Electronic Delivery of Information Under the Federal Securities Laws

FederalRegulations

Ask Donna

How this section applies to your facts.

Federal Register › Vol. 91 › 91 FR 45884

This text was captured on Aug 14, 2026. It is a snapshot, not a live feed, so check the official code before relying on it.

Text

o 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. 10 Because of the guidance regarding informed consent, issuers and market intermediaries generally deliver regulatory documents and reports in paper format unless the recipient consents or “opts in” to e-delivery.

10 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. 11

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

be assured that it was satisfying its delivery obligations under the Federal securities laws. Nevertheless, the Commission recognized that an issuer or market intermediary could develop a method of e-delivery that differs from the principles and examples that also could

satisfy delivery obligations under the Federal securities laws. 11

11 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. 12 Over the past twenty-plus years, the Commission also has addressed disclosure approaches involving electronic media in discrete contexts involving standardized documents—including the development of concise, layered disclosure and overlays to that disclosure, such as calculators, hover-over or pop-up information, and interactive features to customize disclosure—without changing the general framework discussed in the E-Delivery Guidance. 13 The adoption of these disclosure approaches reflected the Commission's acknowledgement of the potential benefits of using electronic media to deliver regulatory information, as well as interest in harnessing the power of technological advances to provide better access to information. 14 Further, in releases recognizing that many Americans have demonstrated a growing preference for consuming information through electronic media as the use of the internet has grown, the Commission has sought information about the use of the internet to communicate and find information about fund investments

merican 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. 19

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

e-only” internet users, meaning they own a smartphone, but do not subscribe to a home broadband service. 21 Use of the internet has grown to the point to where, in response to an Internal Revenue Service (“IRS”) paperless processing initiative, over 90% of all individual tax returns for fiscal year 2024 were filed electronically. 22

20 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/ .

21 See 2025 Pew internet Fact Sheet, supra footnote 20.

22 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/ .

ervice, 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. 23 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. 24 In analyzing the data from a nationally representative survey panel, OIR found that the vast majority of U.S investors (nearly 80%) prefer some form of e-delivery for financial disclosure documents that do not include personal information, and also that a majority (approximately 63%) prefers some form of e-delivery even for documents that do include personal information.

23 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

y (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).

24 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

s 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. 25 For example, several recent nationwide financial industry surveys of investors, including one conducted on behalf of the Investment Company Institute (“ICI”), an asset management industry trade group, reported that e-delivery has become so pervasive that over 80% of the U.S

etter, 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).

31 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. 32 In addition, two linked nationwide surveys conducted in 2021 on behalf of the FINRA Investor Education Foundation found, in part, that investors surveyed prefer email (39%) over paper (32%) for receiving disclosures. 33

32 See SIFMA Survey, supra footnote 23.

33 See FINRA Foundation National Financial Capability Study, supra footnote 23; see also, AARP Retirement Account Statements: Paper or Electronic (May 2022) available at https://www.aarp.org/content/dam/aarp/research/surveys_statistics/econ/2022/retirement-accounts-statements-survey-report.doi.10.26419-2Fres.00529.001.pdf (“2022 AARP Study”) (finding, in part, that 42% of adults would prefer to receive electronic statements only from employer-sponsored retirement plans; that 37% of adults would prefer to receive electronic statements and mailed statements at least once a year from employer-sponsored retirement plans; 20% of adults would prefer to receive only paper statements from employer-sponsored retirement plans; and that among adults receiving paper from their retirement accounts, only three in ten actively chose this option while 58% just accepted the default setting regarding paper statements)

ermediary models, such as robo-advisers, and growth in the ability to execute security trades through mobile applications. 36 We understand that these financial intermediary models and tools use electronic communications and delivery as their primary mode of communication with investors.

34 See, e.g., Investor Bulletin: Social Sentiment Tools—Think Twice Before Trading Based on Social Media (Apr. 3, 2019), available at https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins-18 ; see also, e.g., Securities and Exchange Commission, Division of Examinations, Risk Alert: Observations from Examinations of Advisers that Provide Electronic Advice (Nov. 9, 2021), available at https://www.sec.gov/files/exams-eia-risk-alert.pdf .

35 Id.

36 It has been estimated that the robo-advisory services market size (in revenues) was $14.29 billion in 2025, and that the robo-advisory services market is expected to reach $54.73 billion by 2030. See Robo-advisory Services Market Size, Competitive Landscape 2030, available at https://mordorintelligence.com/industry-reports/robo-advisory-services-market ; see also FINRA Foundation National Financial Capability Study, supra footnote 23 (reporting, in part, that online trading through a website is the most commonly cited method (62%) followed by a mobile application (46%) that survey respondents reported using to execute trades). Further, the number of internet advisers has grown from 57 in 2010 to 222 in 2024. See Investment Adviser Statistics, Form ADV data for the reporting period ending December 2024, U.S. Securities and Exchange Commission, Division of Investment Management, Analytics Office, Table 1.1, available at im-investment-adviser-statistics-20250430.pdf.

urvey 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

“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. 37 Other Commission advisory committees put forth similar recommendations over the past decade. 38

37 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).

38 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. 39 For example, in a recent disclosure-related rulemaking, commenters urged that the Commission reevaluate its e-delivery approach to modernize its E-Delivery Guidance. 40 One such commenter suggested that, in its experience, the requirement to affirmatively opt-in to receive documents by e-delivery creates an element of inertia

akings for the modernization of the Commission's E-Delivery Guidance. 39 For example, in a recent disclosure-related rulemaking, commenters urged that the Commission reevaluate its e-delivery approach to modernize its E-Delivery Guidance. 40 One such commenter suggested that, in its experience, the requirement to affirmatively opt-in to receive documents by e-delivery creates an element of inertia. 41 Another commenter suggested that the Commission reevaluate the delivery of fund regulatory documents through a separate rulemaking. 42 In addition, another commenter, while agreeing that the time was right for the Commission to reconsider its approach to disclosure in a digital age, also suggested that 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. 43

39 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)].

40 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”)

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.

43 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. 44 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. 45

44 See, e.g., ICI Letters, supra footnote 17; Letter from Committee on Capital Markets Regulation to Chairman Paul Atkins (Nov

and cost savings that would accrue to investors. These financial industry stakeholders have urged the Commission to adopt a rule to make e-delivery the default delivery method for regulatory disclosures and reports while preserving an option to opt out of e-delivery. 45

44 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”).

45 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. 46 In addition, other self-regulatory organizations whose authority involves consumer financial services are exploring and/or transitioning to a framework that no longer looks to paper as a default delivery method

e benefit plan administrators to use electronic media as the default to furnish documents and information to participants and beneficiaries of ERISA plans, subject to certain conditions. 46 In addition, other self-regulatory organizations whose authority involves consumer financial services are exploring and/or transitioning to a framework that no longer looks to paper as a default delivery method. 47

46 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.

47 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).

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

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.” 48 Covered information, in general, would be defined as any information required to be delivered to a covered recipient under the Federal securities laws. 49 Covered entities would include any person that has an obligation to deliver covered information to a covered recipient under the Federal securities laws

n 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)

it is common to communicate electronically, and investor testing and other evidence have shown that many investors currently receive, and prefer to receive, at least some regulatory disclosures and reports electronically. Paper, printing, and mailing costs associated with the delivery of regulatory disclosures and reports can be significant, and those costs routinely exceed the costs of e-delivery. 56 While we continue to believe that preferences for delivery in paper format should be honored, we also believe it is difficult to justify the costs and expenses associated with paper 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.

53 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.

54 See supra footnote 3.

55 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”)

ng 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.

61 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. 62 Although there may be numerous reasons why a covered recipient may not read and/or be responsive to covered information delivered electronically (including delivery into a spam or similar folder), one reason may be the volume of electronically delivered covered information. Elements of our proposal may help to ameliorate these risks. By delivering covered information electronically, the covered entity would have the opportunity to make the covered information more engaging through the use of various online tools, such as calculators or hover-overs, as well as through the flexibility of formats that could be used for information delivered electronically. In turn, the more engaging disclosure delivered by e-delivery may improve the potential that the covered information would be read.

62 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 part

s 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. 63 The proposed conditions in Reg E-Delivery, which we designed to help ensure that materials are delivered in a user-friendly format and provide relevant and consistent information about investors' ability to express delivery preferences (free of charge), reflect our understanding of common e-delivery practices but may differ from how some covered entities currently deliver information electronically under the E-Delivery Guidance. We address the anticipated benefits of these proposed conditions, as well as their costs, in more detail below.

63 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)

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

2. What are the risks, costs, and benefits for covered recipients associated with the current standards for e-delivery? Has the balance between these costs, risks, and benefits changed with advances in technology? If so, what protections should be available to covered recipients who do not want to receive electronic communications?

3. Is our proposed general approach to e-delivery appropriate? Should we instead have proposed another approach to e-delivery, and why would that approach be preferable? If another approach would be preferable, would commenters recommend this approach universally for all covered information and for all covered entities, or only for certain categories of covered information or covered entities, and, if so, for which categories?

4. More specifically, some financial industry stakeholders have suggested that the Commission permit an access equals delivery approach for institutional investors. 69 Those stakeholders have stated that institutional investors may have hundreds of accounts, and as a result, may receive multiple duplicative communications. Would an access equals delivery approach be appropriate for certain categories of covered recipients, such as institutional investors, but not for other covered recipients? If the proposed rule were to include different requirements based on the type of covered recipient, what should those requirements be and why? Further, if a different approach is recommended for institutional investors, how should institutional investors be defined and why? Should institutional investors be defined consistent with Financial Industry Regulatory Authority, Inc. (“FINRA”) rules, which define an institutional account as an account of entities such as a bank, registered investment company, or investment adviser registered with the Commission or with a state securities commission, or some other standard? 70

69 See SIFMA Letter, supra footnote 44

o the approach in proposed Reg E-Delivery, particularly for those covered recipients who have not provided an electronic address? Why or why not?

7. Many of the policy choices in the proposal are framed in terms of our understanding of investor preferences, and shifting the burdens associated with the default method of delivering covered information based on shifts in these preferences over time. How, if at all, should our consideration of a shift in the default delivery method address other primary factors, such as information comprehension or retention when covered information is received in paper versus electronically, and should we consider factors such as the device to which the covered information is delivered?

8. Are there special considerations that the Commission should address related to electronically delivering regulatory materials associated with assets that are issued or transferred using distributed ledger technology, and if so, what are these? 72 To what extent could blockchain and similar technologies be used to deliver the covered information to covered recipients?

72 In section II.B.1 below, we ask questions about whether the proposed definitions of “electronic address” and “electronic delivery” appropriately account for the delivery of covered information using blockchain or other similar technologies.

9. Are there particular international access considerations regarding e-delivery that our proposal should address, and would the proposed e-delivery rule enhance access of covered information for investors and others in non-U.S. locations? Are there concerns that our proposal would raise for non-U.S. resident covered recipients?

10. Should Reg E-Delivery also allow for any electronic delivery method agreed to between a covered entity and a covered recipient? See, for example, the scenarios discussed in Request for Comment #81 in section II.B.7 below.

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. 81 Therefore, the proposed rule does not, for example, include as a method of e-delivery an approach where, for a covered recipient who has not provided an electronic address, the covered entity could send a paper postcard with instructions about how to access information electronically (such as by including a QR code or a URL where information is available online). 82 A covered recipient who has declined even to provide an electronic address may be relatively more likely to prefer to receive covered information in paper format and may be less likely to act on a postcard or other paper delivery informing the covered recipient that covered information is available online. Further, where an individual is relatively less technologically savvy, even if such person is generally comfortable using electronic media to access information, there could be barriers to accessing this information. These barriers could occur, for example, because the individual may encounter obstacles in using a QR code or URL that is included in a paper notice, or because the individual misplaces the paper notice before accessing the information electronically.

individual misplaces the paper notice before accessing the information electronically.

81 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).

82 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.” 83 The proposed definition of a “covered entity” therefore would include persons registered with the Commission under the Exchange Act, the Investment Advisers Act of 1940 (the “Advisers Act”), and the Investment Company Act, as well as persons with a class of securities registered under the Exchange Act, persons conducting securities 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

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. 84 Examples of “covered entities” under Reg E-Delivery, which we anticipate would be the primary entities who would rely on the proposed rule, would include:

83 See proposed Reg E-Delivery § 303.101.

84 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 co

nce. 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. 86 The proposed definition of a covered entity is designed to remain evergreen by allowing for any future persons that may be required to deliver covered information

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”)). 90 The terms “deliver” or “delivery” would be defined broadly to encompass any term used to describe the delivery of information under the Federal securities laws. Specifically, the term “deliver” or “delivery” would be defined to mean, as applicable, deliver, furnish, transmit, send, give, mail, provide, forward, make available, or disseminate information, as described under the Federal securities laws. 91 Covered information therefore would include, for example: (for investment companies) fund prospectuses, fund annual and semi-annual shareholder reports, notices under Investment Company Act rule 19a-1, proxy statements and information statements; 92 (for issuers, other soliciting persons, and/or certain third parties) issuer prospectuses, issuer annual reports to security holders, proxy statements and information statements, tender offer statements and solicitation/recommendation statements, and offering circulars; 93 (for

obligors and indenture trustees) bondholders' lists and reports to security holders; 94 (for broker-dealers) trade confirmations, disclosures pursuant to Form CRS, and Reg S-AM disclosures; 95 and (for investment advisers) Form ADV Part 2 Brochures, marketing and testimonial disclosures, agency cross transaction disclosures, and custody rule account statement notices. 96 This list is non-exhaustive; the proposed definition of “covered information” includes disclosures not listed here but that may be required under, for example, Regulation Best Interest, 97 as well as disclosures that would be required of covered entities in the future under applicable laws and regulations

CFR 240.9b-1(d); 17 CFR 240.14b-1.

96 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.

97 Regulation Best Interest: The Broker-Dealer Standard of Conduct, Securities Exchange Act Release No. 86031 (June 5, 2019) [84 FR 33318] (July 12, 2019)].

98 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).

99 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).

ivery 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

tronic 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

07 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

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:

ormer customer's information under Regulation S-P. 109

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

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 . .

ormation, 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

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.

n 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”?

on” 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?

cally 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

f 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?

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.”).

n 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 proposed Reg E-Delivery § 303.102(c)(1)(i).

129 See proposed Reg E-Delivery § 303.102(c)(1)(ii). For example, shareholders voting by proxy must do so by the deadline specified in proxy materials, and shareholders tendering shares into an offer must do so by the deadline specified in tender offer materials.

130 See Form CRS Relationship Summary; Amendments to Form ADV, Investment Advisers Act Release No

Reg E-Delivery § 303.102(c)(1)(i).

130 See Form CRS Relationship Summary; Amendments to Form ADV, Investment Advisers Act Release No. 5247 (June 5, 2019) [84 FR 33492 at 33507 and 33527-28] (July 12, 2019)] (“CRS Release”) (discussing the use of text features to make information more engaging, accessible, and effective while providing hyperlinks or other means to facilitate access to additional information); see also Form CRS, pp. 3-5 (describing the use of references and hyperlinks or other means of facilitating access to additional information); Broadridge Letter, supra footnote 17 (stating that in Broadridge's operational data on e-delivery open- and click-through rates show that descriptive and engaging user-friendly notifications increased engagement).

131 See Broadridge Letter, supra footnote 17 (stating that Broadridge's operational data on e-delivery open and click-through rates show that for 17.9 million statements e-delivered in March 2025, click-through rates were four times greater (at 17%) for email deliveries that provided direct notification each time a new disclosure document was available, along with user-friendly summary information, than for e-deliveries of the plain vanilla variety (at 4%)).

Third, the statement of availability would be required to include a link to the website address where the covered information is available

p ensure that covered recipients are aware of these options and are able to easily act upon them if they choose to do so. We understand that there are certain firms with e-delivery business models that currently reserve the right, when a person establishes a customer or client relationship with such firm or otherwise through contract, to restrict or close the account of a person who requests paper. 144 In such circumstances, under the proposed rule, if the covered entity could restrict or terminate a customer account or relationship after a covered recipient requested paper or opted out of e-delivery, it must describe this approach in response to the rule's requirement to explain the process for requesting paper and opting out of e-delivery and disclose any relevant restrictions associated with a covered recipient's request for paper or to opt out of e-delivery. This requirement is designed to inform covered recipients of the potential consequences that may result from requesting a paper copy of covered information or opting out of e-delivery under these circumstances. 144 See requests for comment in infra section II.B.7; see also 1995 Guidance, supra footnote 3, at text accompanying n.16 (stating that the Commission recognized that various offerings might now be made exclusively through electronic means).

We request comment on the proposed requirements associated with the proposed statement of availability of covered information as a method of e-delivery under the rule:

40. Is it appropriate that the proposed rule permits delivery of a statement of availability of covered information to a covered recipient's electronic address as an e-delivery method? Are there other methods of e-delivery we should consider?

41. Do covered recipients have certain preferences in how statements of availability are presented? Would covered recipients favor a statement of availability as opposed to direct delivery of information in certain circumstances over others?

y of covered information to a covered recipient's electronic address as an e-delivery method? Are there other methods of e-delivery we should consider?

42. Are the proposed content requirements for a statement of availability reasonable? Should we require, as proposed, the prominent statement alerting the covered recipient that covered information is available and identifying the covered information and the covered entity?

43. The proposed content requirements for statements of availability do not address the content requirements of covered information, and do not change the requirements for covered information under the provisions of the Federal securities laws. In addition to the proposed requirements of Reg E-Delivery, should we include a requirement reflecting the principle that covered information delivered through e-delivery must present information in substantially the same order as would otherwise be required when the same covered information is delivered in paper format? 145 Would this unduly constrain the format or effectiveness of electronically delivered covered information or curtail covered entities' ability to develop a more personalized, interactive, and efficient experience with regulatory disclosure through e-delivery?

145 See 1995 Guidance, supra footnote 3, at n.20; 1996 Guidance, supra footnote 3, at section II.A.

n is delivered in paper format? 145 Would this unduly constrain the format or effectiveness of electronically delivered covered information or curtail covered entities' ability to develop a more personalized, interactive, and efficient experience with regulatory disclosure through e-delivery?

145 See 1995 Guidance, supra footnote 3, at n.20; 1996 Guidance, supra footnote 3, at section II.A.

44. Should the brief description of the covered information provided by the covered entity be optional instead of mandatory as proposed? Do the proposed mandatory brief descriptions have the potential to be overly burdensome or unnecessary? If they were optional, for which types of covered information do commenters expect covered entities to provide a brief description on an optional basis, and what content would they include in the brief description? We are aware that certain email functionality exists that provides “previews” of documents to give covered recipients a portion of the information in the document being made available and the ability to click into the document on the covered entity's website. How would such functionality interact with the statement of availability and direct delivery requirements outlined in the proposed rule?

45. Should covered recipients be required to indicate how long each item of covered information would be available on the website in the statement of availability rather than only being required to state that covered information made available on a website may be superseded by subsequent versions of the covered information, as proposed?

t delivery requirements outlined in the proposed rule?

46. Is the proposed definition of “website” as an internet website or other internet or electronic-based location where information is stored or presented, such as a mobile application, to which a covered recipient has been provided reasonable access, appropriate? Would this definition remain evergreen as technologies develop? Would another term be more descriptive and broadly encompassing of the range of potentially applicable technologies that could serve to make covered information available?

47. Is the proposed requirement that the website address included in the statement of availability lead the covered recipient directly to the covered information appropriate? Are there instances in which a small number of “clicks” to navigate to the covered information would not be burdensome or confusing for covered recipients?

48. Should we require the inclusion of the website address where the covered information is available as proposed, or should we provide flexibility on this requirement? Are there potential cybersecurity or fraud concerns with providing links to websites where covered recipients provide passwords or other similar credentials to access covered information?

or confusing for covered recipients?

49. Is covered information provided electronically pursuant to the current E-Delivery Guidance generally available on websites? Is the covered information made available through the use of a password or other credentials? When is information available on a secure website that requires a password or other credentials versus on the public-facing portion of a website? To facilitate easy access to covered information that does not contain PFI, should we expressly prohibit log-ins or similar processes that precede a covered recipient's access to covered information that is delivered through a statement of availability, or is requiring the website address where the covered information is available that is included in the statement of availability to lead the covered recipient “directly” to the covered information, as proposed, sufficient? Would such an express prohibition interfere with covered entities' ability to provide links to online account inboxes or similar personalized portals in statements of availability?

50. Should we include the reasonable access provision in the website definition? Should we define “reasonable access” in the proposed rule? If so, how should we define it? Should “reasonable access” mean that a covered recipient can access an internet website or other internet or electronic-based location without undue burden or complexity, fees or charges, or surveys or other unnecessary prerequisites? In addition to requiring the payment of additional fees, the submission of additional customer or investor information, or an excessive number of “clicks” to access covered information, are there any other practices

ipient can access an internet website or other internet or electronic-based location without undue burden or complexity, fees or charges, or surveys or other unnecessary prerequisites? In addition to requiring the payment of additional fees, the submission of additional customer or investor information, or an excessive number of “clicks” to access covered information, are there any other practices that would prevent reasonable access? As an alternative to the proposal, should the rule explicitly permit covered entities to require covered recipients to download mobile applications or another similar means of facilitating access to view covered information, or should the rule prohibit this practice as an unreasonable limitation?

51. Should we require, as proposed, that statements of availability include a prominent statement describing the covered entity's obligation to provide a paper copy of covered information upon request, the covered recipient's ability to opt out of e-delivery and update the covered recipient's electronic address, and the processes for covered recipients to make these choices? Do commenters have different suggestions for the content of the prominent statement in statements of availability? In addition, should we require, as proposed, that statements of availability, if applicable, must disclose 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? Should we also, as proposed, require a similar disclosure to be included in the disclosure of e-delivery and the initial transition notice? 146

146 See supra section II.B.2; infra section II.D.2.

52. We are not proposing an express recordkeeping provision in proposed Reg E-Delivery relating to the statement of availability

nation of the covered recipient's relationship with the covered entity? Should we also, as proposed, require a similar disclosure to be included in the disclosure of e-delivery and the initial transition notice? 146

146 See supra section II.B.2; infra section II.D.2.

52. We are not proposing an express recordkeeping provision in proposed Reg E-Delivery relating to the statement of availability. Should we instead include a direct, dedicated recordkeeping provision in Reg E-Delivery that would require covered entities to maintain a record of the statement of availability? Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)?

4. Direct Delivery of Covered Information That Does Not Include Personal Financial Information to an Electronic Address

The proposed rule also provides an option for covered entities to deliver covered information directly to an electronic address. 147 Under this approach, the covered entity must include all of the covered information being delivered either in the body of the communication or as an attachment. This method would not be permitted for covered information that includes PFI, but would be permitted for all other covered information, based on the assumption that some documents are not suitable for direct delivery. This would provide covered entities flexibility in how they communicate with covered recipients and reflect that covered recipients may have different preferences about how they receive and access covered information delivered electronically. There also may be circumstances where direct delivery of covered information may facilitate ease of access to covered information, increasing the likelihood that a covered recipient would review the disclosure by minimizing the clicks necessary to access the covered information.

147 See proposed Reg E-Delivery § 303.102(c)(2)

are designed to help ensure that a covered recipient receives complete covered information through direct delivery and is able to easily

review and preserve that covered information.

148 In addition, direct deliveries of covered information would be subject to the same prominence requirements as described in proposed Reg E-Delivery § 303.102(c)(1). See proposed Reg E-Delivery § 303.102(c)(2). We discuss the application of the proposed rule to covered entities that reserve the right, when a person establishes a customer or client relationship with such firm or otherwise through contract, to restrict or close the account of a person who requests paper at supra footnote 144 and accompanying text.

149 Proposed Reg E-Delivery § 303.102(c)(2) states that “the direct delivery of the covered information must include the information described in paragraphs (c)(1)(i), (c)(1)(ii), and (c)(1)(v) [pertaining to the statement of availability].”

150 Covered recipients would be permitted to include some of the information in the body of the communication and some as an attachment to the same communication as long as all of the covered information is included in the delivery.

151 Id. Additionally, we note that other Commission rules include similar “convenient for reading and printing” requirements regarding the electronic presentation of covered information. See, e.g., 17 CFR 230.498 Summary Prospectuses for open-end management investment companies (stating that materials must be on the website in a format, or formats, that are convenient for both reading online and printing on paper), 17 CFR 240.14a-16 internet availability of proxy materials (stating that the materials “must be presented on the website in a format, or formats, convenient for both reading online and printing on paper”), 17 CFR 270.30e-3 (stating that the materials “must be presented on the website in a format, or formats, that are convenient for both reading online and printing on paper”), and Form CRS Release supra footnote 130 at text accompanying

statement of availability format? Should we require the direct delivery of information for certain types of covered information or in certain circumstances?

55. Are there unique cybersecurity or fraud risks associated with the direct delivery of covered information, as opposed to other types of information that covered entities deliver to investors, customers, clients, or other recipients?

56. Are there any difficulties in providing direct disclosure to a covered recipient's electronic address? For example, are there problems delivering large file sizes, formatting documents, or operational difficulties in providing information directly for any particular categories of covered information? If so, for which categories, and should we modify the proposed rule as a result, or are these factors that covered entities should consider in determining how and whether to deliver covered information directly?

57. Should we be less prescriptive with regard to any of the proposed requirements for direct delivery to facilitate evolving technology or types of disclosure? For example, would the proposed requirement that covered information be presented in a widely available format that is convenient for reading in electronic format, being printed on paper, and permanently retaining in an electronic format, limit the ability to include electronic tools or overlays in electronically presented covered information? Are there any particular requirements in the proposed rule we should remove or modify so as to make the rule more evergreen over time or to enable covered recipients to develop more interactive or engaging user experiences with electronically delivered covered information?

e-delivery of covered information containing PFI through the direct delivery method described above. 156 In 1996, the Commission stated that information specific to personal financial matters required intermediaries to take reasonable precautions to ensure the integrity, confidentiality, and security of that information. As discussed in the 1996 Guidance, PFI can be found in a variety of materials. For example, the information reported to customers in trade confirmations under Exchange Act rule 10b-10 relates to specific securities transactions and includes the identity and number of shares bought or sold and the net dollar price for the shares. Under Exchange Act rule 10b-16, a broker-dealer that imposes finance charges on a customer's account during a quarterly period must deliver a quarterly statement disclosing, among other things, the account's beginning and closing balances as well as debits and credits entered during the period. Similarly, under Advisers Act rule 206(3)-2, investment advisers engaging in agency cross transactions involving clients are required to send the clients disclosure about those transactions. Additionally, under Exchange Act rule 17a-3(a)(17), a broker-dealer must furnish each customer within 30 days of opening an account and thereafter at intervals no greater than 36 months, a copy of the account record, which may include PFI.

156 See supra section II.B.4.

We recognize that certain covered information, such as trade confirmations, can be consequential because of their importance in identifying potential discrepancies or fraud. For example, confirmations of transactions that brokers-dealers send to their customers pursuant to Exchange Act rule 10b-10 may contain information requiring prompt action by the recipient (such as an apparent error or an indication of possible fraudulent activity) and are commonly retained by customers as personal financial records, including for tax purposes

ng potential discrepancies or fraud. For example, confirmations of transactions that brokers-dealers send to their customers pursuant to Exchange Act rule 10b-10 may contain information requiring prompt action by the recipient (such as an apparent error or an indication of possible fraudulent activity) and are commonly retained by customers as personal financial records, including for tax purposes. Moreover, if an unauthorized person accesses this PFI, it puts a covered recipient at risk of substantial harm. For instance, someone may use the information to improperly access the covered recipient's financial accounts. For these reasons, it is appropriate to require covered entities to take reasonable precautions to ensure the integrity, confidentiality, and security of PFI in covered information delivered to covered recipients electronically.

Many covered entities already have obligations to protect the security of such information. For example, under Regulation S-P, broker-dealers, investment companies, registered investment advisers, and transfer agents are required to develop, implement and maintain written policies and procedures that address administrative, technical, and physical safeguards for the protection of customer information. 157 These policies and procedures must include an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information, including

customer notification procedures

e-delivery of covered information containing PFI or other non-public information. Covered entities commonly will deliver an electronic notification informing a recipient that information is available, while providing access to the document via a link to a secure website such as an online portal. 162 The website offers enhanced security measures, including encryption and multi-factor authentication. 163 Additionally, covered entities may utilize back-end surveillance protocols designed to detect suspicious online activity patterns. 164 This method of delivery provides greater security than if the information were delivered directly to a covered recipient's email account, which may not implement the same degree of security precautions. Generally, we are concerned that direct delivery would not sufficiently ensure the integrity, confidentiality, and security of covered information containing PFI. 165

162 See ICI Survey, supra footnote 25, at n.13 (“For investor-specific forms that contain non-public information, the notice informs investors their statement or tax form is available. Investors are then free to log into their account, using pre-existing authentication credentials (often multi-factor), to retrieve their personalized content.”); see also Nov. 2025 ICI Letter, supra footnote 17, at 6 and 13. This commonly appears in guidance to customers regarding e-delivery. See e.g., LPL Financial at https://www.lpl.com/investors/lpl-account-view/going-paperless.html (“While email is used to notify you when you have new documents available, any documents that contain sensitive personal or financial information must be protected by a secure login process.”), J.P. Morgan at https://am.jpmorgan.com/us/en/asset-management/adv/shareholder-account-access/edelivery/edelivery-faqs/ (“No personal information regarding your account will be sent via email

uded in the statement of availability lead directly to the covered information immediately after the covered recipient completes the process reasonably designed to safeguard the PFI. 170 This requirement is designed to facilitate easy access to the covered information after the completion of the safeguarding process and maximize the likelihood that covered recipients review the covered information.

170 Proposed Reg E-Delivery § 303.102(c)(1)(iii).

We request comment on the proposed requirements associated with the delivery of covered information that includes PFI:

59. Does the rule, as proposed, contain sufficient protections for e-delivery of covered information containing PFI? If not, what additional requirements should the Commission impose? Are there other methods of securely delivering covered information containing PFI, aside from those we have proposed, that we should specify?

60. Does the rule, as proposed, contain unnecessary restrictions on the e-delivery of covered information containing PFI? If so, should we instead permit more flexible or principles-based alternatives? Do existing laws or regulations ( e.g., Regulation S-P) already provide sufficient protections for the e-delivery of covered information containing PFI?

61. What safeguards do covered entities now use to protect e-delivery of covered information containing PFI? Is

the proposed rule largely consistent with current industry practices? If not, how is it different? How are covered entities currently delivering this information electronically? How do the proposed requirements regarding the delivery of covered information containing PFI compare to privacy laws or other regulations regarding the delivery of materials containing personal information that may be applicable in non-U.S

largely consistent with current industry practices? If not, how is it different? How are covered entities currently delivering this information electronically? How do the proposed requirements regarding the delivery of covered information containing PFI compare to privacy laws or other regulations regarding the delivery of materials containing personal information that may be applicable in non-U.S. jurisdictions where covered entities operate or have covered recipients? How do covered entities currently handle delivering materials containing personal information across multiple jurisdictions with potentially different regimes, and how would the proposed requirements interact with them?

62. Should we prohibit the direct delivery of covered information containing PFI to a covered recipient's electronic addresses, as proposed? Are there circumstances where prohibiting the delivery of covered information containing PFI to a covered recipient's electronic address creates problems for the necessary communication of information to covered recipients (for example, situations where a covered recipient asks for their trade confirmations to be sent directly to their email)? Are there current practices whereby covered information containing PFI can potentially be directly delivered in a secure manner, or are such practices reasonably anticipated, such that we should provide exceptions for the direct delivery of covered information containing PFI to electronic addresses? 171 If so, what should be the parameters for such an exception? What would the costs of the proposal be for covered entities that currently deliver PFI in a secure manner and their recipients?

171 For example, we understand that some covered entities may be able to directly deliver materials with embedded multifactor authentication. ICI Survey, supra footnote 25, at 6.

for form and manner of e-delivery are designed to help ensure that the e-delivery is not lost or buried in other communications or marketing materials so that covered recipients are more likely to see the e-delivery and review the covered information. Specifically, the separate delivery requirement is meant to ensure that other documents do not obscure the regulatorily required covered information. For example, certain marketing materials that are not regulatory disclosures required under the Federal securities laws, or other mail from affiliates of the covered entity, should not obscure the covered information that is required to be delivered. The proposed requirements would also help ensure that the e-delivery contains only the content required by the rule with no superfluous information, clearly describes the available information, outlines the process to review the items in the case of statements of availability, and (as described in more detail below) discusses how to change delivery preferences.

We request comment on the proposed timing, form, and manner of delivery requirements:

67. Should we include the timing of electronic delivery requirements in the proposed rule? Or, is this provision duplicative of existing timing requirements imposed by the Federal securities laws?

68. Should we require that covered information be delivered electronically no later than the date by which the covered information is required to be delivered under the Federal securities laws, as proposed?

69. Are there any delivery requirements under the Federal securities laws that raise unique timing requirements that this provision would affect? If so, what are they and how should we modify the timing requirements in these cases?

n be delivered electronically no later than the date by which the covered information is required to be delivered under the Federal securities laws, as proposed?

70. Should we change the timing of when a statement of availability must be delivered or direct delivery made to a covered recipient's electronic address and, if so, how? Explain how such changes would enhance the likelihood that the covered recipient would pay attention to the disclosure or disclosures or otherwise would improve the disclosure experience.

71. Should the proposed rule generally require the statement of availability or the direct delivery of covered information to be delivered separately from other communications that are not covered information, as proposed? Would this increase the likelihood that covered information is noticed and reviewed? Are there circumstances where they should be permitted to be included with other types of communications? Or, would the separate delivery requirement result in an excessive number of electronic deliveries that could deter recipients from noticing and reviewing covered information? Should the statements of availability and direct deliveries, as proposed, only contain the content required under the rule with exceptions for including any content expressly required under the Federal securities laws, and pictures, logos, or similar design or text elements that are not misleading and do not make the covered information unclear? Is this formulation sufficiently principles-based to ensure that the disclosures are prominent and clear while providing covered entities appropriate flexibility in the design of their electronic deliveries? Should we provide covered entities greater flexibility in the information they include?

ar design or text elements that are not misleading and do not make the covered information unclear? Is this formulation sufficiently principles-based to ensure that the disclosures are prominent and clear while providing covered entities appropriate flexibility in the design of their electronic deliveries? Should we provide covered entities greater flexibility in the information they include?

72. Should we require separate communications for each item of covered information or allow statements of availability and direct deliveries to include multiple items of covered information, as proposed?

73. Should we adopt any other form and manner requirements for e-delivery? For example, should we specifically incorporate plain English concepts? Should we adopt any particular font, headings, white space, or formatting requirements to make disclosures easier to read? Should the Commission consider factors other than design, delivery, and content?

7. Obligation of Covered Entities To Provide Paper Copies of Covered Information and Permit Opting Out of E-Delivery

The proposed rule provides that a covered entity must send, free of charge, one paper format copy of any of the covered information that the covered entity has delivered through e-delivery to a covered recipient during the period the covered entity is required to retain the covered information under the Federal securities laws (or during the preceding two years if there is no such requirement), to any such covered recipient requesting such a copy. The covered entity must send the copy of the covered information by U.S. first class mail or another reasonably prompt means within three business days after receiving a request, unless otherwise specified in the Federal securities laws

with such an election. 184 This proposed provision is designed to allow covered recipients to opt out easily from any or all forms of e-delivery should they wish to do so—without a charge or fee impeding this choice—and have the covered entity implement that change in a reasonable period of time after the opt-out request so that covered recipients receive the information in their preferred format. The requirement for free paper delivery of covered information is appropriate in light of the proposed rule's opt-out framework for e-delivery, whereby covered recipients could be defaulted into e-delivery unless they elect otherwise, to help ensure that covered recipients who prefer or require paper delivery of covered information are not deterred from electing paper delivery by the imposition of a fee. 185 The requirement to promptly comply with a covered recipient's opt-out election is designed to ensure that covered entities do not take a protracted period to respond to opt-out requests so that covered recipients receive covered information in their preferred format in a timely manner while also avoiding the imposition of a prescriptive time period that might not be feasible for covered entities in all cases. As a practical matter, the proposed requirements for a covered entity to permit a covered recipient to opt out of e-delivery, and for a covered entity to comply with covered recipients' elections, would entail relevant operations and compliance systems, as well as related recordkeeping associated with covered recipients' elections. 186

184 See proposed Reg E-Delivery § 303.102(f)(2).

185 Because Reg E-Delivery differs in approach from the E-SIGN Act in that it would permit use of e-delivery by covered entities without first obtaining affirmative consent from covered recipients, proposed Reg E-Delivery would include different requirements from the consumer disclosure requirements associated with the E-SIGN Act, including those that address the possibility of fees being charged for paper

quest to opt out of e-delivery, the covered entity could exercise, as permissible by law, any disclosed right to restrict or terminate the covered recipient's relationship. While this covered entity must comply with all requirements of Reg E-Delivery so long as a person is a covered recipient, Reg E-Delivery does not affect a covered entity's disclosed right to restrict or terminate a relationship.

189 Above we discuss the application of the disclosure requirements in proposed Reg E-Delivery in the context of firms' pre-existing contracts that may permit firms to restrict or close accounts that request paper copies or opt out of e-delivery. See supra footnote 144 and accompanying text.

190 See supra text accompanying footnotes 143-144.

We request comment on the proposed requirements for covered entities to provide paper copies of covered information on request and to permit covered recipients to opt out of e-delivery:

74. Generally, should the Commission require covered entities to provide paper delivery of covered information? If so, should paper delivery be required to be provided at no cost to the covered recipient, as proposed? Should we instead allow covered entities to charge for providing covered information in paper format? If covered entities could charge covered recipients for paper delivery, would this act as a significant impediment to covered recipients' receiving covered information in their preferred format? To what extent do covered entities currently charge for the delivery of covered information? If covered entities charge for paper delivery, how is it done in practice and what are the typical charges? If the Commission permitted covered entities to charge for providing paper documents, should Reg E-Delivery incorporate limitations to address what a reasonable fee would be ( e.g., no more than the paper, printing, and postage cost of providing the materials, or no fees that materially exceed underlying costs of delivery)?

elivery, how is it done in practice and what are the typical charges? If the Commission permitted covered entities to charge for providing paper documents, should Reg E-Delivery incorporate limitations to address what a reasonable fee would be ( e.g., no more than the paper, printing, and postage cost of providing the materials, or no fees that materially exceed underlying costs of delivery)?

75. Is it appropriate that the proposed rule requires covered entities to allow covered recipients to receive certain covered information in paper on a document-by-document basis, or would an alternative, where covered entities would offer only all-or-nothing paper delivery for those who elect paper be preferable? If so, why? Should there be an alternative that combines these approaches in some way, and if so, how? For example, instead of providing document-by-document optionality should the rule require covered entities to give covered recipients a choice between, at a minimum, receiving personalized disclosures, like account statements or tax documents that include PFI one way ( e.g., paper), and more generalized disclosures like prospectuses another way ( e.g., electronically)? Do covered recipients already enrolled in e-delivery programs utilize document-by-document requests for paper? Are there operational difficulties associated with partial opt-outs from e-delivery that we should consider if covered recipients only want certain document types in paper format? Should we permit all-or-nothing global opt-outs from e-delivery for certain types of covered entities or smaller entities?

76. We understand that multiple clicks or perceived friction may lead to covered recipients abandoning attempts to follow through in selecting their actual delivery preferences. Accordingly, should we require that covered entities must provide a direct link, or similar, for covered recipients to opt out of e-delivery?

rom e-delivery for certain types of covered entities or smaller entities?

77. Should we require covered entities to provide paper copies of covered information previously delivered electronically upon a covered recipient's request, as proposed? What are the operational burdens and costs involved in responding to individual requests for covered information? How would covered entities evidence that they have complied with this proposed rule if a customer orally requests to receive covered information through paper delivery? We understand that covered entities generally maintain records regarding covered recipients' electronic or paper delivery elections and requests for paper copies, both to operationalize and implement delivery through the method requested by the recipient 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. 191 We anticipate that similar practices would continue following any adoption of proposed Reg E-Delivery. Should we include a direct, dedicated recordkeeping provision in proposed Reg E-Delivery that would require covered entities to maintain records regarding requests for paper copies and elections to opt out of e-delivery for any or all covered information? Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)?

191 See supra footnote 124.

, dedicated recordkeeping provision in proposed Reg E-Delivery that would require covered entities to maintain records regarding requests for paper copies and elections to opt out of e-delivery for any or all covered information? Or should such a provision be included in the books and records rules of the respective categories of covered entities (as applicable)?

191 See supra footnote 124.

78. Should the proposed rule obligate covered entities to send a free copy of covered information delivered electronically in paper format during the period the covered entity is required to retain the covered information under the Federal securities laws, or during the preceding two years if there is no such requirement, as proposed? Does aligning this provision with existing recordkeeping retention requirements strike the appropriate balance between providing a reasonable period of time to accommodate covered recipient requests for covered information in paper format and avoiding the imposition of undue

burdens on covered entities? If there is no specific record retention period under the Federal securities laws, should the rule require covered entities to send free paper copies of covered information that has been delivered through e-delivery during the preceding two years? Is the proposed two-year time period appropriate, or should it be more or less? Should the rule use a time period based on the amount of time a record must be kept in a “easily accessible place” 192 (or similar requirements) under existing recordkeeping rules? Should we instead provide a single, fixed time period for a copy of all covered information to be delivered in paper format upon request? If so, how long should this fixed period be? Should we provide one period during which a covered entity would be required to provide a paper copy of covered information and another, shorter period during which the covered entity would be required to provide a copy free of charge ? Why or why not?

192 See, e.g., 17 CFR 270.31a-2(a).

covered recipient requests a relatively large volume of covered information) might delay a covered entity's ability to respond? If we were to provide a longer time period to respond to requests for paper copies, what time period would be appropriate? Five business days? One week? Or, would a principles-based time period, such as “promptly,” appropriately provide flexibility, given potential delays in a covered entity's ability to respond to requests for covered information and that some types of covered information may not require immediate action by the covered recipient? As another alternative, should we provide a different time frame for certain types of covered entities, such as small entities, to respond to requests for paper copies of covered information?

193 See supra footnotes 179, 182 and accompanying text.

80. If a covered recipient opts out of electronic delivery for any or all covered information, the rule requires that a covered entity must “promptly” comply with the covered recipient's opt-out election. Instead of “promptly,” should we impose a requirement that a covered recipient must comply with the election within a specific time frame? If so, how long should that time frame be? Three business days after receiving the covered recipient's request? Five business days? One week? Two weeks?

81. Should we exclude any types of covered entities from the requirements to permit covered recipients to opt out of e-delivery, and to deliver paper copies of covered information, free of charge upon request? We understand that there are certain firms that would be covered entities under the proposed rule that currently reserve the right to charge a reasonable fee, restrict the account, or close the account of covered recipients who request paper

from the requirements to permit covered recipients to opt out of e-delivery, and to deliver paper copies of covered information, free of charge upon request? We understand that there are certain firms that would be covered entities under the proposed rule that currently reserve the right to charge a reasonable fee, restrict the account, or close the account of covered recipients who request paper. To what extent do covered entities currently restrict, by account agreement or otherwise, a covered recipient's ability to revoke consent to e-delivery or otherwise restrict paper delivery of covered information? How should Reg E- Delivery apply to such covered entities? Should such covered entities be excluded from any of the requirements of the proposed rule, such as the requirements to deliver paper copies of covered information to covered recipients upon request, to allow covered recipients to opt out of e-delivery, or to include statements regarding obtaining paper copies or opting out of e-delivery in statements of availability or direct deliveries of covered information? Would specific disclosure of such practices by covered entities at account opening or otherwise be sufficient to protect covered recipients and ensure that they receive covered information? Would excluding these covered entities from these requirements be appropriate because covered recipients engaging the services of such covered entities reasonably would expect to receive covered information electronically?

82. Should we exclude any types of covered information from the requirement to deliver paper copies of covered information, free of charge upon request? For example, should covered entities be permitted to charge for the paper format delivery of covered information that does not contain PFI?

83. Should covered entities be permitted to charge covered recipients who request paper copies of previously e-delivered covered information, but not covered recipients who opt out of e-delivery going forward?

d information, free of charge upon request? For example, should covered entities be permitted to charge for the paper format delivery of covered information that does not contain PFI?

84. Should there be a limit on the number of free paper copies that a covered recipient receives, and if so, under what circumstances? Is there the potential for covered recipients to abuse their ability to request free paper copies or scenarios where such requests are particularly burdensome or costly for covered entities? Should Reg E-Delivery permit any other limits on the ability of covered recipients to request paper or opt out of e-delivery, such as limiting paper requests or the ability to opt out of e-delivery to certain types of covered information or restricting the ability to opt out to a certain point in time rather than permitting opt outs at any time?

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

Under the proposed rule covered entities providing e-delivery must permit a covered recipient, free of charge, to update their electronic address upon request. 194 If the covered entity offers a choice as to the type of electronic address to be used for e-delivery (for example, email or mobile phone number), the covered entity must also permit the covered recipient to select a preference free of charge. 195 This provision is necessary to ensure that covered recipients are able to update and change their preferred electronic address if the need arises so that they may continue to receive covered information. It also would allow—in circumstances where the covered entity offers e-delivery using multiple types of electronic addresses—for covered recipients to choose the best means of delivery for them at any given time

est comment on the proposed requirements regarding updating and choosing the type of electronic address for e-delivery:

85. Should covered entities be required to permit covered recipients to update or change their electronic address for e-delivery, as proposed? Should updating electronic addresses be free of charge, as proposed? Are fees charged for changing electronic addresses currently?

86. Do covered entities offer delivery to multiple electronic address types or are there certain types of electronic addresses (for example email, text, or mobile applications) that are primarily used? Should the rule require covered entities to deliver to multiple electronic address types?

9. Identifying and Remediating E-Delivery Failures

Under the proposed rule, covered entities would be required to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery. 196 If a covered entity identifies an e-delivery failure it would be required promptly to 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. 197 This provision is designed to ensure that covered entities actually deliver the required covered information and that covered entities have a program to identify circumstances where covered recipients are not receiving required covered information and take appropriate steps to remediate the issue. For example, if a covered entity identifies an individual e-delivery failure, such as an automated response that the covered recipient's electronic address is invalid received in connection with the delivery of an item of covered information (a “bounce-back”), the covered entity's delivery obligation with respect to that covered information would not be met and the covered entity would need to take further steps to deliver it

e-delivery failures).

199 For example, investment advisers and investment companies are required to adopt policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder for advisers and the Federal securities laws for investment companies. See Advisers Act rule 206(4)-7 (17 CFR 275.206(4)-7) and Investment Company Act rule 38a-1 (17 CFR 270.38a-1). Failure to deliver covered information could result in a violation of such laws and rules. We also note in the paper mailing context that Exchange Act rule 17Ad-17 requires that when mail is returned as undeliverable, transfer agents must use “reasonable care” to find the account holder's correct address. State escheatment laws may also require some covered entities to monitor accounts for inactivity.

200 We understand that some entities or their service providers systematically collect points of contact and account activity. See, e.g., Nov. 2025 ICI Letter, supra footnote 17 (stating funds have mechanisms built into their websites or online investor accounts to periodically prompt shareholders to confirm or update their contact information and/or to provide back-up contact information).

We request comment on the proposed requirements for identifying and remediating failed e-delivery:

87. Should we require that the covered entities adopt and implement written policies and procedures that are reasonably designed to identify and remediate e-delivery failures, as proposed? What types of policies and procedures currently exist under the various regulatory regimes for the respective types of covered entities contemplated by the proposed rule? Do covered entities generally recognize the concept of e-delivery failures and have the ability reasonably to determine whether or not a failure to deliver to a covered recipient has occurred? What systems are involved in identifying and mitigating e-delivery failures, and what are the costs associated with such efforts?

fore, availability on a website after the required date of delivery or the date of delivery of the statement of availability would not satisfy a covered entity's delivery obligations. 203

202 Proposed Reg E-Delivery § 303.103(a).

203 See 17 CFR 230.498A(h)(1) and 17 CFR 230.498(e)(1) ([prospectus] must be accessible on the website “on or before the time that the [prospectus] is sent or given”).

Similarly, we are proposing to require that the covered information must remain available for covered recipients to access on the website for a certain period of time, so that covered recipients have time both to review the information on the website and to download it or otherwise save it for their future use if desired. For covered information that already has a website availability period provided for under the Federal securities laws, the availability period would be provided by those time periods. 204 If no website availability period is provided in law or regulation, we are proposing to require that covered information that contains PFI would need to be available on the website for at least three years after posting, and covered information that does not include PFI would need to be available for at least one year. Where a website availability period for a specific type of information is provided by existing laws, the particular uses and needs for that information have been considered and that period specified under existing laws (whether it is longer, shorter or different from the proposed period under Reg E-Delivery) would be more appropriate. For example, a fund annual report must be available 60 days after the end of the fiscal half-year or fiscal year of the company until 60 days after the end of the next fiscal half-year or fiscal year of the company to match the schedules for the distribution of the shareholder reports

ended period of time for their financial records and accounting.

We are also proposing to require that covered information be presented in a format that is convenient for both reading online and printing on paper. 207 Persons accessing the covered information would need to be able to retain the covered information permanently, free of charge, in an electronic format that meets these requirements. As information posted to a website would not be required to be available indefinitely, covered recipients should have the ability to

retain this information permanently for their records if they choose. Information posted to a website that is not capable of being printed on paper in an easily readable format or otherwise savable could be difficult or impossible to retain. The Commission has imposed similar format and retainability requirements in other rules where website posting is required in connection with satisfying delivery obligations. 208 These requirements are designed to be technology-neutral.

207 Proposed Reg E-Delivery § 303.103(c); see also supra footnote 151 (addressing the “convenient for reading and printing” requirements in other Commission rules for information available on a website); E-Proxy Adopting Release, supra footnote 13, at text accompanying n.82 (“require[s] the electronically posted proxy materials to be presented on the internet website in a format, or formats, convenient for both printing and viewing online”); VASP Adopting Release, supra footnote 13, at text accompanying n.460. In addition to complying with the proposed presentation and format requirements under Reg E-Delivery if adopted, covered entities are required to comply with all applicable accessibility-related requirements under the Americans with Disabilities Act or otherwise. See, e.g., Americans with Disabilities Act of 1990, Public Law 101-336, 104 Stat. 328 (1990)

s, a website that could be accessed other than through the use of a process reasonably designed to safeguard the covered information). 210

209 See proposed Reg E-Delivery §§ 303.102(c)(1) and 303.103(d); see also supra section II.B.5.

210 Id.

In circumstances where a covered entity's website and covered information become temporarily unavailable, we are proposing two additional protections. First, the covered entity must adopt and implement written policies and procedures reasonably designed to ensure that the covered information is made available and remains available in the manner required by the rule. 211 These could include, for example, the covered entity (or a service provider) monitoring the website where covered information is available to ensure that it becomes aware of any temporary unavailability in a timely manner. Second, once such an unavailability occurs, the covered entity would be required to take prompt action to ensure that the covered information becomes available in the manner required by Reg E-Delivery as soon as practicable following the earlier of the time at which the covered entity knows or reasonably should have known that the covered information is temporarily unavailable. 212 The Commission has previously included similar provisions for temporary noncompliance with online availability obligations in conjunction with other rules. 213

211 Proposed Reg E-Delivery § 303.103(e)(1).

212 Proposed Reg E-Delivery § 303.103(e)(2).

213 See, e.g., 17 CFR 270.30e-1(b)(2)(vi); 17 CFR 270.30e-3(b)(5); 17 CFR 230.498(e)(4); 17 CFR 230.498A(h)(4); see also VASP Adopting Release, supra footnote 13, at section II.A.5.f; 2009 Summary Prospectus Adopting Release, supra footnote 13, at section III.B.3.e; Tailored Shareholder Reports Adopting Release, supra footnote 13, at text accompanying n.449; Optional internet Availability of Investment Company Shareholder Reports, Investment Company Act Release No

7 CFR 230.498(e)(4); 17 CFR 230.498A(h)(4); see also VASP Adopting Release, supra footnote 13, at section II.A.5.f; 2009 Summary Prospectus Adopting Release, supra footnote 13, at section III.B.3.e; Tailored Shareholder Reports Adopting Release, supra footnote 13, at text accompanying n.449; Optional internet Availability of Investment Company Shareholder Reports, Investment Company Act Release No. 33115 (June 22, 2018) [83 FR 29158] (“Rule 30e-3 Adopting Release”) at text accompanying nn.113-135.

We are proposing to provide that the website address relied upon for compliance with Reg E-Delivery may not be the address of a Commission electronic filing system. 214 This proposed approach is consistent with certain other Commission rules addressing the online availability of information. 215 A primary example of a Commission electronic filing system is the Commission's Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”), which is used by registrants and other entities to submit many filings that are subject to review by staff. 216 Disclosure through posting on a website other than a Commission electronic filing system allows for the overlay of interactive graphics or other tools that covered entities may choose to use to assist covered recipients in viewing and understanding the information presented in various disclosures. 217

214 Proposed Reg E-Delivery § 303.103.

215 See, e.g., E-Proxy Adopting Release, supra footnote 13, at text accompanying n.81. Other Commission rules similarly provide that EDGAR cannot be used to satisfy certain website posting requirements. See, e.g., 17 CFR 240.14a-16(b)(3); 17 CFR 270.30e-1(b)(2)(iii); 17 CFR 17 CFR 230.498(b)(1)(v)(A).

216 See 17 CFR 232.100.

217 See Tailored Shareholder Reports Adopting Release, supra footnote 13, at section II.A.4.

We request comment on the following:

92. Are the proposed requirements for website availability of covered information appropriate?

certain website posting requirements. See, e.g., 17 CFR 240.14a-16(b)(3); 17 CFR 270.30e-1(b)(2)(iii); 17 CFR 17 CFR 230.498(b)(1)(v)(A).

216 See 17 CFR 232.100.

217 See Tailored Shareholder Reports Adopting Release, supra footnote 13, at section II.A.4.

We request comment on the following:

92. Are the proposed requirements for website availability of covered information appropriate?

93. Should the required availability period for covered information containing PFI be different than for covered information not containing PFI? Is one year an appropriate availability period for covered information that does not contain PFI? Is three years an appropriate availability period for covered information that contains PFI? Should the availability period be longer or shorter? Should the availability period for covered information that contains PFI match a specific period during which covered information may be needed, such as time frames for IRS audits? Would an availability period of 1, 2, 4, or 5 years be more appropriate than 3 years? If so, why? Is it appropriate to require availability of covered information for a period consistent with applicable website availability periods under the Federal securities laws, or the proposed periods of one or three years if no such website availability periods apply? Are there circumstances where covered information should be available on a website after the customer relationship (or similar relationship) with the covered entity has ended? If so, describe the circumstances where this would be appropriate and how long such an availability period should last.

94. For covered information on a website that is required to be available for a certain period of time, should we require any specific disclosure on the website regarding how long the covered information will be available there and when it may disappear or be superseded?

? If so, describe the circumstances where this would be appropriate and how long such an availability period should last.

95. Should we be less prescriptive with regard to any of the formatting, readability, printability, and retainability requirements for covered information posted to a website? If so, why? Would any of these proposed requirements limit the ability of a covered entity to use electronic tools or overlays when providing electronically presented information to provide better quality disclosure, or otherwise impede disclosure innovation? Are there additional requirements or greater specificity that would be beneficial to include in the proposed rule's requirements for website availability?

96. Do the proposed formatting, readability, printability, and retainability requirements sufficiently address challenges covered recipients may encounter using different devices to review material ( e.g., reading disclosures on smartphones)?

97. Should we, as proposed, impose restrictions on covered entities' use of a safeguarding process such as a password or biometrics to access a website that contains covered information that does not contain PFI? Could this create barriers to the ability of covered recipients to view covered information that is legally required to be delivered to them? Are there certain circumstances in which passwords or similar processes should be allowed to access covered information that does not contain PFI? If so, what are they?

uring a period of temporary unavailability? Should we instead require the covered entity to take action within a specific period of time? If so, how much time? Would 24 hours, 48 hours, 72 hours, 1 week, or some other period of time be appropriate? Should we be more specific regarding how a covered entity can reasonably know that the covered information is temporarily unavailable? If so, how?

99. Do commenters agree that the website for accessing covered information under Reg E-Delivery should not be permitted to be a Commission electronic filing system? Are there certain Commission electronic filings systems that should be permitted to be used for accessing covered information? Alternatively, should covered entities be allowed to use covered information posted to the Commission's filing system to satisfy their obligations to deliver any covered information, or certain types of covered information? If so, which types of covered information and why?

100. Are there any additional requirements for website availability of covered information that we should adopt? For example, with respect to covered information that does not include PFI, would covered recipients value a requirement that covered information must be maintained on a website that does not employ tracking technologies such as cookies to access such website, and if so why?

ered information must be maintained on a website that does not employ tracking technologies such as cookies to access such website, and if so why?

101. Well-designed websites or internet-connected apps may benefit covered recipients by effectively communicating covered information, including by adopting features not possible with paper, such as interactive videos, calculators, and layered design. What common features have covered entities adopted in their websites or apps that are effective in communicating covered information to covered recipients and attracting covered recipients to engage in activity with their accounts online? What are the benefits and drawbacks of these features? Should any such features be required beyond this rulemaking? Would such features be consistent with the proposed requirement to provide covered information in paper on demand?

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

The transition requirements of the proposed rule apply to a covered entity's e-delivery to covered recipients receiving paper, that is, covered recipients who, as of the effective date of Reg E-Delivery, receive any covered information in paper from or on behalf of the entity, and for whom such covered entity has an electronic address. 218 Section 303.104 of proposed Reg E-Delivery provides covered entities with an opportunity to transition this specific group of covered recipients to default e-delivery through the provision of certain paper notices (described below) to these recipients. Covered entities would not be permitted to use the transition process under this provision to impose default e-delivery on covered recipients who elect to continue to receive delivery of covered information in paper after the effective date of Reg E-Delivery

oarding process or withdrawing a prior consent to e-delivery) and for whom such covered entity has an electronic address.

As discussed above, this approach would allow covered entities to use e-delivery to deliver covered information to covered recipients receiving paper without first obtaining their affirmative consent, but also would honor the preferences of recipients who favor paper delivery. 219 For covered recipients that become entitled to covered information after the effective date of the rule ( e.g., new investors in a registered investment company or new clients of an investment adviser), a covered entity relying on Reg E-Delivery to e-deliver covered information to such recipients would be subject to the general requirements of the proposed rule ( i.e., in proposed Reg E-Delivery § 303.102-103), 220 but would not be subject to the transition provisions (in proposed Reg E-Delivery § 303.104) and so would not need to send the initial and follow-up notices to such recipients. After covered recipients receiving paper are shifted to e-delivery pursuant to the transition provisions, a covered entity would generally be required to e-deliver covered information to such recipients pursuant to the other provisions of Reg E-Delivery ( i.e., in proposed Reg E-Delivery § 303.102-103), 221 but would not be required to provide the disclosure of e-delivery (in proposed Reg E-Delivery § 303.102(b)). 222 This disclosure would be unnecessary for covered recipients who were provided with the paper notices during the transition process because they serve largely the same function as the disclosure of e-delivery by notifying covered recipients that covered information will be delivered electronically.

219 See supra sections I, II.A.

220 See proposed Reg E-Delivery § 303.102-103; supra sections II.B-II.C.

221 See id.

222 See proposed Reg E-Delivery § 303.102(b); supra sections II.B.2

and would not be required to send transition notices to such covered recipients. 224 Additional information related to e-delivery under the proposed rule for these covered recipients—like covered recipients' ability to request paper delivery free of charge under the proposal—would be provided to them in connection with the delivery of covered information under the proposed rule as discussed above.

223 We recognize, however, that a covered recipient that currently receives electronic delivery of covered information containing PFI from a covered entity that does not deliver such covered information in a manner that conforms with the requirements of the proposed rule would experience a change in e-delivery method. See proposed Reg E-Delivery § 303.102(c) and supra section II.B.5.

224 See proposed Reg E-Delivery § 303.102(b); supra section II.B.2.

Covered recipients receiving paper for whom the covered entity has an electronic address, however, could begin receiving information electronically under the proposed rule—under the time frame that the proposed rule provides—unless they elect to continue to receive covered information in paper. The notice requirements are designed to alert such covered recipients receiving paper to the upcoming change in delivery method and provide them an opportunity to elect to continue to receive paper delivery or to update an electronic address they have on file with the covered entity. 225 Limiting the scope of the transition requirements to covered recipients receiving paper for whom the covered entity has an electronic address, as opposed to requiring covered entities to send a transition notice to all covered recipients, reflects a balance between the costs of sending these notices with the benefits of putting covered recipients who will be experiencing a change in delivery methods on notice of that upcoming change

FMA Letter, supra footnote 44 (stating that after a transition period that includes notice to customers about the switch from postal to e-delivery, firms should be permitted to designate e-delivery as the default method of delivery for required customer communications, and to deliver customer communications electronically to an e-delivery address that the firm has on file for the customer) and Nov. 2025 ICI Letter, supra footnote 17 (recommending a mandatory transition period of no more than one year to notify investors who currently receive paper delivery of the change to e-delivery).

226 For example, the ICI notes that 84% of fund investors receive at least some of their financial documents electronically. Nov. 2025 ICI Letter, supra footnote 17. A 2022 survey commissioned by SIFMA found that 79% of broker-dealer customers have already opted to receive customer communications electronically through email, a financial institution's website, or a mobile application. SIFMA, Most Investors Want Electronic, Not Paper, Delivery of Investor Documents (Summer 2022), available at https://www.sifma.org/wp-content/uploads/2022/07/SIFMA-Survey-Results-for-SEC-July-2022.pdf .

227 Reg E-Delivery would not prevent a covered entity from contacting a covered recipient and requesting that covered recipient's electronic address to receive covered information. If, through this outreach, the covered entity obtains an electronic address for a covered recipient that receives any covered information in paper format as of the effective date of Reg E-Delivery, the covered entity could rely on Reg E-Delivery to deliver all covered information to this covered recipient electronically after providing the disclosure of e-delivery required by proposed Reg E-Delivery § 303.102(b). See also infra footnote 440.

The proposed transition process would include certain timing requirements

delivery of covered information to covered recipients receiving paper. 229 This flexibility is designed to help covered entities manage the transition to default e-delivery, providing them with time to operationalize any necessary changes to their processes and systems.

228 Industry participants similarly have suggested a six to twelve month transition period. See SIFMA Letter, supra footnote 44. Though it relates to Form 144 filings with the Commission, six months has been considered a reasonable period to transition from paper to electronic formats in another context. See Updating EDGAR Filing Requirements and Form 144 Filings, Securities Act Release No. 11070 (June 2, 2022) [87 FR 35393 (June 10, 2022)].

229 We would interpret the “provision” of the notice, and the beginning of the 180-day period under the proposed rule, to be the day the covered entity mailed the notices.

We request comment on the proposed requirement for a transition process and its scope and timing requirements:

102. Should certain types of covered recipients, covered entities, or covered information not be subject to the transition process and its notice provisions? For example, should the proposed rule exclude from the group of covered recipients who could be transitioned to e-delivery under the rule individuals over a certain age, either as of a certain date or at the time the covered entity starts the transition process? 230

230 See Federated Hermes 2026 Comment Letter, supra footnote 43 (suggesting that “[c]oncerns about the impact of e-delivery on senior citizens could potentially be addressed by “grandfathering” investors over the age of seventy-five without an affirmative opt out.”).

103

viduals over a certain age, either as of a certain date or at the time the covered entity starts the transition process? 230

103. Should the transition process only apply to covered recipients receiving paper, as proposed, which is limited under the proposed definition to covered recipients for whom the covered entity has an electronic address? Should we also require that covered entities must have an electronic address “provided by” the covered recipient in order to be able to use the transition process with respect to that covered recipient, or would it be unnecessarily burdensome for covered entities to establish that a covered recipient has provided an electronic address in the case of covered recipients receiving paper (as they are defined in the proposed rule) as opposed to other covered recipients? Should the paper notices be sent to all covered recipients regardless of whether they currently receive paper or e-delivery?

104. As proposed, the transition process (including the initial paper notice regarding the upcoming change to default e-delivery) would be limited to covered recipients who receive any information in paper format as of the effective date of Reg E-Delivery and

cannot be applied to covered recipients who request paper delivery after the effective date

hey currently receive paper or e-delivery?

cannot be applied to covered recipients who request paper delivery after the effective date. Do commenters agree with this approach? Without this requirement, would there be a risk that covered entities could use the transition process with respect to covered recipients who elect to receive paper delivery, including by sending another initial notice to covered recipients who already received one and opted out of e-delivery? Is there another way to tailor the transition process to the appropriate group of covered recipients and prohibit the repeat provision of the initial notice to a covered recipient (aside from limiting the transition process to covered recipients receiving paper as of the effective date, as proposed)?

105. As discussed below, the initial notice as proposed would require covered entities to include the electronic address that would be used to deliver covered information to the covered recipient receiving paper, which, by definition, means that the covered entity has an electronic address for such covered recipient. Instead of the proposed approach, should we require that the initial notice also be provided to covered recipients currently receiving paper for whom the covered entity does not have an electronic address and include an explanation that the covered recipient will not be transitioned to e-delivery and will continue to receive covered information in paper free of charge unless the covered recipient provides their electronic address? Would this alternative enable covered entities to transition more covered recipients into e-delivery, or would this alternative be unnecessary as is this an exercise that covered entities could undertake on their own initiative should they wish to obtai

-delivery and will continue to receive covered information in paper free of charge unless the covered recipient provides their electronic address? Would this alternative enable covered entities to transition more covered recipients into e-delivery, or would this alternative be unnecessary as is this an exercise that covered entities could undertake on their own initiative should they wish to obtain the electronic addresses necessary to transition such covered recipients to e-delivery?

106. Should a covered entity have to comply with the timing and notice requirements of the proposed transition provision for covered recipients who receive some, but not all, documents electronically? For example, if covered recipients receive some documents electronically, should they still have the benefit of the full transition process and notices if they are already familiar with the covered entity's e-delivery processes?

107. Should covered recipients who have already affirmatively elected to receive paper versions of covered information as of the effective date receive the initial notice (as proposed, this group of covered recipients would be included in the definition of “covered recipients receiving paper”)? Is it appropriate to require notices of the upcoming change to e-delivery to such covered recipients given that they have already expressed a choice to receive paper? Could doing so cause confusion? For covered recipients that have provided electronic addresses and have already elected prior to the effective date of Reg E-Delivery to receive certain documents in paper on a document-by-document basis, does receiving a transition notice to transition all of their covered information to electronic delivery raise any particular issues, or is it sufficient that this notice would describe each type of covered information that would be transitioned to e-delivery and provide an opportunity to select paper delivery for any or all of this covered information? 231 Are covered entities able to identify and distinguish those cove

to provide a transition process that gives covered entities flexibility to choose when they provide the initial notice for default to e-delivery and begin the 180-day notice process?

110. Is 180 days, as proposed, an appropriate amount of time for the transition process? Should we instead require a longer or shorter period? Should the transition process be 90 days, for example, or a year?

111. Should the proposed rule incorporate any special considerations for security-based swap dealers, major security-based swap data participants, and security-based swap data repositories that currently rely on standardized disclosures used by the majority of market participants?

2. Required Notices During the Transition Process

The transition process would require covered entities to provide two separate notices in paper to covered recipients receiving paper, namely the initial notice and a follow-up notice. First, the proposed rule would require covered entities to provide a clear and conspicuous initial notice in paper format meeting certain content requirements to each covered recipient receiving paper. 232 Covered entities would be required to provide the initial notice in paper format to the covered recipient's last known physical address of record, as this method corresponds to how covered recipients receiving paper receive covered information and would help ensure that these recipients receive notice of the upcoming transition to default e-delivery. The initial notice requirement is designed to provide a clear and conspicuous announcement of the transition to e-delivery as a default and the covered entity's approach to the transition so that covered recipients can make informed decisions regarding their preferred delivery method for covered information.

232 See proposed Reg E-Delivery § 303.104(c).

The proposed rule would impose certain content requirements so that the notices cover key information regarding the transition to e-delivery under the proposed rule

needs. Moreover, this approach would allow covered entities to proceed with the transition process notices without the burden of having to identify the delivery method for each item of covered information in advance and would provide flexibility for covered entities to change delivery methods to the extent permitted by the proposed rule. 239

238 See proposed Reg E-Delivery § 303.104(c)(1)(i)(B).

239 See proposed Reg E-Delivery § 303.102(c)(1) (requiring that covered information including PFI be delivered through delivery of a statement of availability and that the website where the covered information is available must require the use of a process reasonably designed to safeguard the PFI).

The initial notice would also be required to include the electronic address that the covered entity would use to deliver covered information electronically to the covered recipient. 240 The proposed requirement to personalize the notices to identify the electronic address the covered entity would use is designed to help ensure that covered recipients are on notice of where the covered information would be provided electronically if they do not opt out of e-delivery. 241 This would allow covered recipients to review the electronic address on file with the covered entity and potentially ame

This text is long and has been trimmed here. Open the source document for the complete record.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.