The U.S. Securities and Exchange Commission has placed three crypto-specific rulemaking items on its 2026 Unified Regulatory Agenda, each targeting a Notice of Proposed Rulemaking (NPRM) in July 2026. The lead proposal, known as Regulation Crypto (RIN 3235-AN38), has sat under White House Office ...
"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 rulemaking items on its 2026 Unified Regulatory Agenda, each targeting a Notice of Proposed Rulemaking (NPRM) in July 2026. The lead proposal, known as Regulation Crypto (RIN 3235-AN38), has sat under White House Office of Information and Regulatory Affairs (OIRA) review since March 20, 2026. Two companion rules — broker-dealer capital and custody amendments (RIN 3235-AN48) and crypto market structure amendments for alternative trading systems (RIN 3235-AN49) — are on the same timeline.
If OIRA clears the package this month, the SEC will publish its first comprehensive crypto-specific rulemaking under Chair Paul Atkins. If clearance slips, the entire stack pushes into autumn, colliding with a stalled CLARITY Act in Congress and a narrowing legislative window before the August 7 recess. The stakes extend beyond timeline: the two parallel regulatory tracks — executive rulemaking and congressional legislation — are now racing each other, and whichever moves first will shape the architecture the other must accommodate.
The SEC's 2026 Regulatory Agenda, published July 7, contains three crypto-specific entries at the Proposed Rule Stage:
| RIN | Title | Scope | OIRA Status | |-----|-------|-------|-------------| | 3235-AN38 | Crypto Asset Offerings | Token sales, exemptions, safe harbors | Under review since Mar. 20, 2026 | | 3235-AN48 | Broker-Dealer Financial Responsibility | Net capital (15c3-1), customer protection (15c3-3), recordkeeping (17a-3, 17a-4) | July 2026 target | | 3235-AN49 | Crypto Market Structure Amendments | ATS and national securities exchange rules for crypto trading | July 2026 target |
All three target July 2026 NPRMs. No proposed rule texts have been released. The dates are targets, not committed filing dates.
This marks a structural shift. Under former Chair Gary Gensler, the SEC relied on enforcement actions to set policy. Under Atkins, the agency is moving toward numbered Administrative Procedure Act (APA) rulemakings — a mechanism that produces codified rules rather than case-by-case precedent.
The lead proposal, RIN 3235-AN38, is expected to exceed 400 pages, according to reporting from CoinDesk. It establishes three regulatory pathways for crypto projects:
Pathway 1: Startup Exemption. Early-stage crypto projects receive up to four years of relief from full securities registration. During this period, they may raise up to $5 million per year. Disclosure requirements are principles-based: whitepaper-style documentation covering technology, token economics, and team composition, plus required financial statements delivered to investors. This mirrors what well-run projects already publish, codifying existing best practice as a regulatory floor.
Pathway 2: Fundraising Exemption. More mature issuers may raise up to $75 million in any 12-month period, subject to audited financials and semiannual reporting. The compliance burden is significantly lighter than full registration under the Securities Act but heavier than the startup pathway.
Pathway 3: Investment Contract Safe Harbor. Projects where founders have permanently ceased essential managerial efforts — where the network runs autonomously — receive a codified, rule-based determination that their tokens no longer constitute investment contracts subject to SEC jurisdiction. This addresses the central ambiguity of the Howey test as applied to decentralized networks: at what point does a token stop being a security?
Enforcement Backstop. Any issuer that misrepresents material facts, exceeds fundraising caps, or fails to file required disclosures loses safe harbor protection and faces the full weight of securities laws, including enforcement for unregistered offerings.
From an economic-value perspective, the framework's significance lies in its impact on capital formation costs. Full SEC registration can run $1 million to $5 million in legal and compliance fees for a token issuer. The startup exemption pathway, with its principles-based disclosure standard, substantially reduces that barrier. Whether reduced compliance costs translate into higher-quality projects or merely more projects remains an open question.
RIN 3235-AN48 targets the foundational compliance infrastructure for regulated securities firms: net capital rule 15c3-1, customer protection rule 15c3-3, and recordkeeping rules 17a-3 and 17a-4.
The core problem: without clear treatment of crypto assets under these rules, broker-dealers and clearing firms lack a compliant pathway to custody or clear digital assets at scale. The SEC's Division of Trading and Markets issued interim guidance in late 2025, stating it would not object to a broker-dealer deeming itself to have "physical possession" of a crypto asset security under certain conditions. The proposed rule would codify — or potentially tighten — those conditions.
Key open questions include:
For institutional participants, this rule determines whether traditional financial firms can hold crypto on behalf of clients through existing compliance architectures or must build entirely new ones. The economic cost of either path is substantial.
RIN 3235-AN49 addresses how crypto assets trade on regulated venues. The current ATS framework — designed for equity dark pools and fixed-income platforms — does not map cleanly onto crypto trading infrastructure, where order books, settlement, and custody operate differently from traditional securities.
The SEC is considering whether to propose a new Form ATS tailored to crypto asset securities and trading pairs on crypto ATSs. According to Benzinga, the amendments would allow cryptocurrencies to be traded alongside traditional assets on regulated platforms, including both ATSs and national securities exchanges.
The core jurisdictional question: should crypto ATSs follow the same registration framework as traditional securities venues, or should the SEC carve out a crypto-specific regulatory track? The answer determines whether existing crypto exchanges can integrate into the regulated securities infrastructure or must operate as parallel systems.
This rule has direct implications for market microstructure. If crypto assets can trade on the same venues as equities and fixed income, liquidity fragmentation decreases. If separate registration is required, the current two-tier market structure — regulated venues for securities, offshore venues for crypto — persists.
The SEC's rulemaking runs in parallel with the Digital Asset Market Clarity Act (CLARITY Act), currently stalled on the Senate Legislative Calendar with no floor vote scheduled.
Timeline comparison:
Prediction market pricing: Polymarket odds of CLARITY Act passage in 2026 have fallen from above 80% in February to approximately 39-43% as of mid-July 2026, according to Proactive Investors and Benzinga. The bill needs at least seven Democratic votes to clear a filibuster; the committee stage produced two Democratic crossovers.
The regulatory dynamics create a race condition. According to CryptoSlate, if Congress passes the CLARITY Act first, the SEC may need to realign its rules with new statutory language. If the SEC moves first, Congress legislates around an already-active rulemaking. The two tracks are not designed to be complementary — the CLARITY Act defines jurisdictional boundaries between the SEC and CFTC, while the SEC's rules operate within the SEC's existing authority. A collision between the two would require reconciliation.
For market participants, the planning value of having a formal regulatory timeline — even with unpublished rule texts — is significant. According to The Industry Spread, exchanges, custodians, and broker-dealers can begin assessing compliance architectures against known RIN numbers and target dates, which was not possible under the previous enforcement-led regime.
The shift from enforcement-led to rulemaking-led regulation is measurable.
FY 2025 enforcement data (SEC fiscal year ending September 30, 2025):
The SEC explicitly stated in its FY 2025 enforcement results that it had "made a necessary course correction in its approach to enforcing the federal securities laws in the context of crypto assets." The agency dismissed with prejudice or closed high-profile cases initiated under Chair Gensler, including actions or investigations involving Coinbase, Binance, and Gemini.
This is not deregulation. It is a change in regulatory instrument: from ex-post enforcement (suing after the fact) to ex-ante rulemaking (defining rules before the fact). The economic distinction matters. Enforcement-led regulation imposes costs retroactively and unevenly — firms with larger legal budgets can absorb enforcement risk; smaller projects cannot. Rulemaking-led regulation distributes compliance costs more uniformly, but shifts the burden forward in time.
Commissioner Hester Peirce, who led the SEC's Crypto Task Force and will depart the Commission in November 2026 to join Regent University School of Law, urged the industry at Katten's 2026 Crypto Symposium not to use the moment to "get rich really fast" but rather to "build things."
Even with OIRA clearance this month, the path to operational rules is lengthy:
Under standard APA timelines, this process takes six months to over a year. The earliest a final Regulation Crypto rule could become effective is mid-2027 at the earliest, per multiple legal analyses.
Bottleneck risk: The broker-dealer rule (RIN 3235-AN48) and ATS rule (RIN 3235-AN49) are interdependent. A firm cannot fully comply with custody rules if trading venue rules remain undefined, and vice versa. Sequential rather than parallel finalization of these rules would extend the effective timeline further.
The SEC's three-rule crypto package represents the most significant U.S. securities regulatory action directed at digital assets since the Commission first began applying the Howey test to token sales. The shift from enforcement-led policy to formal rulemaking changes the cost structure, predictability, and accessibility of regulatory compliance for the entire crypto industry.
The immediate question is narrow and procedural: does OIRA clear the lead proposal this month? The downstream consequences are not. If Regulation Crypto publishes as an NPRM in July, the SEC establishes the regulatory baseline that Congress must work around — or with. If it slips, the CLARITY Act's uncertain Senate path becomes the sole near-term variable.
For market participants, the economic calculus is straightforward. Formal rules, even imperfect ones, reduce regulatory uncertainty premiums, lower compliance cost variance across firm sizes, and create a planning horizon that enforcement-led regulation cannot provide. The question is no longer whether the U.S. will have crypto-specific securities rules, but when — and whether the SEC or Congress writes them first.