On July 16, 2026, the Securities and Exchange Commission (“SEC”) proposed a new rule, Regulation E-Delivery, that would expand the ability of issuers, including registered investment companies, investment advisers, and broker-dealers, to use electronic delivery (“e-delivery”) to satisfy information delivery requirements under the federal securities law.  If adopted as proposed, Regulation E-Delivery would broadly address the e-delivery of “covered information” by “covered entities” to “covered recipients” (each as described further below) and provides the requirements and conditions for the delivery of regulatory information electronically without first obtaining investors’ affirmative consent.

The proposed rule is now available for public comment.  Public comments are due by September 21, 2026.

Proposed Regulation E-Delivery

Currently, many required regulatory disclosures and reports are delivered in paper format, unless the investor or shareholder affirmatively elects otherwise.  The SEC proposed the rule to make e-delivery the default method based on its understanding about investors’ use of and preferences for electronic media and to continue toward a regulatory framework more suitable for the modern era.  If adopted, Regulation E-Delivery would be the SEC’s primary rule addressing e-delivery and would supersede the SEC’s current guidance-based e-delivery framework.

As noted above, proposed Regulation E-Delivery would apply to the e-delivery of “covered information” by “covered entities” to “covered recipients.”  The proposing release defines those terms generally as:

• Covered information: any information required to be delivered to a covered recipient under the federal securities laws.
• Covered entities: any person that has an obligation to deliver covered information to a covered recipient under the federal securities laws.
• Covered recipients: any current or prospective customer, client, investor, security holder, counterparty, or similar recipient of information.  The proposed rule does not make any distinction between retail and institutional clients and investors, although the SEC has asked for public comment on this issue.

As proposed, Regulation E-Delivery would permit, but not require, covered entities to use e-delivery as the default method of delivery for covered information.  Generally, a covered entity would be able to rely on the proposed rule 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.

Under the proposed rule, the permissible method of e-delivery would depend on whether the covered information includes personal financial information (“PFI”).  If covered information does not include PFI, direct delivery to a recipient’s electronic address, either attached or included in the body of an email, would be permitted.  If covered information includes PFI, a covered entity may not deliver this information directly to an electronic address but would instead have to deliver a statement of availability to the recipient’s electronic address, which would include a link to a website where the covered recipient could access the required information.

The proposed rule also details other requirements and conditions for satisfying Regulation E-Delivery, including the process for investors to receive paper reports, opt out of e-delivery, and how investors may update their electronic addresses.  The proposed rule also would require covered entities to adopt and implement written policies and procedures reasonably designed to identify and remediate failed e-delivery, which would include detecting an invalid or inoperable electronic address via bounce-backs or other means.  If a failed e-delivery is identified, the covered entity must promptly take reasonable remediation steps.

Additional Observations

We note the following:

• The SEC also is proposing to rescind Rule 30e-3 under the Investment Company Act of 1940.  That rule provides alternative methods for registered investment companies to satisfy their shareholder-report-transmission requirements.  The SEC also is proposing to amend certain rules in Regulations 14A and 14C and Rule 14d-5 under the Securities Exchange Act of 1934, which address the dissemination of proxy materials and tender-offer materials.

• The proposed rules would not change any timing requirements or regulatory deadlines under the federal securities laws, such that, regardless of the e-delivery method used, the covered entity would be required to deliver the covered information no later than the date by which the information is currently required to be delivered.

• As noted above, the proposed rules would require entities to adopt written policies and procedures to identify and remediate failed e-delivery.  Registered investment companies and investments advisers likely would have to draft and adopt new compliance policies and procedures to account for Regulation E-Delivery, rather than rely on current rules, in order to ensure that they have the ability to take reasonable remediation steps, including obtaining new electronic addresses or delivering the covered information in paper format until the recipient provides a new electronic address.

• If the rules are adopted as proposed, investors who currently receive regulatory information in paper format would first receive two paper notices if they would be transitioned to e-delivery, with such notices including the ability to opt out of e-delivery.  The first paper notice would need to be delivered at least 180 days before the transition, with a paper follow-up notice delivered at least 30 days before the transition.

• The range of regulatory disclosures and reports available for electronic delivery under the proposed rule is broad, including prospectuses, annual and semi-annual shareholder reports, proxy statements, Form CRS disclosures, and Form ADV Part 2 brochures.  For a fuller list of covered information, please see Appendix A below.

For More Information

This Client Alert has been prepared by John Hunt, a Partner, Rachael Schwartz, a Partner, and Mike Davalla, Counsel, in the Investment Management practice group of the international law firm of Sullivan & Worcester LLP.  For more information, Mr. Hunt may be reached in our Boston office by calling +1 (617) 338-2961 or our London office by calling +44 (0)20 7448 1000, or by email at jhunt@sullivanlaw.com; Ms. Schwartz may be reached in our New York office by calling +1 (212) 660-3069 or by email at rschwartz@sullivanlaw.com; Mr. Davalla may be reached in our Boston office by calling +1 (617) 338-2804 or our Washington, D. C. office by calling +1 (202) 775-2200, or by email at mdavalla@sullivanlaw.com.

This Client Alert is provided for general informational purposes only and does not constitute legal advice.

Appendix A – Covered Information Under the E-Delivery Proposal

* As noted in the proposing release, the above list is non-exhaustive, as the definition of “covered information” in the proposed rule may include disclosures not listed here but that may be required under, for example, Regulation Best Interest, as well as disclosure that be required of covered entities in the future under applicable laws and regulations.