary factors, such as information comprehension or retention when covered

information is received in paper versus electronically, and should we consider factors

such as the device to which the covered information is delivered?

8. Are there special considerations that the Commission should address related to

electronically delivering regulatory materials associated with assets that are issued or

transferred using distributed ledger technology, and if so, what are these? 72 To what

extent could blockchain and similar technologies be used to deliver the covered

information to covered recipients?

9. Are there particular international access considerations regarding e-delivery that our

proposal should address, and would the proposed e-delivery rule enhance access of

covered information for investors and others in non-U.S. locations? Are there concerns

that our proposal would raise for non-U.S. resident covered recipients?

10. Should Reg E-Delivery also allow for any electronic delivery method agreed to between

a covered entity and a covered recipient? See, for example, the scenarios discussed in

Request for Comment #81 in section II.B.7 below.

11. Our proposed e-delivery rule is designed not only to provide covered recipients with

covered information in the format that they prefer, efficiently and cost-effectively, but

also to improve engagement with disclosures for covered recipients who currently receive

covered information in paper format. Are there other aspects of the Commission’s

In section II.B.1 below, we ask questions about whether the proposed definitions of “electronic address”

and “electronic delivery” appropriately account for the delivery of covered information using blockchain or

other similar technologies.

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disclosure requirements that should be considered that would improve engagement with

regulatory disclosures?

12. Greater use of electronic media to deliver covered information could have benefits that

include the enhanced ability for covered entities to provide AI tools to help covered

recipients access, understand, and use covered information. We request general

information and feedback about the use of AI tools to inform our understanding of what

opportunities and challenges could be associated with the use of these tools to enhance

covered entities’ disclosure, covered recipients’ ability to access and use this disclosure,

and related policy considerations.

E-Delivery Methods and Requirements

General Use and Scope of Proposed Rule

Proposed Reg E-Delivery sets forth the conditions and circumstances under which

covered entities would be permitted to use e-delivery to deliver covered information to covered

recipients without first obtaining their affirmative consent. In addition, Reg E-Delivery would

establish conditions under which the Commission would consider delivery requirements under

the Federal securities laws to have been satisfied through e-delivery. 73 Reg E-Delivery, however,

would permit covered entities to choose when and whether to use electronic delivery to meet

their delivery obligations. For example, a covered entity could choose to limit its use of e-

The ultimate responsibility for satisfying applicable delivery requirements under the Federal securities laws

would remain with the covered entity to which the law assigns the responsibility to deliver covered

information. Further, covered entities are reminded that the substantive requirements and liability

provisions of the Federal securities laws apply equally to electronic and paper-based media. See 1995

Guidance, supra footnote 3, at n.11; 1996 Guidance, supra footnote 3, at n.4. The proposed conditions are

designed to reflect the principles that an electronic medium would not provide an adequate means for the

delivery of required disclosure if the medium does not permit effective communication to investors or is

practically unavailable, and that the use of a particular medium should not be so burdensome that intended

recipients cannot effectively access the information provided. See 1995 Guidance, supra footnote 3, at n.24

and accompanying text.

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delivery under Reg E-Delivery to certain covered information, such as covered information that

does not contain PFI, and to certain covered recipients, such as to institutional investors.

Further, the delivery methods that we are proposing under Reg E-Delivery would not be

the exclusive delivery methods that a covered entity could use to deliver covered information

electronically to a covered recipient, unless a rule or statute provides otherwise. 74 If a covered

entity develops a method of e-delivery that differs from those contemplated in Reg E-Delivery

but provides assurance comparable to paper delivery that the required information will be

delivered, that method could be used to satisfy the covered entity’s delivery or transmission

requirements under the Federal securities laws. 75 The use of Reg E-Delivery, however, would

provide assurances that, if a covered entity satisfies its conditions when using e-delivery, the

covered entity will have satisfied applicable requirements to deliver covered information under

the Federal securities laws.

Proposed Reg E-Delivery includes two operative provisions. The first, section 303.102,

includes the electronic delivery methods and requirements that a covered entity must satisfy for a

covered entity to use e-delivery to deliver covered information under the rule. The second,

section 303.104, is a transition rule that would address the delivery of covered information to

covered recipients who are receiving any covered information in paper format at the time of the

effective date of Reg E-Delivery. This section provides additional conditions that must be

See, e.g., proposed rule 14a-16(1)(i) – (ii), discussed in section II.F.2 below.

The Commission included similar “assurance comparable to paper delivery” language in discussing the role

of the E-Delivery Guidance relative to a determination that delivery or transmission requirements are

satisfied. See 1995 Guidance, supra footnote 3, at section II.B (stating that the factors discussed in the

guidance are not the only factors relevant to determining whether the legal requirements pertaining to

delivery or transmission of documents have been satisfied, and that if an issuer or third party develops a

method of electronic delivery that differs from those discussed in the guidance, but provides assurance

comparable to paper delivery that the required information will be delivered, that method may satisfy

delivery or transmission obligations).

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satisfied before a covered entity would be permitted to transition those covered recipients from

default paper delivery to default e-delivery, recognizing that these covered recipients—unlike

covered recipients who begin receiving information by e-delivery after any adoption of Reg EDelivery—would be experiencing a change in the way they receive covered information. We

discuss section 303.102 in section II.B of the release below, and we discuss section 303.104 in

section II.D.

Definition of “Electronic Delivery” and “Electronic Address”

The proposed rule would define “electronic delivery” to mean the delivery of covered

information to a covered recipient’s electronic address. 76 The requirements for e-delivery under

the proposal would entail delivery to an electronic address that a covered recipient provides (or,

for example in the case of electronic addresses that are mobile applications, accepts to use) to

receive covered information. Under the proposal, an electronic address would mean 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. 77 Other means of communication could

mean, for example, a social media or electronic messaging platform username or other identifier,

as well as an inbox available in a covered entity’s web portal, as long as each of these is capable

of receiving and alerting the covered recipient about the delivery of covered information. 78 Our

proposed definition of the term “electronic address” is designed to be technologically neutral to

See proposed Reg E-Delivery § 303.101.

See infra section II.B.8 for a discussion about the choice of e-delivery method when the issuer or market

intermediary has multiple electronic addresses for the covered recipient.

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encompass current and future forms of electronic communications that meet the rule’s

requirements. For example, such forms of electronic communication could include blockchain

messaging to the extent that it otherwise meets the requirements of the proposed definition and

can satisfy the other requirements of the proposed rule.

The proposed definition of “electronic address” would require that the means of

electronic communication used alert the covered recipient each time that covered information is

available. Such an alert could be, for example, an email, a text, a notification from an electronic

application, or some other form of notification that the covered information has been delivered.

This proposed requirement would help ensure that covered recipients are aware that covered

information is available for them to review. The proposed requirement also recognizes that some

covered information may be time sensitive and/or important to a covered recipient in making an

upcoming investment-related decision or taking other action. 79 For example, if an investor must

promptly report any inaccuracies or discrepancies regarding a trade confirmation, being alerted

that a trade confirmation is available electronically would help facilitate the completion of this

time-sensitive task. 80

If a covered entity does not have an electronic address for a covered recipient (either

provided by or accepted for use by the covered recipient), the covered entity would not be able to

rely on the proposed rule to deliver covered information electronically to that recipient. 81

See also infra section II.B.3 for discussion about the proposed requirement that the statement of availability

identify whether the covered information may require action by the covered recipient within a fixed time

frame to exercise certain rights.

Broker-dealers often require as a term of their customer account agreements that customers review and

promptly report any discrepancies.

To default a covered recipient currently receiving paper into e-delivery under the proposed transition

process, a covered entity must have an electronic address for the covered recipient. See infra section II.D.1;

see also proposed Reg E-Delivery § 303.101 (definition of “covered recipient receiving paper”). Similarly,

outside of the transition process, a covered entity may deliver covered information to a covered recipient

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Therefore, the proposed rule does not, for example, include as a method of e-delivery an

approach where, for a covered recipient who has not provided an electronic address, the covered

entity could send a paper postcard with instructions about how to access information

electronically (such as by including a QR code or a URL where information is available

online). 82 A covered recipient who has declined even to provide an electronic address may be

relatively more likely to prefer to receive covered information in paper format and may be less

likely to act on a postcard or other paper delivery informing the covered recipient that covered

information is available online. Further, where an individual is relatively less technologically

savvy, even if such person is generally comfortable using electronic media to access information,

there could be barriers to accessing this information. These barriers could occur, for example,

because the individual may encounter obstacles in using a QR code or URL that is included in a

paper notice, or because the individual misplaces the paper notice before accessing the

information electronically.

Definition of “Covered Entity”

The e-delivery framework under proposed Reg E-Delivery would be available to any

person required to deliver covered information to a covered recipient, defined collectively in the

proposed rule as “covered entities.” 83 The proposed definition of a “covered entity” therefore

would include persons registered with the Commission under the Exchange Act, the Investment

Advisers Act of 1940 (the “Advisers Act”), and the Investment Company Act, as well as persons

with a class of securities registered under the Exchange Act, persons conducting securities

who has not opted out of e-delivery by delivering that information to an electronic address that a covered

recipient provided (or accepts to use) to receive covered information if the covered entity satisfies certain

requirements. See proposed Reg E-Delivery § 303.102(a).

See also infra section II.F.1 (proposing to rescind rule 30e-3 under the Investment Company Act).

See proposed Reg E-Delivery § 303.101.

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offerings registered or exempt from the registration requirements under the Securities Act of

1933 (the “Securities Act”), persons subject to the requirements of the Trust Indenture Act of

1939 (the “Trust Indenture Act”) and other persons required by the Federal securities laws to

deliver covered information to covered recipients. It also includes third parties that are required

to deliver covered information to covered recipients, including, for example, bidders for thirdparty tender offers and dissidents in contested proxy solicitations. 84 Examples of “covered

entities” under Reg E-Delivery, which we anticipate would be the primary entities who would

rely on the proposed rule, would include:

•

An issuer that is conducting a registered securities offering under the Securities Act or

other parties with delivery obligations in connection with a registered securities offering;

•

An issuer that is conducting a securities offering exempt from the registration

requirements under the Securities Act;

•

An issuer that has a class of securities registered under section 12 of the Exchange Act or

that is required to file reports under section 15(d) of the Exchange Act;

•

An obligor or trustee under an indenture subject to the qualification requirements of the

Trust Indenture Act;

•

An investment company that is registered under the Investment Company Act, including

an insurance company separate account that is a management investment company

offering a variable annuity or variable life insurance contract;

•

A business development company (as defined in section 2(a)(48) of the Investment

Company Act);

The proposed rule only includes third parties expressly required to deliver covered information to covered

recipients under the Federal securities law. If a covered entity chooses to use an agent or other third party to

deliver information on its behalf, the covered entity that is responsible for delivering the information under

the Federal securities laws would ultimately be responsible for compliance with Reg E-Delivery.

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•

A registered index-linked annuity or registered market value adjustment annuity contract

that offers securities under the Securities Act;

•

A broker or dealer that is registered under the Exchange Act;

•

A municipal securities dealer that is registered under the Exchange Act;

•

A government securities broker or government securities dealer that is registered under

the Exchange Act; 85

•

A security-based swap dealer, a major security-based swap participant, a security-based

swap execution facility, and a security-based swap data repository that is registered under

the Exchange Act;

•

A funding portal that is registered under rule 400 of Regulation Crowdfunding and

pursuant to section 4A(a)(1) of the Securities Act;

•

An investment adviser that is registered with the Commission under the Advisers Act;

•

A transfer agent that is registered with the Commission under the Exchange Act or

another appropriate regulatory agency as defined in section 3(a)(34)(B) of the Exchange

Act; and

•

Any person, including any third party, required to deliver covered information to a

covered recipient pursuant to Regulation 14A, Regulation 14C, Regulation 14D,

Regulation 14E, rule 13e-3 or rule 13e-4 of the Exchange Act.

Government securities brokers or dealers must comply with rules adopted by the U.S. Department of the

Treasury under Title I of the Government Securities Act (“GSA”). See 17 CFR 400.1(b). In 1997, Treasury

issued a letter stating its view that government securities brokers or dealers registered under Section 15C of

the Exchange Act (“15C firms”) may use electronic delivery for confirmations pursuant to applicable

Treasury rules provided they adhere to the guidelines established in the Commission’s 1995 Guidance and

1996 Guidance. See letter dated October 27, 1997 from Treasury to Michael A. Macchiaroli, Division of

Market Regulation, Securities and Exchange Commission, available at

https://www.treasurydirect.gov/laws-and-regulations/gsa/regulatory-cites/cite-10-27-1997-2/. This proposal

does not address any obligations of government securities brokers or dealers pursuant to rules promulgated

by Treasury under the GSA.

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The proposed definition of “covered entity” is designed to help ensure that all persons

that are required to deliver covered information under the Federal securities laws have available

to them the same e-delivery framework under the proposed rule. However, persons that have

delivery obligations to covered recipients pursuant only to the rules of self-regulatory

organizations as defined in section 3(a)(26) of the Exchange Act (“SROs”)—such as municipal

advisors registered with the Commission—are not included within the scope of Reg E-Delivery,

because these delivery obligations are imposed solely by SRO rules. 86 The proposed definition

of a covered entity is designed to remain evergreen by allowing for any future persons that may

be required to deliver covered information. Additionally, the proposed scope of covered entities

that would be permitted to rely on the proposed rule builds on the scope of persons covered by

the current E-Delivery Guidance. 87

The proposed definition of “covered entity” would include an obligor or trustee that is

required to deliver covered information to a covered recipient under the Trust Indenture Act. The

Trust Indenture Act regulates debt offerings, including transactions that are registered under the

Securities Act and certain transactions that are exempt from Securities Act registration.

Accordingly, including the Trust Indenture Act within the scope of Reg E-Delivery would help to

provide a consistent e-delivery framework for Federal securities laws that frequently operate

together.

Under section 19 of the Exchange Act, the Commission may approve an SRO’s proposed rule change only

if it finds that the proposed rule change is consistent with the requirements of the Exchange Act, including

the public interest and the protection of investors.

See supra footnote 3. The scope of entities that would be permitted to rely on the proposed rule is also

consistent with the scope of covered entities in the e-delivery bills currently being considered by Congress.

See supra footnote 46; see also infra section II.G.

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Unlike most delivery requirements under the Federal securities laws, the Trust Indenture

Act requires certain information to be provided to indenture security holders “by mail.” 88 In

addition, the Commission’s E-Delivery Guidance releases did not address delivery obligations

under the Trust Indenture Act. As a result, there is no existing guidance available to indenture

obligors or trustees that would provide assurance that they may satisfy delivery requirements

under the Trust Indenture Act using e-delivery. Nonetheless, since the Commission’s publication

of the E-Delivery Guidance, staff has received few, if any, inquiries regarding the availability of

e-delivery for delivery obligations under the Trust Indenture Act and has limited visibility into

current delivery practices relating to these obligations. Accordingly, we solicit comment below

on whether delivery obligations arising under the Trust Indenture Act should be included within

the scope of Reg E-Delivery.

Definition of “Covered Information”

The proposed rule would use the defined term “covered information” to denote the

information that is eligible to be delivered using e-delivery. 89 “Covered information” would be

defined to mean any information required to be delivered to a covered recipient under the

Securities Act, the Exchange Act, the Trust Indenture Act, the Investment Company Act, the

Advisers Act, or any other of the Federal securities laws, but excludes information required to be

delivered under 17 CFR part 227 (Regulation Crowdfunding), 17 CFR 240.15c2-11, or 17 CFR

240.15Fi-2 (Acknowledgment and verification of security-based swap transactions (“trade

See, e.g., section 313(c) of the Trust Indenture Act (requiring reports to be “transmitted by mail” to

indenture security holders).

See proposed Reg E-Delivery § 303.101.

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acknowledgment rule”)). 90 The terms “deliver” or “delivery” would be defined broadly to

encompass any term used to describe the delivery of information under the Federal securities

laws. Specifically, the term “deliver” or “delivery” would be defined to mean, as applicable,

deliver, furnish, transmit, send, give, mail, provide, forward, make available, or disseminate

information, as described under the Federal securities laws. 91 Covered information therefore

would include, for example: (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; 92 (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; 93 (for obligors and indenture trustees) bondholders’ lists and reports to

security holders; 94 (for broker-dealers) trade confirmations, disclosures pursuant to Form CRS,

Id. Covered entities may at times choose to voluntarily deliver additional information electronically to

covered recipients or their designees beyond that which is legally required under the Federal securities

laws. For such non-required information, it would not be necessary to conform the e-delivery of such

information to the standards of proposed Reg E-Delivery, although we anticipate that covered entities may

wish to adopt these e-delivery standards for consistency with how covered information is delivered.

Id.

Statutes and Commission rules that may involve a requirement for an investment company to deliver

covered information include, for example: 15 U.S.C. 80a-7(e); 15 U.S.C. 80a-27(e); 17 CFR 270.3a4(a)(2)(iii); 17 CFR 270.23c-1(a)(5).

Statutes and Commission rules that may involve a requirement for an issuer, other soliciting person, and/or

a third party to deliver covered information include, for example: 15 U.S.C. 77d(d)(3); 15 U.S.C. 77e

(b)(2); 15 U.S.C. 77lll(a); 15 U.S.C. 77nnn; 17 CFR 230.134; 17 CFR 230.144A(d)(4); 17 CFR

230.147(f)(3); 17 CFR 230.147A(f)(3); 17 CFR 230.153a; 17 CFR 230.153b; 17 CFR 230.173; 17 CFR

230.251(d)(2)(i)(B); 17 CFR 230.251(d)(2)(ii); 17 CFR 230.428; 17 CFR 230.433; 17 CFR 230.502(b); 17

CFR 230.502(d)(2); 17 CFR 230.605(a); 17 CFR 230.701(e); 17 CFR 240.13e-3(f); 17 CFR 240.13e-4; 17

CFR 240.14a-3(b); 17 CFR 240.14a-16; 17 CFR 240.14c-2; 17 CFR 240.14c-3(a); 17 CFR 240.14d-4; 17

CFR 240.14e-2; 17 CFR 240.14f-1.

Statutes that may involve a requirement for obligors and indenture trustees to deliver covered information

include, for example: 15 U.S.C. 77lll; 15 U.S.C. 77mmm; 15 U.S.C. 77nnn; 15 U.S.C. 77ooo(b).

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and Reg S-AM disclosures; 95 and (for investment advisers) Form ADV Part 2 Brochures,

marketing and testimonial disclosures, agency cross transaction disclosures, and custody rule

account statement notices. 96 This list is non-exhaustive; the proposed definition of “covered

information” includes disclosures not listed here but that may be required under, for example,

Regulation Best Interest, 97 as well as disclosures that would be required of covered entities in the

future under applicable laws and regulations. Covered information, however, would not include

information that is required to be filed with the Commission or otherwise made available

generally to the public but not delivered to particular recipients. 98 Consistent with the approach

taken with the current E-Delivery Guidance, covered information would also not include

disclosures made pursuant to any applicable state laws or SRO rules, including FINRA and the

Municipal Securities Rulemaking Board (“MSRB”). 99

Reg E-Delivery is designed to provide a framework for using e-delivery to satisfy all

delivery requirements under the Federal securities laws, except to the extent Federal securities

Statutes and Commissions rules that may involve a requirement for broker-dealers to deliver covered

information include, for example: 17 CFR 248.1-248.30; 17 CFR 248.202(c); 17 CFR 240.10b-16; 17 CFR

240.9b-1(d); 17 CFR 240.14b-1.

Statutes and Commission rules that may involve a requirement for an investment adviser to deliver covered

information include, for example: 15 U.S.C. 80b-5(a)(3); 17 CFR 275.204-3; 17 CFR 275.206(4)-6.

Regulation Best Interest: The Broker-Dealer Standard of Conduct, Securities Exchange Act Release No.

86031 (June 5, 2019) [84 FR 33318] (July 12, 2019)].

For example, covered information would not include disclosures required to be made public under

Regulation FD either through filing or furnishing a Form 8-K or by disseminating the information through

another method, or combination of methods, of disclosure that is reasonably designed to provide broad,

non-exclusionary distribution of the information to the public. Similarly, covered information would not

include a code of ethics posted to an issuer’s website in order to satisfy Item 406(c) of Regulation S-K or

Form ADV Part 1 filed by an investment adviser on the Investment Adviser Registration Depository

(IARD).

See 1995 Guidance, supra footnote 3, at n.11. Other broker-dealer disclosures may be governed by SRO

rules. For example, Reg E-Delivery may apply indirectly to the extent an SRO rule provides that members

may deliver information electronically so long as it is compliant with Commission E-Delivery Guidance.

See, e.g., FINRA Rule 2231.03 (governing the delivery of customer account statements). In addition,

certain delivery requirements relevant to securities accounts would not be covered as they are governed by

other agencies’ rules (e.g., IRS rules for Form 1099s).

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laws otherwise already explicitly permit or require e-delivery. Therefore, defining “covered

information” broadly in terms of obligations under the Federal securities laws is designed to

create a more consistent approach for all covered entities and help to clarify that this e-delivery

framework will be available for new disclosure requirements in the future.

As stated above, “covered information” excludes information required to be delivered

under Regulation Crowdfunding, rule 15c2-11, and the trade acknowledgment rule for securitybased swap transactions. 100 Each of these rules, adopted by the Commission well after the EDelivery Guidance was issued, reflects a policy choice to require or permit an e-delivery

framework tailored to these specific situations. First, with respect to Regulation Crowdfunding,

the Commission determined not to require issuers to provide physical copies of information to

investors, because of the unique, online-only nature of crowdfunding platforms and the fact that

issuers may not have email addresses for investors. 101 The Commission stated that “Congress

contemplated that crowdfunding would, by its very nature, occur over the Internet or other

similar electronic media that is accessible to the public.” 102 Second, the disclosures pursuant to

Rule 15c2-11(b)(5)(ii), amendments to which were adopted by the Commission in 2020, require

broker-dealers to make available to certain investors, upon request, specified information that is

already publicly available, and permits—but does not require—the broker-dealer to provide that

information electronically. 103 In adopting this amendment, the Commission intended to “alleviate

the concern that issuer information may be difficult for investors to locate on their own” and was

100

See 17 CFR 227.302(a), 17 CFR 240.15c2-11(b), and 17 CFR 240.15Fi-2(c).

101

See Regulation Crowdfunding, Securities Exchange Act Release No. 76324 (Oct. 30, 2015) [80 Fed. Reg.

71388] (Nov. 16, 2015) at 71406–17407.

102

Id. at 71424.

103

See Publication or Submission of Quotations Without Specified Information, Securities Exchange Act

Release No. 89891 (Sept. 16, 2020) [85 Fed. Reg. 68124] (Oct. 27, 2020) at 68135.

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designed to “make such information easier to find while providing a cost-effective means for

broker-dealers to distribute” such information. 104 Finally, with respect to the trade

acknowledgment rule, the Commission imposed an electronic delivery requirement to promote

the objectives of Exchange Act section 15F(i)(1) for timely and accurate confirmation and

documentation of security-based swaps. 105 In adopting the electronic delivery requirement, the

Commission took into account its understanding that electronic delivery was the norm for

security-based swap transactions, and timely delivery was particularly important to “reduce

operational risk by decreasing the amount of time within which a counterparty may recognize

and work to resolve any potential discrepancies in the trade documentation.” 106 The Commission

believes that the costs that would be imposed by changing these rules would far outweigh any

perceived increased investor protection benefits, particularly in light of the fact that we are not

aware of any issues in the implementation of the e-delivery framework in those rules that would

merit reconsideration of the approach to e-delivery set forth therein.

Definition of “Covered Recipient”

The proposed rule would use the defined term “covered recipient” to mean 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. 107 This term is designed to include those persons to whom covered entities have

104

See id.

105

See Trade Acknowledgment and Verification of Security-Based Swap Transactions, Securities Exchange

Act Release No. 78011 (June 8, 2016) [81 FR 39808 (June 17, 2016)], at 39817.

106

Id.

107

Proposed Reg E-Delivery § 303.101. As discussed below, Reg E-Delivery as proposed includes

requirements for covered recipients who, as of the rule’s effective date, are currently receiving any covered

information in paper, where the covered entity wishes to transition to using e-delivery as the default method

of delivery. See infra section II.D.

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delivery obligations under the Federal securities laws and rules. As there already are regulatory

requirements for registered entities that provide for delivery of appropriate information to

government entities, the proposed definition of “covered recipient” does not include the

Commission, another Federal or state regulator, or SRO. 108

The “similar recipient of information” language in the proposed definition of “covered

recipient” is designed to include any legal representative of a covered recipient or any other

person whom the covered recipient has designated to receive covered information on the

recipient’s behalf. Covered recipients may in certain circumstances need to designate other

persons or entities to receive covered information in addition to or instead of the covered

recipient. This may be the case, for example, for financial professionals assisting investors,

family members monitoring the finances of elderly relatives or legal representatives of a covered

recipient (e.g., trustees who represent the assets of a natural person, executors, conservators, and

persons holding a power of attorney for the covered recipient). The “similar recipient of

information” also would include any person who is no longer a current customer (or similar) but

to whom a covered entity is required to deliver certain covered information based on a prior

obligation to deliver information. For example, covered entities may be required to send

notifications regarding the unauthorized access or use of a former customer’s information under

Regulation S-P. 109

We request comment on the general use and scope of proposed Reg E-Delivery:

13. Is the proposed definition of “electronic delivery” appropriate? The proposed definition

of the term “deliver” or “delivery” is designed to encompass all terms under the Federal

108

See supra footnote 99 and accompanying text.

109

See 17 CFR 248.30(a)(4), (d)(1)(i)(B).

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securities laws that refer to delivery. Are there other terms that should be included?

Would an alternative approach to the definition of “deliver” or “delivery” be preferred?

Should the proposed rule instead incorporate a broader definition, such as including a

provision like “an electronic method reasonably designed to ensure receipt of such

regulatory document by the investor,” similar to what is included in currently unenacted

Congressional legislation? 110

14. Is the proposed definition of “electronic address” appropriate? The proposed rule would

permit a covered entity to deliver covered information to a covered recipient’s electronic

address that is capable of receiving covered information and alerting the covered

recipient that covered information is available. Are these conditions appropriate, and

would these conditions be able to be satisfied for all types of electronic addresses that

covered entities and covered recipients may wish to use (for instance, web-based portals

and mobile applications)? Would it be readily understood that these could be included in

the definition as “any other means of electronic communication capable of receiving

electronic delivery pursuant to an electronic delivery method as set forth in section

303.102(c) and alerting a covered recipient that covered information is available”? Would

the “capable of . . . alerting” condition raise questions in the context of mobile

applications to the extent that a mobile application can be “offloaded” (generally meaning

core installation files are removed but certain user-specific information, such as log-in

information, is saved), and the mobile application no longer provides “push” notifications

that information is available? Similarly, would this condition raise questions in the

context of mobile applications to the extent that app notifications can be limited or

110

See supra footnote 46.

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disabled by the user? Are there other conditions regarding an electronic address that the

proposed rule should impose? Are there additional forms of electronic addresses that we

should include as examples of an electronic address in the rule’s definition?

15. We designed our proposed definitions of “electronic address” and “electronic delivery”

to be technologically neutral. As such, our proposed definitions of “electronic address”

and “electronic delivery” would include the use of blockchain or similar technology to

deliver covered information, to the extent blockchain messaging otherwise meets the

requirements of the proposed definitions and can satisfy the other requirements of the

proposed rule. Do the proposed definitions of “electronic address” and “electronic

delivery” achieve the goal of being technologically neutral, and are these definitions

appropriately evergreen to account for future technological advancements?

16. Are there broader concerns associated with the use of particular types of electronic

addresses for e-delivery, such as concerns regarding the sufficiency or reliability of notice

provided to covered recipients? If so, please describe the nature of these concerns,

including any specific address types (e.g., email, mobile phone number, web portal, or

app-based notifications) that may present challenges in ensuring timely and effective

notice. Are there additional safeguards or requirements the Commission should consider

to address these concerns?

17. The Commission acknowledges that there is a risk that covered information could be

delivered to a spam or similar folder associated with an electronic address or that the

covered information could be mistaken for a phishing attempt. Are there guardrails that

the Commission should impose on covered entities to address the risk of misdirected or

mistaken e-delivery?

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18. In addition, the Commission acknowledges that there is risk, as there is with paper

delivery, that the covered information may not be opened. This could occur for multiple

reasons, including because the covered recipient may have a paper delivery preference,

but did not express that delivery preference, or because of the volume of electronic

communications that the covered recipient receives. Even though there are no required

regulatory guardrails to address this risk in the context of paper delivery, are there any

requirements we should include in Reg E-Delivery? For example, would requiring read

receipts on emails help address these concerns in the context of e-delivery, and if so,

why? Relatedly, could these concerns be addressed by tools, such as AI tools, that could

alert the covered recipient that there is covered information available to review?

19. When a covered recipient provides an electronic address, the covered recipient may

expect to view covered information through that address or through the website of the

covered entity. For example, a covered recipient may provide an electronic address that is

an email, but the covered entity may require the covered recipient to download a mobile

application or log into a website portal to view the covered information, such as covered

information that contains PFI. Should Reg E-Delivery include limits on the use of an

electronic address such as a mobile application or a website portal to view covered

information if the steps to access the covered information are overly burdensome (and if

so, how should this be defined)? 111

20. Rather than requiring a covered entity to have an electronic address for a covered

recipient, as proposed, we considered proposing an approach whereby, if a covered entity

111

We discuss a related point below relating to “reasonable access” to covered information available on a

website. See infra footnote 135 and accompanying text.

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does not have a covered recipient’s electronic address, the covered entity could instead

send a paper notification alerting such covered recipient that covered information is

available online. Do commenters agree with our rationale, discussed above, for not

proposing this approach? Is it appropriate that, as proposed, we require that a covered

entity deliver covered information to a covered recipient’s electronic address for a

covered entity to rely on Reg E-Delivery to deliver covered information electronically to

the covered recipient? Would the use of a paper notification alerting the covered recipient

that covered information is available be a viable alternative to requiring that the covered

entity have an electronic address for the covered recipient? If so, should this alternative

be limited to publicly available covered information (e.g., prospectuses, investment

adviser brochures, Regulation Best Interest disclosures, Form CRS) or to covered

information not containing PFI? Should such an approach be prohibited where the

covered information is time-sensitive and requires the covered recipient to act within a

set time frame? How would commenters respond to the Commission’s concerns about

recipients encountering barriers to accessing information electronically, as described

above?

21. To what extent do covered entities anticipate relying on proposed Reg E-Delivery if

adopted? Are some categories of covered entities more likely to rely on it than others?

And are there certain types of covered information currently delivered in paper that

would be particularly more likely to be delivered electronically under proposed Reg EDelivery? If so, which?

22. Should the definition of “covered entity” include an obligor or trustee under an indenture

subject to the qualification requirements of the Trust Indenture Act? If not, why? Are

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there any entities with delivery obligations under the Trust Indenture Act that should be

excluded from the definition of “covered entity”? Are there are any specific delivery

obligations or types of information required to be provided pursuant to the Trust

Indenture Act that should be excluded from the definition of “covered information”? If

so, why? How do obligors and trustees currently deliver information required to be

provided pursuant to the Trust Indenture Act? How do they provide such information “by

mail”? Would it be more efficient for obligors and trustees to deliver such information

electronically, or are the current method(s) of delivery sufficient? If available, please

provide data to support your views on any of the foregoing.

23. Should government securities brokers or dealers registered with the Commission under

Section 15C of the Exchange Act be excluded from the definition of “covered entity”?

24. Are there entities that have delivery obligations under the Federal securities laws (other

than those expressly excluded from the proposed rule) that the proposed definition of

“covered entity” would not capture? If so, what are they and should they be eligible to

use the Reg E-Delivery framework?

25. Should the definition of “covered information” include information delivered pursuant to

SRO delivery requirements, including, at a minimum, information that requires delivery

to consumers in writing and that may need an exemption from the E-SIGN Act to allow

for default e-delivery?

26. Is the proposed definition of “covered information” appropriate? If not, why? What

would be an appropriate definition of “covered information”? Is there another term that

would be more appropriate to use to designate information that is eligible to be delivered

using e-delivery under the proposed rule than “covered information”? Should the

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Commission define specific types of information that would be “covered information”

under Reg E-Delivery? Are there any types of information that should be excluded from

the definition of “covered information” under Reg E-Delivery? Under the proposal,

“covered information” only captures information “required to be delivered,” and

therefore disclosures that are provided in connection with covered entities’ anti-fraud or

fiduciary obligations are not included as “covered information,” because specific

disclosures are not required to be delivered in connection with anti-fraud or fiduciary

obligations. Should these disclosures, however, be included in the definition of “covered

information”?

27. Are there types of information included in the proposed definition of “covered

information” that could be problematic or even unsuitable for e-delivery generally, or

unsuitable for e-delivery under the proposed framework? If so, what are they and why

would they be problematic or unsuitable? Are the proposed exclusions from “covered

information” (i.e., information required under Regulation Crowdfunding, the trade

acknowledgement rule, and rule 15c2-11) appropriate? Should the Commission revise

those separate rules accordingly so that delivery of the information pursuant to each of

those rules would be covered under Reg E-Delivery?

28. Instead of, or in addition to, the principles-based definition of covered information,

should we provide in the rule a non-exhaustive list of the disclosures for which covered

entities may rely on Reg E-Delivery? Are there certain covered entities for which greater

specificity of what constitutes covered information would be helpful? What are those

entities and why would additional specificity be helpful or needed?

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29. Would the proposed definition of “covered information” risk disruption to any types of

offerings where offering participants may currently satisfy delivery obligations (including

those imposed as a condition to reliance on any Commission rule or safe harbor from

registration) using e-delivery? For example, the Commission has little visibility into how

issuers and others comply with delivery conditions of the Regulation S and rule 144A

safe harbors. To the extent offering participants in these markets currently rely on edelivery, would including these delivery conditions within the scope of the proposed rule

potentially disrupt those markets or create unnecessary burdens? What would be the

nature, extent, costs and benefits of any such disruptions or burdens?

30. Is the proposed definition of “covered recipient” appropriate? Why or why not? The term

“similar recipient to whom a covered entity is required to deliver covered information” is

designed to include, for example, any person who is no longer a current customer (or

similar) but to whom a covered entity is required to deliver certain covered information

based on a prior obligation to deliver information, such as under Regulation S-P. Should

the definition instead more specifically address persons with whom a covered entity

formerly had a customer, client, or similar relationship?

31. Should legal representatives of covered recipients or others whom the covered recipient

has designated to receive covered information be specifically included in the definition of

“covered recipient”? Please explain.

32. Are there any other types of relationships or groups of individuals that should be included

in the proposed definition of “covered recipient”? If so, why? Are any of the types of

persons included in the proposed definition of “covered recipient” not appropriate? If so,

why?

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Disclosure of E-Delivery

Under the proposed rule, a covered entity may deliver covered information to a covered

recipient who has not opted out of e-delivery by delivering that information to an electronic

address that a covered recipient provided (or accepted to use) to receive covered information if

the covered entity satisfies certain requirements. 112 The covered entity generally must provide

certain disclosures to such covered recipients before using e-delivery. 113

To rely on proposed Reg E-Delivery, a covered entity that intends to e-deliver covered

information by default would need to provide a clear and conspicuous disclosure to the covered

recipient that describes the types of covered information that will be delivered electronically to

the electronic address the covered recipient provides (or accepts to use) to receive covered

information, unless the covered recipient opts out of e-delivery. 114 If applicable, this disclosure

must state whether a covered recipient’s request for paper or to opt out of e-delivery could result

in restrictions on or termination of the covered recipient’s relationship with the covered entity.

Alternatively, for a covered entity that intends only to use e-delivery where a covered recipient

affirmatively elects to receive covered information electronically, 115 the required disclosure

112

See proposed Reg E-Delivery § 303.102(a).

113

See proposed Reg E-Delivery § 303.102(b); see also infra section II.D (describing a special provision

requiring certain notices to be provided to covered recipients receiving any covered information in paper

form as of the effective date of Reg E-Delivery).

114

See proposed Reg E-Delivery § 303.102(b)(1)(i); see also infra section II.B.3 (discussing the rule’s

applicability in circumstances where a covered recipient’s request for paper or to opt out of e-delivery

could result in potential restrictions on or termination of the covered recipient’s relationship with the

covered entity).

115

Reg E-Delivery would not preclude a covered entity from continuing to obtain affirmative consent from

covered recipients, instead of using e-delivery as the default method of delivery, if the covered entity

prefers this approach. See proposed Reg E-Delivery § 303.102(b)(1)(ii). Section II.H infra addresses

scenarios relating to the transition from the E-Delivery Guidance to Reg E-Delivery, including for covered

entities that have obtained affirmative consent to e-delivery from certain covered recipients in the past in

reliance on past guidance and may wish to continue obtaining affirmative consent going forward. Such

affirmative consent could be obtained, for example, by electronic means, and also could be obtained

telephonically as long as a record of that consent (containing as much detail as any written or electronic

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would need to state that the covered recipient may opt to have covered information delivered

electronically to the electronic address the covered recipient provides or accepts to use to receive

covered information. 116 For new covered recipients, covered entities, whether they are pursuing

default e-delivery or an opt-in approach, could incorporate these required disclosures into their

onboarding or account opening processes.

The proposed disclosure requirement is designed to help ensure that covered recipients

who provide an electronic address to receive covered information are aware of how the covered

entity intends to use the electronic address in communicating with the covered recipient and to

inform the covered recipient of the specific items of covered information that will be

electronically delivered using the covered recipient’s electronic address. For the covered

recipients of covered entities that do not intend to pursue the default e-delivery model under Reg

E-Delivery, the disclosure would inform such covered recipients that they need to affirmatively

elect to receive covered information electronically if that is their preference. 117

Under the proposed rule, covered information may be delivered to an electronic address

that a covered recipient provides to receive covered information, such as an email address or

mobile phone number that the covered recipient provides to the covered entity, or to an electronic

address that the covered recipient “accepts to use” to receive covered information, such as an

inbox in a mobile application or in a covered entity’s web portal that a covered recipient agrees

consent including whether the consent obtained is global and what electronic media will be used) is

retained. As discussed below in section II.E, we are proposing in Reg E-Delivery an exemption from the

consumer consent requirements of the E-SIGN Act (which includes the means by which such consent must

be provided under the E-SIGN Act).

116

See proposed Reg E-Delivery § 303.102(b)(1)(ii).

117

As discussed below, we are proposing that covered information delivered under proposed Reg E-Delivery

would be exempt from the consumer consent requirements of the E-SIGN Act (to the extent it otherwise

would have been subject to such requirements), including the related consumer disclosure requirements.

See infra section II.E.

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to use. For example, a covered recipient that provides an email address to a covered entity in the

process of onboarding with that entity would be assumed to be comfortable with receiving

communications from the covered entity about a variety of matters and thus would be deemed to

have “provided” that email address “to receive covered information” within the meaning of the

proposed rule. Similarly, when a covered recipient, for example, uses a mobile application or an

online account to access covered information, a covered recipient has “accepted to use” that

mobile application or online account as an electronic address to receive covered information

under the proposal by taking steps that indicate a willingness to receive covered information at

that electronic address. 118 However, a covered recipient has not provided or accepted to use an

electronic address to receive covered information if the covered recipient provided the address

only for a purpose other than to receive covered information, for example, in a request for

technical support. It also would not be appropriate for a covered entity to use an electronic

address that a covered recipient has provided solely in circumstances that indicate that the

recipient may not wish to receive covered information electronically (such as requesting paper

copies of proxy materials in the context of rule 14a-16 under the Exchange Act). In addition to

the other content the previous paragraph describes, the disclosure also must describe the methods

118

By contrast, a covered entity may receive an electronic address for a covered recipient from an affiliated

entity or from a third party. In such a case, receipt by the covered entity of the covered recipient’s electronic

address from a person other than a covered recipient generally would not meet the requirement that the

electronic address be provided by a covered recipient to receive covered information, and the proposed rule

would not permit this covered entity to commence e-delivery to this covered recipient by providing a

disclosure of e-delivery to this electronic address. But see infra requests for comment in this section II.B.2

(requesting comment on whether covered entities should be permitted to use an electronic address provided

by affiliates or other third parties under some circumstances).

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of electronic delivery that may be used (i.e., a statement of availability or direct delivery of

covered information, as described in more detail below). 119

A covered entity would not be required to provide the disclosure of e-delivery to a

covered recipient who received e-delivery of all covered information by or on behalf of the

covered entity as of the effective date of the rule, because those covered recipients already are

receiving regulatory communications at the electronic address they have provided. 120 Similarly, a

covered entity would not be required to provide this disclosure to a covered recipient who

received an initial notice, as described below, because such a recipient would be subject to a

special provision that requires covered entities to provide separate specific disclosures to them

about the upcoming transition to default e-delivery. 121

We request comment on the proposed requirement to provide disclosure of e-delivery:

33. Is the requirement that covered entities provide a clear and conspicuous disclosure before

using e-delivery to deliver covered information to a covered recipient necessary? Why or

why not? Do commenters agree that this disclosure would help ensure that covered

recipients who provide an electronic address are aware of how the covered entity intends

to use the electronic address in communicating with the covered recipient?

34. Is allowing covered entities to e-deliver covered information to an electronic address that

the covered recipient provides (or accepts to use) to receive covered information

appropriate? Why or why not? Is there another way we could specify the type of

electronic address that can be used for electronic delivery to address the goal that covered

119

See proposed Reg E-Delivery § 303.102(b)(2).

120

See proposed Reg E-Delivery § 303.102(b)(3).

121

Id.; see also infra section II.D.

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entities would not use electronic addresses that covered recipients would not expect to be

used for such a purpose?

35. Should Reg E-Delivery, as proposed, require that the electronic address to which a

covered entity may e-deliver covered information be one that the covered recipient

“provides” or “accepts to use” to receive covered information? Would it be difficult for a

covered entity to determine whether a covered recipient has provided or accepted to use

an electronic address to receive covered information, particularly when the electronic

address is an online account or mobile app that a covered recipient may use for multiple

purposes aside from viewing covered information, such as placing orders or monitoring

investment values? How would covered entities implement this requirement?

36. Are there circumstances under which Reg E-Delivery should permit a covered entity to

use an electronic address for a covered recipient that the covered entity receives from an

affiliate or from a third party, rather than directly from the covered recipient? If so, what

are those circumstances and how would permitting such use be consistent with the goal of

ensuring that covered recipients who provide an electronic address are aware of how the

electronic address will be used and what types of covered information will be

electronically delivered to that electronic address? For example, are there circumstances

under which an underwriter of a securities offering should be permitted to use an

electronic address provided to the issuer in the offering, or vice versa? Or, if a covered

recipient is onboarded though one covered entity but will receive products or services

from another, affiliated covered entity that is part of the same enterprise, should the latter

covered entity be permitted to use the electronic address that the covered recipient

provided to the former covered entity? Or if a covered recipient is onboarded through one

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covered entity that contracts with another, unaffiliated covered entity to provide services

for the covered recipient (e.g., an introducing broker-dealer contracting with a clearing

broker-dealer, or a separately managed account program sponsor contracting with an

investment adviser managing accounts in the program), should the latter covered entity

be permitted to use the electronic address that the covered recipient provided to the

former covered entity?

37. Should the requirement to disclose e-delivery, as proposed, exclude covered recipients

who received e-delivery of all covered information as of the effective date of Reg EDelivery, as well as covered recipients who received an initial notice under Reg EDelivery as described below in section II.D? Why or why not?

38. Should covered entities be required to describe the methods through which covered

information may be delivered in the disclosure of e-delivery, as proposed, or would an

alternative approach be more appropriate? 122 For example, should covered entities be

required to specify how each individual item of covered information will be delivered? If

so, would this have the effect of “locking in” covered entities to a particular e-delivery

method or preventing them from changing to the other method (if permissible under the

proposed rule)? 123 If the disclosure of e-delivery requires the delivery method for each

item of covered information to be specified, should covered entities be required to notify

covered recipients before changing the method? If so, how? Or should the disclosure of

e-delivery itself indicate the specified method is subject to change?

122

See also infra section II.D.2 (posing a similar question in the context of the transition period for default edelivery).

123

See infra section II.B.5 (describing the proposed requirements for the delivery of covered information that

contains PFI).

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39. We understand that covered entities generally maintain records of covered recipients’

consent to receive covered information via e-delivery both to operationalize and

implement e-delivery to these recipients and to document compliance with delivery

requirements under the Federal securities laws, the entity’s policies and procedures, and

any applicable recordkeeping requirements under the Federal securities laws. 124 We

anticipate that similar practices would continue following any adoption of proposed Reg

E-Delivery and are therefore not proposing an express recordkeeping provision regarding

the disclosure of e-delivery. Should we instead include a direct, dedicated recordkeeping

provision in Reg E-Delivery that would require covered entities to maintain records

regarding the provision of the disclosure of e-delivery? Or should such a provision be

included in the books and records rules of the respective categories of covered entities (as

applicable)?

Delivery of Statement of Availability of Covered Information to an

Electronic Address

Under the proposed rule, a covered entity could choose to deliver covered information by

delivering a statement of availability of covered information to a covered recipient’s electronic

address, which would alert the covered recipient that the covered information is available at a

website address that the statement of availability provides. The proposed rule would require this

method for covered information that includes PFI, as described in more detail below, and would

permit this method for all other covered information. 125 The statement of availability of covered

information would be subject to certain timing, format, content, and manner of delivery

124

See 1995 Guidance, supra footnote 3, at n.22 (“Issuers and other persons required to satisfy delivery

requirements should consider establishing record-keeping or other procedures to evidence satisfaction of

applicable requirements through electronic means. Presumably, such procedures would be analogous to

comparable procedures followed when a paper document is delivered.”).

125

See discussion of the delivery of covered information that includes PFI at infra section II.B.5.

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requirements, as described below. 126 We understand that many covered entities already employ

comparable methods to alert covered recipients of the online availability of investor materials,

statements, account changes, or payments. 127

First, the statement of availability would be required to include a prominent statement

identifying the covered entity and the type of covered information that is available. 128 Identifying

the covered information being delivered via the statement of availability and the covered entity

delivering the information would help ensure that covered recipients understand the information

available to them. Second, the statement of availability must include 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. 129 Brief descriptions of the covered information would inform covered recipients of the

information available and could increase the likelihood that they click through and review the

information. 130 For some types of covered information, it would be appropriate for the brief

126

The proposed content requirements for statements of availability do not address the content requirements of

the covered information that is delivered via a statement of availability. Electronically delivered documents

must be prepared, updated, and delivered consistent with the provisions of the Federal securities laws in the

same manner as paper documents.

127

See ICI Survey, supra footnote 25, at 6 and 15 (stating that asset managers often deliver a notice or

electronic communication to investors, alerting them to the availability of materials such as annual reports

or prospectuses on the fund’s website); see also SIFMA Letter, supra footnote 44 (stating that firms already

use mobile phone applications, text, and email alerts to provide important notifications to customers).

128

See proposed Reg E-Delivery § 303.102(c)(1)(i).

129

130

See proposed Reg E-Delivery § 303.102(c)(1)(ii). For example, shareholders voting by proxy must do so by

the deadline specified in proxy materials, and shareholders tendering shares into an offer must do so by the

deadline specified in tender offer materials.

See Form CRS Relationship Summary; Amendments to Form ADV, Investment Advisers Act Release No.

5247 (June 5, 2019) [84 FR 33492 at 33507 and 33527-28] (July 12, 2019)] (“CRS Release”) (discussing

the use of text features to make information more engaging, accessible, and effective while providing

hyperlinks or other means to facilitate access to additional information); see also Form CRS, pp. 3-5

(describing the use of references and hyperlinks or other means of facilitating access to additional

information); Broadridge Letter, supra footnote 17 (stating that in Broadridge’s operational data on e-

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description to simply explain the content of the covered information in a few words (e.g., that a

trade confirmation provides information about recent securities transactions in the customer’s

account). In other cases, it would be appropriate for the brief description to include additional

detail, for instance to clarify for the covered recipient the time frame within

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