S. 1877 — Improving Disclosure for Investors Act of 2025

This section defines terms for purposes of the Act, including (1) Commission, as the Securities and Exchange Commission; (2) covered entity, to mean specified registered entities (e.g., investment companies, business development companies, brokers, dealers, investment advisers, transfer agents, and funding portals); (3) electronic delivery, as direct delivery to an electronic address, posting to a website with notice, or another method ensuring receipt; (4) regulatory documents, to include prospectuses under Section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)), summary prospectuses, Statements of Additional Information, shareholder reports, notices, confirmations, proxy statements, privacy notices, affiliate marketing notices, and other documents required under securities laws; (5) securities laws, as defined in the Securities Exchange Act of 1934; (6) self-regulatory organization, as defined in the Securities Exchange Act of 1934; and (7) website, as an internet site or digital repository to which investors have reasonable access.

This section directs the Securities and Exchange Commission (SEC) to propose rules within 180 days of enactment and finalize them within one year permitting covered entities to satisfy delivery obligations for regulatory documents required under the securities laws through electronic delivery, subject to specified conditions including (1) an initial paper communication, a 180-day transition period to electronic delivery, and annual paper reminders for two years thereafter for investors not fully receiving documents electronically; (2) content and timing requirements for notices; (3) an opt-out mechanism for paper delivery; (4) remediation of failed deliveries; (5) standards for readability and retainability; and (6) confidentiality measures for certain entities. If the SEC misses the finalization deadline, covered entities may implement electronic delivery per these conditions, deemed compliant with securities laws delivery requirements. The section further requires the SEC to review and amend its rules within specified timelines to permit electronic delivery (except where a federal statute mandates paper); directs self-regulatory organizations to adopt consistent rules; and exempts such electronic deliveries from consumer consent requirements under section 101(c) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001(c)). (Thus, broker-dealers, investment advisers, and others may deliver documents such as prospectuses or account statements electronically without obtaining affirmative consumer consent otherwise required by E-SIGN.)