Electronic Delivery of Information Under the Federal Securities Laws

Federal RegisterJul 21, 2026

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240, 270, and 303

[Release No. 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/s7-2026-25/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

• 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; 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

Name

17 CFR citation

Securities Exchange Act of 1934

Rule 14a-1

§ 240.14a-1.

Rule 14a-2

§ 240.14a-2.

Rule 14a-3

§ 240.14a-3.

Ruel 14a-5

§ 240.14a-5.

Rule 14a-7

§ 240.14a-7.

Rule 14a-13

§ 240.14a-13.

Rule 14a-16

§ 240.14a-16.

Rule 14a-101

§ 240.14a-101.

Rule 14b-1

§ 240.14b-1.

Rule 14b-2

§ 240.14b-2.

Rule 14c-1

§ 240.14c-1.

Rule 14c-2

§ 240.14c-2.

Rule 14c-3

§ 240.14c-3.

Rule 14c-4

§ 240.14c-4.

Rule 14c-7

§ 240.14c-7.

Rule 14c-101

§ 240.14c-101.

Rule 14d-5

§ 240.14d-5.

Rule 17a-3

§ 240.17a-3.

Investment Company Act of 1940

Rule 30e-3

§ 270.30e-3.

Regulation E-Delivery (17 CFR 303.100 through 303.104)

Regulation E-Delivery

§§ 303.100 through 303.104.

Table of Contents

I. Introduction and Background

A. Current Commission Approach Regarding the Use of Electronic Media

B. Information About E-Delivery Preferences

C. Other Developments Informing the Commission's Approach to Delivering Information

D. Overview of Proposed New E-Delivery Framework

II. Discussion

A. Considerations and Goals Informing Proposed E-Delivery Approach

B. E-Delivery Methods and Requirements

1. General Use and Scope of Proposed Rule

2. 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

5. Delivery of Covered Information that Includes PFI

6. 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

8. Updates to Electronic Address and Choice of Type of Electronic Address

9. Identifying and Remediating E-Delivery Failures

C. Requirements for website Availability of Covered Information

D. Special Provision for Covered Recipients Receiving Paper: Required Notices and Transition Process for Default Electronic Delivery

1. Scope of Application and Transition Process for Default E-Delivery

2. Required Notices During the Transition Process

E. E-SIGN Act

F. Amendments to Current Commission Rules to Facilitate Proposed E-Delivery Approach

1. Rescission of Rule Addressing internet Availability of Fund Shareholder Reports

2. Amendments to Requirements for the Dissemination of Proxy Materials and Tender Offer Materials

G. Existing Commission Guidance

H. Compliance Period

III. Economic Analysis

A. Introduction

B. Baseline and Affected Parties

1. Guidance and Existing Regulations Governing Use of Electronic Media

2. Affected Parties

3. External Studies

C. Benefits and Costs

1. Benefits

2. Costs

3. Monetized Benefits and Costs

D. Effects on Efficiency, Competition and Capital Formation

E. Reasonable Alternatives

1. Charging for Paper Delivery

2. Additional Paper Notices Following Transition to Default E-Delivery

3. Access Equals Delivery Approach to E-Delivery

4. Alternative Notice and Access Approach To E-Delivery (Permitting Paper Notice)

5. Alternatives to Proposed Definition of PFI and Requirements Regarding E-Delivery of Covered Information Containing PFI

6. Alternatives to Proposed Transition Process

7. Alternatives for Smaller Covered Entities

F. Request for Comment

IV. Paperwork Reduction Act Analysis

A. Reg E-Delivery: Disclosure of Electronic Delivery

B. Reg E-Delivery: E-Delivery Methods

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

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

E. Reg E-Delivery: Requirements for website Availability of Covered Information

F. Reg E-Delivery: Initial and Follow-Up Notices

G. Reg E-Delivery: Aggregate Paperwork Reduction Act Burden

H. Rule 30e-3

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

J. Request for Comment

V. Initial Regulatory Flexibility Analysis

A. Reasons for and Objectives of the Proposed Actions

B. Legal Basis

C. Small Entities Subject to the Proposed Rule

D. Projected Reporting, Recordkeeping, and Other Compliance Requirements

E. Duplicative, Overlapping, or Conflicting Federal Rules

F. Significant Alternatives

G. General Request for Comment

VI. Congressional Review Act

VII. Other Matters

Statutory Authority

I. 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.

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.

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 E-Delivery 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 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.

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.

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.

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.

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.

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.

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.

See infra

sections I.B and I.C.

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.

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

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.

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.

See infra

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

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 e-delivery 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.

A. 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.

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 e-delivery should consider as they assess their compliance with the delivery requirements under the Federal securities laws.

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 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.

•

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” 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.

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.

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).

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.

See

1995 Guidance,

supra

footnote 3, at section II.B.

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.

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

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.

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.

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 securities laws, including paper delivery requirements.

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.

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.

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).

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)] (“E-Proxy 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)].

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/about-fidelity/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-meetings-light-covid-19-concerns

(in part, permitting issuers to furnish proxy materials through the “notice-only” e-delivery 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-international-mail-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%20FINRA%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 e-delivery 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-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-company-institute-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 e-delivery regime for fund materials, however, merits further consideration”).

B. 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 recently-conducted 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.

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.

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 from approximately 50% in 2000 to approximately 96% in 2025.

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.

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.

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-home-broadband/

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/

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.

In mid-2025, staff in the Office of 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.

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.

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/2025-11/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-for-SEC-July-2022.pdf

(“SIFMA Survey”) (finding, in part, that 81% of investors surveyed would prefer at 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”).

Other nationwide investor surveys have reported similar investor preferences for e-delivery of investor communications.

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 comfortable with e-delivery as the default delivery method for investor communications, as long as paper delivery still could be requested.

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.

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.

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

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/2025-09/25-ici-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).

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).

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 the default method of communication but also trust email over physical mail by over a three to one factor (57% to 18%).

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.

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 non-workplace 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.

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.

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.

See

SIFMA Survey,

supra

footnote 23.

See

FINRA Foundation National Financial Capability Study,

supra

footnote 23;

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

im-investment-adviser-statistics-20250430.pdf.

C. 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 operations during the pandemic.

Other Commission advisory committees put forth similar recommendations over the past decade.

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-of-electronic-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).

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.

For example, in a recent disclosure-related rulemaking, commenters urged that the Commission reevaluate its e-delivery approach to modernize its E-Delivery Guidance.

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.

Another commenter suggested that the Commission reevaluate the delivery of fund regulatory documents through a separate rulemaking.

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 e-delivery be part of a broader disclosure modernization project driven by investor preferences and an analysis of what works to improve investor engagement with disclosure.

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”).

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).

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.

While observing the nearly universal use and availability of the internet, financial industry stakeholders have suggested that the benefits of e-delivery 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 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.

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/wp-content/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-federal-securities-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/iaa-letter-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”).

Id.

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.

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.

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, Public Law 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).

D. 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

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 e-delivery, 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 e-delivery, 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.”

Covered information, in general, would be defined as any information required to be delivered to a covered recipient under the Federal securities laws.

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).

•

E-delivery permitted to be the default delivery method for covered information:

Reg E-Delivery 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 e-delivery. 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 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.

•

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 E-Delivery 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 e-delivery 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 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 e-delivery 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.

See infra

section II.E.

•

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

17 CFR 270.30e-3;

see infra

section II.F.

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 E-Delivery.

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.

See infra

section II.G.

II. Discussion

A. 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.

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 third-party information that can be delivered in paper under the Federal securities laws may be delivered in electronic form.

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.

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.

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 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.

Multiple surveys, including one conducted by Commission staff, have suggested that investors prefer e-delivery 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.

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-remarks-sec-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.

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 e-delivery 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.

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. E-delivery 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 able to receive documents in a timely fashion or without significant expense incurred by the sender.

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.”).

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/

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.

See infra

sections II.B and II.C.

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

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

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.

In addition, we recognize that there is a risk that covered recipients may not read and/or respond to the covered information.

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.

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-aa49-c572f2ddb7e8/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).

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.

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.

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).

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 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.

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.

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.

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 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.

However, the approach in that rule was designed for investors who did not elect to receive disclosures through e-delivery.

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.

See

17 CFR 270.30e-3 (“rule 30e-3”); s

ee 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.

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.

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 supra

footnote 13.

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.

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 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?

See

SIFMA Letter,

supra

footnote 44.

See, e.g.,

FINRA Rule 4512(c);

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.

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.

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).

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.

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 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).

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.”

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 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 third-party tender offers and dissidents in contested proxy solicitations.

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:

See

proposed Reg E-Delivery § 303.101.

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.

• 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);

• 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;

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.

• 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.

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.

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.

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.

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.

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.”

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.

See, e.g.,

section 313(c) of the Trust Indenture Act (requiring reports to be “transmitted by mail” to indenture security holders).

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.

“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 acknowledgment rule”)).

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.

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;

(for issuers, other soliciting persons, and/or certain third parties) issuer prospectuses, issuer annual reports to security holders, proxy statements and information statements, tender offer statements and solicitation/recommendation statements, and offering circulars;

(for

obligors and indenture trustees) bondholders' lists and reports to security holders;

(for broker-dealers) trade confirmations, disclosures pursuant to Form CRS, and Reg S-AM disclosures;

and (for investment advisers) Form ADV Part 2 Brochures, marketing and testimonial disclosures, agency cross transaction disclosures, and custody rule account statement notices.

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,

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.

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”).

See

proposed Reg E-Delivery § 303.101.

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 270.3a-4(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. 77

lll

(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. 77

lll;

15 U.S.C. 77mmm; 15 U.S.C. 77nnn; 15 U.S.C. 77ooo(b).

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).

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 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 security-based swap transactions.

100

Each of these rules, adopted by the Commission well after the E-Delivery 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 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.

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 FR 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 FR 68124] (Oct. 27, 2020) at 68135.

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.

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 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

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.

108

See supra

footnote 99 and accompanying text.

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

See

17 CFR 248.30(a)(4), (d)(1)(i)(B).

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 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

See supra

footnote 46.

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 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?

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

We discuss a related point below relating to “reasonable access” to covered information available on a website.

See infra

footnote 135 and accompanying text.

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 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 E-Delivery? 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 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 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?

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 e-delivery, 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?

2. 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

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).

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 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.

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 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).

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

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.

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 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 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

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).

119

See

proposed Reg E-Delivery § 303.102(b)(2).

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

120

See

proposed Reg E-Delivery § 303.102(b)(3).

121

Id.; see also infra

section II.D.

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 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 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 E-Delivery, as well as covered recipients who received an initial notice under Reg E-Delivery 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 e-delivery).

123

See infra

section II.B.5 (describing the proposed requirements for the delivery of covered information that contains PFI).

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)?

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.”).

3. 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 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

125

See

discussion of the delivery of covered information that includes PFI at

infra

section II.B.5.

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).

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 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 which an action must be taken or the party sending the covered information to the covered recipient (

e.g.,

situations where the covered recipient receives competing statements from the issuer and a third party, such as third-party tender offers and contested proxy solicitations). We would encourage covered entities to design their statements of availability so as to increase their salience, user-friendliness, and enhance covered recipients' understanding of the required regulatory disclosures delivered.

131

128

See

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