The SEC on July 7 added three crypto-specific rulemakings to its 2026 regulatory agenda — the first time the agency has placed digital-asset rules on its formal rulemaking docket. The three proposals, each at the Proposed Rule Stage with a July 2026 target date, cover token offerings (RIN 3235-AN...
"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, Chairman, U.S. Securities and Exchange Commission
The SEC on July 7 added three crypto-specific rulemakings to its 2026 regulatory agenda — the first time the agency has placed digital-asset rules on its formal rulemaking docket. The three proposals, each at the Proposed Rule Stage with a July 2026 target date, cover token offerings (RIN 3235-AN38), broker-dealer capital and custody requirements (RIN 3235-AN48), and market-structure amendments for exchanges and alternative trading systems handling digital assets (RIN 3235-AN49).
The centerpiece is "Regulation Crypto," a roughly 400-page draft that would create three pathways for token issuers to raise capital without full Securities Act registration: a startup exemption of approximately $5 million, a $75 million annual fundraising tier modeled on Regulation A+ Tier 2, and a decentralization off-ramp that allows tokens to exit securities classification entirely. The draft has been under White House Office of Information and Regulatory Affairs (OIRA) review since March 20, with final adoption not expected before early 2027.
No proposed rule texts have been publicly released. The July dates remain targets, not confirmed filings. The agenda arrives as the CLARITY Act — Congress's parallel effort to split crypto oversight between the SEC and CFTC — sits seven votes short of the 60 needed for Senate passage, with the August 7 recess deadline now passed.
The SEC's 2026 regulatory agenda contains three crypto-specific items, each carrying a Regulatory Information Number (RIN) and targeting the Notice of Proposed Rulemaking stage:
| RIN | Subject | Scope | |-----|---------|-------| | 3235-AN38 | Crypto Asset Offerings | Token sales, safe harbors, exemptions | | 3235-AN48 | Broker-Dealer Amendments | Net capital (15c3-1), customer protection (15c3-3), recordkeeping (17a-3, 17a-4) | | 3235-AN49 | Market Structure Amendments | ATS and exchange rules for digital asset trading |
The agenda follows the SEC's June 2026 strategic plan, which named digital-asset rulemaking a top priority. Chairman Atkins framed the initiative as providing "clear rules of the road for the issuance, custody, and trading of crypto assets" while maintaining enforcement against bad actors.
The 400-page draft establishes three distinct compliance pathways for token issuers, each with escalating disclosure requirements:
Pathway 1: Startup Exemption (~$5M)
Pathway 2: Fundraising Exemption ($75M)
Pathway 3: Decentralization Off-Ramp
A critical limitation applies across all three tiers: investors do not automatically receive the express private right of action for material misstatements that attaches to registered securities offerings. This distinction — the absence of Section 11 and Section 12(a)(2) liability protections — represents a material reduction in investor recourse compared to traditional IPOs.
RIN 3235-AN48 targets four existing rules that currently create friction for firms seeking to hold and clear digital assets:
Net Capital Rule (15c3-1): The proposed amendments would address how broker-dealers calculate net capital when holding crypto assets as proprietary positions, including applicable haircuts. Current guidance permits firms to hold crypto assets subject to existing haircut frameworks, but the rulemaking would formalize these standards.
Customer Protection Rule (15c3-3): The SEC's Division of Trading and Markets has already published FAQs stating it will not object if a broker-dealer deems itself to have "physical possession" of a crypto asset security, provided the firm has access to the asset and the capability to transfer it on the associated distributed ledger. The proposed rule would codify this interpretation.
Recordkeeping Rules (17a-3 and 17a-4): Amendments would update recordkeeping standards to account for blockchain-native transaction records, wallet addresses, and on-chain settlement data.
The combined effect would allow broker-dealers to custody both security and non-security crypto assets, conduct non-security crypto asset businesses, and treat crypto asset securities as held at a permissible "control location" under Rule 15c3-3(c). According to the SEC's Division of Trading and Markets, broker-dealers may already facilitate transactions in crypto asset securities that settle in crypto rather than cash.
RIN 3235-AN49 addresses the regulatory framework for venues that trade digital assets:
Alternative Trading Systems (ATS): Current Regulation ATS was designed for equity securities. The proposed amendments would create provisions for digital asset trading, including how ATS operators handle tokenized securities, order routing, and on-chain settlement.
National Securities Exchanges: The rule would address how registered exchanges can list and trade digital assets, including requirements for surveillance sharing agreements, circuit breakers, and market-making obligations adapted to 24/7 crypto markets.
The market-structure rule interacts directly with the CLARITY Act's proposed jurisdictional split. If the Act passes, assets classified as "digital commodities" would fall under CFTC spot-market oversight rather than SEC exchange rules, potentially narrowing the scope of RIN 3235-AN49.
The SEC's rulemaking agenda runs parallel to — and partially overlaps with — the CLARITY Act (Digital Asset Market Clarity Act), which the House has passed but which stalled in the Senate.
The CLARITY Act would divide crypto oversight between the SEC and CFTC: the SEC retains jurisdiction over token sales, fundraising, and securities-classified assets; the CFTC takes spot markets and "digital commodities." A March 2026 joint SEC-CFTC interpretation — a 68-page release issued March 17 — already does informally much of what the Act would make permanent by statute.
As of August 7, the CLARITY Act has not received a Senate floor vote. Prediction markets implied a 37% chance of passage as of August 3, down from above 70% in early spring. Senate Majority Leader Thune has stated a vote would happen before the August recess, but the 60 votes needed for cloture have not been confirmed.
If the CLARITY Act fails, the SEC's three rulemakings become the primary federal framework for digital assets — agency rulemaking substituting for legislation. If the Act passes, its statutory definitions would constrain and potentially supersede portions of the SEC's proposed rules, particularly the market-structure amendments.
The SEC's approach has drawn opposition from Senate Democrats. In April 2026, Senators Elizabeth Warren and Chris Van Hollen warned that the agency's direction risks providing bespoke exemptions that "undermine decades of investor protections."
The senators' specific concerns center on three points:
The criticism creates a potential legal vulnerability: if future administrations view Regulation Crypto as exceeding the SEC's authority — particularly the decentralization off-ramp, which effectively removes assets from securities jurisdiction — the rules could face Administrative Procedure Act challenges.
The SEC's rulemaking agenda redistributes economic value across the digital-asset ecosystem in several ways:
Compliance cost reduction: Token issuers currently face binary options — full registration (costing $1M+ in legal and accounting fees) or operating in regulatory ambiguity. The tiered exemption structure creates intermediate compliance price points, potentially reducing issuance costs by 60-80% for projects in the $5M-$75M range.
Custody revenue reallocation: By permitting broker-dealers to custody crypto assets and treat on-chain holdings as permissible control locations, the rules would shift custody revenue from crypto-native custodians (Fireblocks, BitGo, Anchorage) toward traditional broker-dealers (Goldman Sachs, Morgan Stanley, BofA Securities). This reallocation could accelerate the institutional capture of custody fees.
Exchange fee compression: Market-structure amendments bringing crypto trading under traditional exchange frameworks could compress trading fees by imposing best-execution obligations and surveillance-sharing requirements that crypto-native exchanges currently avoid.
Investor protection gap: The absence of automatic private rights of action in exempt offerings transfers litigation risk from issuers to investors — an economic value transfer that benefits token creators at the expense of token buyers.
The SEC's three rulemakings represent the most substantial federal regulatory effort directed at digital assets to date. The economic stakes are straightforward: a tiered exemption structure reduces issuance costs for token creators, broker-dealer amendments open custody to Wall Street incumbents, and market-structure rules would subject crypto trading to exchange-level oversight.
The timing creates a regulatory competition between agency rulemaking and Congressional legislation. With the CLARITY Act stalled and the SEC's draft in White House review, the near-term outcome depends on which track advances first. Neither may produce enforceable rules in 2026. The 400-page draft at OIRA, the seven-vote gap in the Senate, and the absence of any published rule text all point to the same conclusion: the U.S. digital-asset regulatory framework remains under construction, with no completion date confirmed.