reports upon the OCC’s request regarding financial conditions, risk monitoring and control systems, and regulatory compliance.
Risk Management
In line with the requirements of the GENIUS Act, the OCC also proposes principles-based risk management standards that would be tailored to the business model and risk profile of Stablecoin Issuers. Stablecoin Issuers would be required to have internal controls and information systems providing for organizational structure, risk assessment, reporting, safeguarding, and monetization of assets and compliance. Stablecoin Issuers would also be expected to maintain risk management systems to evaluate and monitor earnings. The Proposed Rules would also require Stablecoin Issuers to have internal audit systems with specific enumerated features. Further, the Proposed Rules would require Stablecoin Issuers to ensure that transactions with insiders or affiliates are not excessive, do not pose significant risks of material financial loss, are conducted on the same or at least as favorable terms to comparable transactions with non-affiliates, and are appropriately documented and reviewed by the Stablecoin Issuer’s board of directors. The Proposed Rules would also require safeguards for secure handling of digital assets and require Stablecoin Issuers to implement a technology and security program for monitoring and controls over sensitive information.
Conclusion
The Proposed Rules represent the first set of substantive regulations—and perhaps the most important—to implement the GENIUS Act. While the Proposed Rules provide clarity in certain areas, the OCC has asked over 200 specific questions in the Proposing Release, including in areas that are likely to have significant competitive, product design and operational implications. The stablecoin market has rapidly expanded in recent years—from less than $30 billion in 2020 to over $300 billion currently—and there are expectations of continued growth, particularly as markets move towards round-the-clock trading and more market participants use stablecoins to settle transactions in digital assets (including tokenized securities). The regulatory environment also continues to be favorable for payment stablecoins and other digital assets. 28 Accordingly, we expect significant engagement with the OCC on the Proposed Rules from market participants, including stablecoin issuers, digital asset exchanges, banking organizations and asset managers. Interested parties should carefully review the Proposing Release and consider the impact of the Proposed Rules on their current and future business plans.
Comments must be received by May 1, 2026.
28 See, e.g., Two Steps Forward for Broker-Dealers Holding Payment Stablecoins, Dechert OnPoint (Feb. 23, 2026) (discussing SEC Staff guidance that provides favorable net capital treatment for payment stablecoins held by broker- dealers); SEC Staff Maps Tokenization Models: Tokenized Securities are Still Securities; Models Matter, Dechert OnPoint (Feb. 25, 2026) (discussing SEC Staff joint statement offering guidance on how the federal securities laws apply to tokenized securities); Agencies Clarify the Capital Treatment of Tokenized Securities, OCC Press Release (March 5, 2026) (joint statement by federal bank regulatory agencies clarifying that an eligible tokenized security should generally receive the same capital treatment as the non-tokenized form of the security under the capital rule).
March 2026 / Page 16
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