The U.S. Securities and Exchange Commission added three crypto-specific rulemakings to its 2026 Unified Regulatory Agenda on July 7, each targeting a Notice of Proposed Rulemaking this month. The proposals cover token offerings (RIN 3235-AN38), broker-dealer custody and capital requirements (RIN ...
"This is not a favor to industry — it is what markets require to function: clear rules of the road, applied without preference." — Paul Atkins, Chair, U.S. Securities and Exchange Commission
The U.S. Securities and Exchange Commission added three crypto-specific rulemakings to its 2026 Unified Regulatory Agenda on July 7, each targeting a Notice of Proposed Rulemaking this month. The proposals cover token offerings (RIN 3235-AN38), broker-dealer custody and capital requirements (RIN 3235-AN48), and market structure for trading venues (RIN 3235-AN49). Together, they represent the SEC's attempt to replace a decade of enforcement-led regulation with binding, notice-and-comment rules.
The timing is not coincidental. Congress's parallel track — the CLARITY Act — passed the House 294-134 in July 2025 and cleared the Senate Banking Committee 15-9 in May 2026, but remains stuck on the Senate floor with three unresolved disputes blocking the 60 votes needed for cloture. Prediction market odds of passage before the August 7 recess sit near 43%. The SEC's administrative rulemaking is now the faster-moving vehicle for crypto regulatory clarity in the United States.
This report compares the two tracks: what each covers, where they overlap, and what gaps remain if one succeeds and the other stalls.
On July 7, 2026, the SEC published its updated Unified Regulatory Agenda listing three crypto-focused proposed rules, all at the initial rule stage. No proposed rule texts have been released. The proposals build on a March 17, 2026 joint interpretive release by the SEC and CFTC — a 68-page document that established a five-category token taxonomy: digital commodities, digital collectibles, digital tools, payment stablecoins, and digital securities. That release explicitly classified 16 tokens — including BTC, ETH, SOL, XRP, ADA, AVAX, LINK, DOT, ATOM, ALGO, NEAR, UNI, FIL, HBAR, XLM, and APT — as digital commodities under CFTC jurisdiction.
SEC Chair Paul Atkins framed the agenda as follows: "To deliver on President Trump's goal to ensure that the United States is the crypto capital of the world, we are embracing innovation to bring more products onshore, creating clear rules of the road for capital raising with crypto assets, and providing clarity as to how market participants can custody and facilitate trading of tokenized securities."
The three proposals are at the Proposed Rule Stage. They signal formal agency commitment but do not constitute enforceable regulation.
RIN 3235-AN38 — Crypto Asset Offerings
The first and most consequential proposal creates a conditional exemption framework with three tiers:
Startup Exemption. Projects valued under $5 million receive a temporary exemption from full SEC registration for up to four years. Required disclosures are limited to a white paper published on a public website. Annual fundraising is capped at approximately $5 million.
Fundraising Exemption. Entrepreneurs may raise up to $75 million during any 12-month period through qualifying crypto investment contracts. This tier requires audited financial statements and semi-annual reporting — heavier than the startup track but substantially lighter than a full S-1 registration.
Investment Contract Safe Harbor. Issuers that have "completed or permanently ceased all essential managerial efforts" receive a codified, rule-based standard confirming their tokens are no longer investment contracts subject to SEC jurisdiction. This is the formal off-ramp from securities law treatment.
The proposal is currently under review by the White House Office of Information and Regulatory Affairs (OIRA), which typically takes 30 to 90 days. Once cleared, the SEC would publish it in the Federal Register for a 30- to 60-day public comment period. Final rulemaking would follow only after comment review.
The dollar thresholds — $5 million and $75 million — are the most likely pressure points during public comment. Consumer advocates and Senate Democrats are expected to push the $75 million ceiling down and add conditions to the startup tier. Industry commenters are expected to push for inflation indexing and aggregate-cap clarity.
The phrase "permanently ceased essential managerial efforts" in the safe harbor tier will absorb significant comment attention. It determines whether the off-ramp from securities treatment is a practical destination or a standard so vague that few projects can reach it.
RIN 3235-AN48 — Broker-Dealer Financial Responsibility Amendments
The second proposal targets the mechanics of how registered broker-dealers hold and account for crypto assets. The SEC plans to amend four existing rules:
This proposal addresses a structural bottleneck. Under current rules, major broker-dealers face uncertainty about whether holding crypto on behalf of clients creates unmanageable capital charges. Staff Accounting Bulletin 121 (SAB 121), issued under the prior SEC administration, required firms to record custodied crypto as both an asset and a liability on their balance sheets — effectively doubling the capital hit. While SAB 121 was rescinded in January 2025, no replacement framework for crypto custody capital treatment has been codified in rule form.
The proposal would fill that gap, potentially enabling traditional broker-dealers to compete with crypto-native custodians.
RIN 3235-AN49 — Exchange Act Amendments for Crypto Trading
The third proposal addresses where and how crypto assets classified as securities can trade. It would amend Exchange Act rules governing alternative trading systems (ATSs) and national securities exchanges.
The core question: whether crypto ATSs follow the same registration frameworks as traditional securities venues or whether the SEC carves out a separate, crypto-specific track. Currently, platforms that match orders in crypto assets classified as securities operate in a compliance gray zone. Some have registered as ATSs under Regulation ATS; most have not.
According to reporting by The Block, this proposal would also address whether national securities exchanges — the NYSE, Nasdaq, and others — can list and trade tokenized securities and crypto assets alongside traditional equities. A July 2026 Benzinga report noted that the SEC is "proposing rules to let crypto trade alongside stocks on exchanges."
If finalized, this would create a single, regulated venue structure for crypto securities — eliminating the current bifurcation between crypto-native exchanges (operating under state money-transmitter licenses) and SEC-registered venues.
The CLARITY Act (H.R. 3633) provides the legislative counterpart to the SEC's administrative track. The bill sorts every token into one of three buckets: digital commodities (CFTC), investment-contract assets (SEC), and payment stablecoins (outside both securities and commodity regimes).
Timeline:
Three blocking disputes remain unresolved:
The bill needs 60 Senate votes for cloture. Current vote counts suggest seven Democratic crossovers are required. Prediction markets price passage before August 7 at approximately 43%.
| Domain | SEC Rulemaking | CLARITY Act | |---|---|---| | Token classification | Relies on March 2026 joint SEC-CFTC taxonomy (five categories, 16 named commodities) | Creates statutory three-bucket sort (digital commodities, investment-contract assets, payment stablecoins) | | Fundraising exemptions | $5M startup exemption, $75M investment-contract exemption | Does not address fundraising thresholds directly | | Broker-dealer custody | Amends Rules 15c3-1, 15c3-3, 17a-3, 17a-4 | Defers custody rules to agency rulemaking | | Market structure | Amends ATS and exchange rules for crypto securities | Defines which assets trade under SEC vs. CFTC jurisdiction | | Decentralization test | "Permanently ceased essential managerial efforts" | "Sufficiently decentralised network" | | DeFi treatment | Safe harbor may cover certain DeFi activities | Developer liability protections debated but unresolved | | Binding authority | Administrative rules — can be challenged in court, reversed by future SEC | Federal statute — durable, requires Congress to amend |
The overlap is partial, not duplicative. The CLARITY Act answers the jurisdictional question (SEC vs. CFTC) at a statutory level. The SEC's rules answer the operational questions (how to register, how to custody, how to trade) within the SEC's existing jurisdiction. If CLARITY passes, the SEC's rules would need to conform to the statutory categories. If CLARITY stalls, the SEC's rules proceed on the agency's own authority — but without the durability of legislation.
Reactions split along predictable lines.
Blockchain Association CEO Summer Mersinger argued that the SEC has previously granted similar exemptions through no-action letters and that formal rulemaking is not the only viable path, though it provides more certainty.
Citadel Securities submitted a letter to the SEC's Crypto Task Force arguing that the agency should "fully identify intermediaries involved in the trades of tokenized U.S. equities, including decentralized trading protocols" and avoid granting "broad exemptive relief from statutory definitions of an 'exchange' and 'broker-dealer.'" Citadel's position: tokenized U.S. equities are unambiguously securities, and exemptions would create regulatory arbitrage.
The Blockchain Association responded by urging the SEC to reject Citadel's "overbroad and unworkable" interpretation, arguing it conflates software builders with asset custodians.
Democratic lawmakers have criticized the SEC for dropping enforcement actions against Binance, Coinbase, Ripple Labs, and Kraken during 2025-2026, framing the safe harbor proposals as further erosion of investor protections.
Regulatory durability. SEC rules adopted through notice-and-comment rulemaking carry the force of law but can be reversed by a future Commission without Congressional action. A Democratic SEC chair in 2029 could reopen or rescind any of these three rules. The CLARITY Act, if enacted, would require legislation to undo.
OIRA timeline uncertainty. The safe harbor proposal is under OIRA review. The 30-to-90-day typical review window means a July publication is possible but not guaranteed. Slippage to September or October is plausible.
Overlap risk. If both the CLARITY Act and the SEC's three rules advance simultaneously, conflicting definitions — particularly around the decentralization test and token classification — could create new legal uncertainty rather than resolving existing ambiguity.
Comment period length. Even if all three NPRMs publish in July, the 30-to-60-day comment window followed by an indefinite review period means final rules are unlikely before Q1 2027 at the earliest.
International coordination gap. Neither track addresses cross-border equivalence with MiCA (EU), the UK's FCA framework, or Japan's recently amended FIEA. U.S. firms operating globally will still face multi-regime compliance burdens regardless of domestic clarity.
The United States now has two parallel tracks toward crypto regulatory clarity, moving at different speeds and carrying different risks. The SEC's three-rule agenda is the faster vehicle — it requires no Congressional vote, no cloture motion, and no negotiation over ethics provisions. But administrative rules are reversible. The CLARITY Act is the more durable vehicle, but it requires seven Democratic crossovers in the Senate and resolution of disputes that have resisted compromise for months.
The practical outcome depends on sequencing. If the SEC publishes all three NPRMs before August 7 and the CLARITY Act fails to reach a floor vote, the SEC's framework becomes the de facto regulatory architecture for U.S. crypto markets — at least until a future Congress or Commission acts. If the CLARITY Act passes, the SEC's rules must align with a statutory framework that may differ in category definitions, exemption thresholds, and the critical decentralization test.
For market participants, the takeaway is procedural: the SEC rules, even if published this month, will not be final before 2027. The CLARITY Act, even if it passes the Senate, requires conference committee reconciliation with the House version. Neither track delivers immediate regulatory clarity. Both deliver something the industry has not had before: formal, public rulemaking processes with defined timelines and comment opportunities.