The U.S. Securities and Exchange Commission has placed three crypto-specific rulemakings on its 2026 Unified Regulatory Agenda, each targeting a Notice of Proposed Rulemaking in July 2026. The three rules — covering token offerings (RIN 3235-AN38), broker-dealer capital and custody requirements (...
"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 onchain." — Paul Atkins, Chair, U.S. Securities and Exchange Commission
The U.S. Securities and Exchange Commission has placed three crypto-specific rulemakings on its 2026 Unified Regulatory Agenda, each targeting a Notice of Proposed Rulemaking in July 2026. The three rules — covering token offerings (RIN 3235-AN38), broker-dealer capital and custody requirements (RIN 3235-AN48), and crypto market structure amendments for exchanges and alternative trading systems (RIN 3235-AN49) — represent the agency's first formal attempt to regulate digital assets through notice-and-comment rulemaking rather than enforcement actions.
No proposed rule texts have been published as of July 31, 2026. The lead proposal, known internally as "Regulation Crypto," reportedly runs approximately 400 pages and remains under review at the Office of Information and Regulatory Affairs (OIRA), the White House clearinghouse that must approve regulations before publication. The SEC's pivot from enforcement to rulemaking follows the dismissal of at least seven major crypto cases filed under former Chair Gary Gensler, a 22% decline in total enforcement actions in fiscal year 2025, and the March 2026 SEC-CFTC joint interpretive release that classified 16 tokens — including Bitcoin, Ethereum, Solana, and XRP — as digital commodities outside the SEC's securities jurisdiction.
The report examines what each of the three proposals would do, how they interact with the stalled CLARITY Act in Congress, and what their practical implications are for token issuers, exchanges, broker-dealers, and institutional custodians.
The SEC added three crypto-related items to its Spring 2026 Unified Regulatory Agenda on July 7, 2026, each at the "Proposed Rule Stage" with target dates of July 2026 for publication of a Notice of Proposed Rulemaking.
| RIN | Subject | Scope | |-----|---------|-------| | 3235-AN38 | Crypto Asset Offerings | Offer and sale of digital assets, including exemptions and safe harbors | | 3235-AN48 | Broker-Dealer Rules | Amendments to net capital rule (15c3-1), customer protection rule (15c3-3), and recordkeeping rules (17a-3, 17a-4) for crypto assets | | 3235-AN49 | Crypto Market Structure | Amendments to Exchange Act rules governing crypto trading on ATS and national securities exchanges |
According to ArentFox Schiff's analysis of the agenda, the three rules together would establish a full regulatory stack — from primary issuance through trading venue operation to post-trade settlement and custody — for digital assets that qualify as securities under federal law.
Chair Paul Atkins framed the agenda in his July 7, 2026 statement as a commitment to "bringing 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 onchain."
The most consequential of the three proposals, RIN 3235-AN38, would create what the SEC calls "Regulation Crypto" — a framework of exemptions and safe harbors for crypto token issuance that operates alongside existing Regulation D, Regulation A+, and Regulation Crowdfunding pathways.
According to reporting by CoinDesk and The Industry Spread, the proposal establishes three registration pathways:
Startup Exemption. Early-stage crypto projects could operate without full securities registration for up to four years while network infrastructure remains under development. Eligible startups — those valued under $5 million — could raise funds using whitepaper-style disclosure rather than full SEC registration requirements.
Fundraising Exemption. Token issuers could raise up to $75 million in any 12-month period, subject to audited financials and semiannual reporting. This pathway functions as a crypto-specific analogue to Regulation A+, with a higher ceiling and crypto-adapted disclosure requirements.
Investment-Contract Safe Harbor. Issuers who have completed or permanently ceased all "essential managerial efforts" — meaning founders have stepped back and the network operates autonomously — would receive a codified, rule-based standard confirming their tokens are no longer investment contracts subject to SEC jurisdiction. This addresses the so-called "sufficiently decentralized" question that has lacked formal regulatory definition since former SEC official William Hinman raised it in a 2018 speech about Ethereum.
The approximately 400-page draft was, as of mid-July, under review at OIRA, the Office of Management and Budget entity that must clear proposed rules before the SEC can publish them for public comment. According to CryptoNomist, OIRA review typically takes 30-90 days but can extend longer for novel regulatory frameworks.
RIN 3235-AN48 targets the financial plumbing that would allow traditional broker-dealers to handle crypto assets. The proposal would amend four existing Exchange Act rules:
This proposal builds on the SEC's January 2025 repeal of Staff Accounting Bulletin 121 (SAB 121), which had required financial companies custodying crypto for clients to book those assets as balance-sheet liabilities. The SAB 121 repeal removed the accounting barrier; RIN 3235-AN48 would establish the operational rules.
According to Ropes & Gray's analysis of the regulatory agenda, the broker-dealer amendments are "the most operationally significant" of the three rulemakings because they determine whether existing wirehouses, clearing firms, and prime brokers can integrate crypto custody into their current compliance architecture or would need parallel systems.
RIN 3235-AN49 addresses the regulatory framework for venues that trade digital asset securities. The proposal would amend Exchange Act rules to clarify whether existing ATS registration frameworks apply to crypto trading platforms as-is or require a parallel crypto-specific track.
Currently, crypto platforms that trade tokens classified as securities operate in what Bitget News described as a "compliance gray zone" — neither clearly exempt from exchange registration nor able to comply with rules designed for equity and fixed-income markets. The amendment would define registration pathways, surveillance obligations, and trade-reporting requirements for crypto-native exchanges and hybrid platforms.
According to Sullivan & Cromwell's analysis, the market structure rule also contemplates how decentralized trading protocols — those operating without a central operator — would interact with the ATS regulatory framework. This is widely seen as the SEC's response to the growth of DEX volumes, which exceeded $1 trillion in cumulative volume in 2025 according to The Block's data dashboard.
The three July rulemakings rest on a classificatory foundation laid on March 17, 2026, when the SEC and CFTC issued a 68-page joint interpretive release establishing a five-category token taxonomy.
The framework sorts every crypto asset into one of five categories:
The release explicitly classified 16 tokens as digital commodities: Bitcoin (BTC), Ethereum (ETH), Solana (SOL), XRP, Dogecoin (DOGE), Cardano (ADA), Avalanche (AVAX), Chainlink (LINK), Polkadot (DOT), Hedera (HBAR), Litecoin (LTC), Bitcoin Cash (BCH), Shiba Inu (SHIB), Stellar (XLM), Tezos (XTZ), and Aptos (APT).
Seven of those 16 — XRP, SOL, ADA, AVAX, DOT, XLM, and XTZ — were previously subjects of SEC enforcement actions or formal investigations. The taxonomy reclassified them as commodities, effectively rendering those prior enforcement theories moot.
The taxonomy's significance for the July rulemakings: RIN 3235-AN38 (token offerings) would apply only to assets that fall into the "digital securities" category. Assets classified as digital commodities are outside the SEC's rulemaking scope and fall under CFTC oversight.
The SEC's shift from enforcement-led crypto oversight to formal rulemaking is quantifiable.
Enforcement actions declined. Total SEC enforcement actions fell 22% in fiscal year 2025 to 456 cases. Monetary relief dropped from $8.2 billion to $2.7 billion year-over-year.
Crypto cases dismissed. At least seven major crypto cases filed under Gensler were dismissed or dropped between February and May 2025: Coinbase (Feb. 27), Cumberland DRW (Mar. 27), Consensys (Mar. 27), Payward/Kraken (Mar. 27), Dragonchain (Apr. 30), Balina (May 2), and Binance (May 29). According to Decrypt, at least 17 companies and individuals saw SEC crypto cases dropped, settled on favorable terms, or closed without charges during 2025.
Internal justification. The SEC stated that registration-based crypto actions filed since FY2022 produced "no investor benefit or protection" and reflected "a bias for volume of cases brought versus matters of investor protection," according to the agency's FY2025 enforcement results announcement.
New crypto-specific cases. Under the new leadership, only 13 crypto-related enforcement actions were brought in FY2025, focused on fraud and investor harm rather than registration violations.
The institutional posture shifted accordingly. Departing Commissioner Hester Peirce — who announced she will leave in November 2026 to join Regent University School of Law — stated in her farewell speech that crypto firms need "clearer rules rather than a system defined mainly by enforcement risk." Commissioner Mark Uyeda described the prior approach as "just really a disaster for the whole industry."
The SEC's rulemaking agenda operates in parallel — and potential tension — with the Digital Asset Market Clarity Act (CLARITY Act), Congress's attempt to establish a statutory framework for crypto oversight.
On July 22, 2026, Senate Republicans released an updated draft of the CLARITY Act. As of July 31, the bill has passed the House and the Senate Banking Committee but has not received a full Senate floor vote. With the August 7 recess approaching and only 53 votes reportedly in favor — short of the 60 needed to overcome a filibuster — passage before summer recess appears unlikely.
According to CryptoBriefing, the SEC has signaled readiness to proceed with its own rules if Congress stalls. This creates a strategic dynamic: if the SEC publishes its NPRMs before Congress acts, the regulatory debate migrates from Capitol Hill into the SEC's formal comment process. Industry groups would engage with a concrete rulemaking docket rather than a legislative draft.
If the CLARITY Act passes later, its implementation machinery could slot into rulemaking the SEC has already initiated. According to Davis Wright Tremaine's analysis, "the two tracks are complementary but not identical" — the CLARITY Act would establish statutory authority, while SEC rules would implement that authority through specific compliance requirements.
Several steps remain before any of the three rules take effect:
The current commission consists of three Republican members: Chair Paul Atkins, Commissioner Hester Peirce (departing November 2026), and Commissioner Mark Uyeda. No Democratic nominees have been confirmed. According to Cointelegraph, this all-Republican composition is "unusual" and accelerates the pro-rulemaking agenda but also creates litigation risk — opponents could argue the rules lack bipartisan deliberation.
Administrative Procedure Act challenges are possible from day one of publication. The 60-90 day comment window for an approximately 400-page proposal covering novel regulatory territory will face scrutiny for adequacy.
Realistic timeline: final rules are not expected before early-to-mid 2027, according to multiple legal analyses reviewed for this report.
The SEC has placed three crypto-specific rulemakings on its July 2026 agenda, covering token offerings, broker-dealer custody, and exchange market structure. No proposed rule texts have been published as of July 31.
"Regulation Crypto" (RIN 3235-AN38) would create a four-year startup exemption, a $75 million fundraising pathway, and a codified safe harbor for tokens whose issuers have ceased managerial control. The approximately 400-page draft is under OIRA review.
The broker-dealer amendments (RIN 3235-AN48) would establish net capital, customer protection, and recordkeeping rules for firms handling crypto assets, building on the SAB 121 repeal.
All three proposals rest on the March 2026 SEC-CFTC joint token taxonomy, which classified 16 tokens as digital commodities outside SEC jurisdiction and sorted all others into four additional categories.
SEC crypto enforcement actions fell from 30+ registration-based cases under Gensler to 13 fraud-focused cases in FY2025. At least 17 prior targets saw cases dismissed or favorably resolved.
The CLARITY Act has stalled at 53 Senate votes with the August recess approaching. If the SEC publishes its rules before Congress acts, the regulatory conversation shifts from legislation to agency rulemaking.
Final rules are not expected before early 2027 at the earliest. APA litigation risk, OIRA review timelines, and the departure of Commissioner Peirce in November 2026 introduce procedural uncertainty.
The SEC's three-rule rulemaking package represents a structural shift in how the United States regulates digital assets — from ad hoc enforcement actions to codified compliance frameworks. The scale is substantial: Regulation Crypto alone would create new registration exemptions, fundraising pathways, and safe harbors that could alter the cost structure for every token issuer, exchange operator, broker-dealer, and custodian in the market.
The practical impact, however, remains contingent on execution. No rule texts are public. OIRA review is ongoing. The CLARITY Act's fate in the Senate could preempt, complement, or complicate the SEC's proposals. A three-commissioner panel, all from one party, approving a 400-page novel regulatory framework will face procedural and legal scrutiny.
What is measurable today: the SEC has stopped suing crypto firms over registration violations and started writing rules for them instead. The enforcement numbers confirm the directional change. Whether the rules, once published, prove workable for a $4 trillion-plus market will depend on details that remain, for now, inside OIRA's review queue.