Ripple Makes a Shock SEC Move After $150M XRP Fight as OCC Unveils GENIUS Act Rules

In an October 20 comment letter, Ripple supported the proposed framework while requesting changes to how federal securities law treats digital assets, investment contracts, and secondary-market transactions.

The development coincides with the Office of the Comptroller of the Currency (OCC) finalizing rules under the GENIUS Act, establishing federal standards for payment stablecoin issuers. Although the initiatives address different parts of the crypto industry, both could shape how digital asset businesses operate in the United States.

• Ripple backed the SEC’s proposed Regulation Crypto Assets on October 20 while seeking revisions to provisions affecting token sales and investment contracts.

• Ripple Chief Legal Officer Stuart Alderoty cited more than $150 million in litigation costs, highlighting the financial burden of regulatory uncertainty.

• The OCC finalized its GENIUS Act rule in October 2026, setting requirements for stablecoin reserves, redemptions, capital, and risk management.

• The SEC proposal remains subject to rulemaking, while the OCC framework is scheduled to take effect on January 18, 2027.

Ripple submitted its comment letter on October 20, the final day of the public comment period for the SEC’s proposed Regulation Crypto Assets. Introduced on August 18, the proposal seeks to establish a tailored framework for certain investment contracts involving cryptocurrencies.

Ripple’s legal team urged the SEC to distinguish crypto assets from investment contracts under the Howey test and replace case-by-case enforcement with clear regulatory standards. Source: @RippleXity via X

The company’s support marks a notable development following its years-long dispute with the SEC over XRP sales. Ripple is backing the agency’s effort to establish clearer rules but wants changes to ensure that securities law applies according to the terms of a particular investment arrangement, rather than automatically attaching to the underlying token.

Alderoty has argued that enforcement-driven regulation imposed substantial costs on the industry and pushed innovation overseas. Ripple’s reported $150 million in legal expenses illustrates the scale of its dispute with the agency.

The SEC proposal includes potential registration exemptions for qualifying offerings of up to $5 million over four years or $75 million within a 12-month period. Eligible issuers would remain subject to applicable disclosure requirements and federal anti-fraud protections.

It also proposes a conditional safe harbor addressing when an investment contract associated with a crypto asset may cease to qualify as a security. These provisions are not yet final, and their eventual scope will depend on the SEC’s consideration of public comments and its rulemaking authority.

Ripple’s central concern is the application of the Howey test, the legal framework used to determine whether a transaction or arrangement qualifies as an investment contract under U.S. securities law.

The company argues that an investment contract involving a digital asset should not automatically make the token itself a security in every subsequent transaction. It wants the SEC to focus on the promises made to investors, the obligations assumed by the issuer, and the circumstances under which those obligations may end.

The post criticizes enforcement-driven regulation for pushing crypto innovation overseas and urges clear, Howey-based rules that distinguish investment contracts from the underlying tokens. Source: Stuart Alderoty via X

The issue featured prominently in Ripple’s legal dispute with the agency. In 2023, a federal court distinguished Ripple’s institutional XRP sales from certain programmatic sales on public exchanges. The ruling did not establish a blanket exemption for every XRP transaction.

The case reached a resolution in 2025, but questions about token classification and secondary-market transactions remain relevant to other cryptocurrency projects.

Ripple also challenges the use of decentralization as the decisive measure for determining when investment-contract obligations end. Instead, it favors standards based on the specific commitments and responsibilities associated with an offering.

The company’s position reflects a practical concern for crypto businesses: they need to understand which legal obligations apply when issuing tokens and when those assets subsequently change hands. The final SEC rules, if adopted, could help establish more consistent criteria.

Ripple’s $150 million figure refers to its reported legal costs, not the separate $125 million civil penalty associated with the case. The two amounts represent different aspects of the dispute.

Ripple’s filing places XRP within a wider debate over how U.S. regulators should classify digital assets. However, supporting the SEC proposal does not change XRP’s legal status or guarantee that the agency will accept Ripple’s requested revisions.

Ripple’s support for the SEC’s proposed crypto rules marks a shift after years of litigation, following a 2023 court ruling that certain public-exchange XRP sales were not securities transactions. Source: The Wolf Of All Streets via X

If adopted with meaningful clarification, the rules could help businesses assess whether particular token offerings qualify for exemptions and when associated investment-contract obligations apply. Their impact would depend on the final text, eligibility conditions, and treatment of existing arrangements.

Other cryptocurrency projects, including Chainlink, Cardano, Hedera, Avalanche, and Stellar, have also called for greater certainty around token classification and the respective roles of the SEC and the Commodity Futures Trading Commission.

The debate has intensified amid setbacks for broader cryptocurrency market-structure legislation in Congress. SEC rulemaking provides another route to establishing detailed requirements, although it cannot resolve every issue that may require congressional action.

For XRP holders, the key development to watch is the final treatment of investment contracts and secondary-market transactions. Ripple’s comment letter is an attempt to influence those rules, not a guarantee of a particular outcome for XRP.

Separately, the OCC finalized its rule implementing the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act in October 2026. Signed into law by President Donald Trump in July 2025, the legislation establishes a federal framework for payment stablecoins and generally restricts U.S. issuance to permitted issuers.

The OCC’s GENIUS Act rule tailors stablecoin issuer requirements and examination schedules to each entity’s business model, risk profile, size, and complexity. Source: @USOCC via X

The rule is scheduled to take effect on January 18, 2027, alongside the GENIUS Act. It covers national banks, federal savings associations, federal branches, and their subsidiaries, as well as certain nonbank and foreign issuers under OCC jurisdiction.

The framework sets standards for reserve assets, redemption rights, risk management, audits, reporting, custody, and capital safeguards. Payment stablecoins must be backed by qualifying reserve assets under the law, with requirements designed to support redemption and reduce risks to holders.

The OCC is also adopting a proportionate supervisory approach, tailoring examinations to factors such as an issuer’s business model, size, complexity, and risk profile. The framework is intended to maintain oversight while allowing eligible community banks to participate in the payment stablecoin market.

The GENIUS Act restricts stablecoin issuance to permitted entities while strengthening consumer protections and the dollar’s role in digital assets. Source: @USOCC via X

Additional reporting requirements will help supervisors monitor issuers’ financial condition and compliance. The OCC has developed weekly and quarterly reporting forms, which remain subject to applicable information-collection approval requirements.

Anti-money-laundering and sanctions requirements are being addressed through separate regulatory processes involving the relevant federal authorities.

The OCC framework does not determine whether XRP is a security, and Ripple’s SEC submission does not alter the GENIUS Act’s stablecoin requirements. The developments nevertheless highlight two parallel regulatory priorities: defining securities-law obligations for crypto assets and establishing safeguards for payment stablecoins.

The next milestones are the SEC’s review of comments on Regulation Crypto Assets and the GENIUS Act framework’s implementation in January 2027. Their eventual effects will depend on the final securities rules, the scope of the OCC’s requirements, and how the respective agencies enforce them.