CSA Finalizes New Access Model For Continuous Disclosure Documents

On June 25, 2026, the Canadian Securities Administrators (the “CSA”) published final amendments to National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, together with related companion policy changes (collectively, the “Final Amendments”), which implement an optional “access equals delivery” model (the “Access Model”) that allows non-investment fund reporting issuers to fulfill their obligation to deliver annual financial statements, interim financial reports and related management’s discussion and analysis (collectively, “CD Documents”) by making those documents electronically available.

Subject to the receipt of all necessary ministerial approvals, the Final Amendments take effect on September 22, 2026.

The Final Amendments are the second component of the CSA’s multi-year effort to modernize how disclosure is made to investors of Canadian reporting issuers. The CSA first solicited feedback on the concept in a 2020 consultation paper and, in April 2022, published proposed access model rules covering both prospectuses and CD Documents. A prospectus access model was finalized and brought into force in April 2024; however, a model for CD Documents required a further round of consultation, cumulating in the Final Amendments.

How to Use the Access Model

Non-investment fund reporting issuers may adopt the Access Model for annual CD Documents only, for interim CD Documents only, or for both. Issuers that adopt the Access Model are relieved of the annual request form and delivery obligations for the respective CD Documents.

An issuer switching to the Access Model must issue and file a news release on SEDAR+ no fewer than 25 calendar days before first using the Access Model, which must inform investors that the issuer will be moving to the Access Model, that SEDAR+ notification functionality¹ is available, how to obtain a copy of the CD Documents, and that standing instructions may be provided. An issuer may combine the advance news releases for annual and interim CD Documents. Notably, this 25-day advance notice applies only when transitioning into the Access Model from standard delivery in the preceding financial period, and there is no corresponding obligation to notify investors when ceasing to use the Access Model.

Under the Final Amendments, an issuer that has provided advance notice is treated as having provided electronic access to a CD Document if each of the following steps is completed:

1. SEDAR+ Filing.

The CD Document must be filed on SEDAR+.

2. News Release — within one calendar day.

No later than one calendar day after the SEDAR+ filing, the issuer must issue and file a news release on SEDAR+ that meets the following requirements:

• the title of the news release must expressly reference the availability of the applicable CD Document on SEDAR+; and
• the news release must state: (a) that the document is accessible electronically through SEDAR+; (b) that the SEDAR+ notification functionality is available for investors wishing to receive automated email alerts when the issuer’s CD Documents are filed; (c) that an electronic or paper copy of the document may be requested at no charge; and (d) that any standing instructions investors have given to receive the document in a particular format will continue to be honored.

Issuers may incorporate the required disclosure into a news release that also contains other information (such as an earnings release).

3. Website Posting — within two calendar days.

No later than two calendar days after the SEDAR+ filing, an issuer that maintains a website must post either the CD Document itself, or a hyperlink leading directly to the document on SEDAR+, on its website. The posted document or hyperlink should remain accessible on the website at least until the corresponding documents for the following financial period have been filed and posted.

Additional Disclosure in Annual Proxy Materials and Website

Each year that an issuer relies on the Access Model, it must include prescribed access-related disclosure in one of the following: (i) proxy-related materials, such as the notice of meeting, form of proxy, voting instruction form, or information circular; (ii) the notice delivered under the notice-and-access model; or (iii) a separate document distributed alongside the proxy-related materials or the notice-and-access notice. Where the required disclosure is embedded within an existing document, it must appear in a prominent location.

If the issuer maintains a website, the same access-related disclosure must also be posted in the same location as the CD Documents or related hyperlinks.

Investor Protections Preserved

Adoption of the Access Model does not diminish investor entitlements with respect to CD Documents. Any securityholder (other than a holder of debt instruments) retains the right to request a copy of a CD Document in electronic or paper form at no charge and an issuer must send the applicable CD Document within the prescribed timeline. Where a beneficial owner has given standing instructions to an intermediary specifying how they wish to receive CD Documents, those instructions remain operative regardless of the issuer’s adoption of the Access Model.

Looking Ahead: Key Takeaways for Reporting Issuers

The Access Model represents a meaningful opportunity for non-investment fund reporting issuers to reduce the cost and administrative burden associated with the printing and mailing of CD Documents, while preserving investor access to those documents. Provided all necessary approvals are obtained, the Final Amendments come into force on September 22, 2026. Reporting issuers should begin assessing whether adoption of the Access Model (whether for annual or interim CD Documents, or both) is appropriate for their circumstances. For issuers that wish to use the Access Model, advance planning will be essential. In particular:

• Build in the 25-day runway. Issuers intending to use the Access Model for their upcoming financial disclosures should ensure the mandatory advance news release is issued at least 25 calendar days beforehand. Issuers should consider whether to combine the new release for application to both annual and interim CD Documents.
• Update continuous disclosure procedures and compliance calendars. The Access Model introduces firm timelines for news release issuance and website posting that may differ from current practice. Internal disclosure controls and compliance calendars should be updated to reflect these requirements before the Access Model is first used.
• Review website infrastructure. Issuers should ensure that their websites are set up to accommodate the posting requirements and that the relevant page can be updated within two calendar days of each applicable SEDAR+ filing.
• Review and update proxy materials. The annual access disclosure requirement will need to be woven into the issuer’s existing proxy preparation process, whether through the information circular, or another eligible document.
• Maintain copy request and standing instruction processes. The Access Model does not extinguish the obligations to fulfill copy requests or honour standing instructions. Issuers must retain the processes necessary to satisfy these obligations even after adopting the Access Model.
• Check corporate law obligations independently. The Access Model governs delivery requirements under securities legislation only. Separate financial statement delivery obligations arising under an issuer’s governing corporate statute are not displaced by the Access Model and must be assessed and complied with independently.

Footnote

1. The SEDAR+ notification functionality allows any person or company to subscribe through SEDAR+ to receive an email notification when the CD Documents that they subscribed for have been filed by the issuer on SEDAR+.

The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.

© McMillan LLP 2025