OCC Proposes Rule to Implement the GENIUS Act: Eight Things to Know

On February 25, 2026, the Office of the Comptroller of the Currency (“OCC”) published a Notice of Proposed Rulemaking (“NPRM”) to implement the Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”). If adopted, the proposal would establish a comprehensive regulatory framework for payment stablecoin activities under the OCC’s jurisdiction, including permitted payment stablecoin issuers (“PPSIs”)—subsidiaries of insured depository institutions approved to issue payment stablecoins, federal qualified payment stablecoin issuers, and state qualified payment stablecoin issuers—and foreign payment stablecoin issuers (“FPSIs”) subject to the OCC’s regulatory or enforcement authority. The GENIUS Act also contemplates separate rulemakings addressing anti-money laundering and sanctions compliance obligations for payment stablecoin issuers, which are expected to be proposed in subsequent releases and are not addressed in this NPRM.

The OCC is requesting comment on all aspects of the NPRM, including more than 200 questions pertaining to permissible PPSI activities, reserve assets, the licensing process, and capital, among other topics.

Comments must be submitted within 60 days after the date of publication in the Federal Register.

1. The OCC proposes to create a comprehensive licensing, supervisory, and enforcement framework for PPSIs and other payment stablecoin issuers subject to the OCC’s regulatory or enforcement authority.

Under the GENIUS Act, the types of entities that may be PPSIs are: subsidiaries of insured depository institutions approved to issue payment stablecoins, federal qualified payment stablecoin issuers (national trust companies, OCC-regulated nonbank entities, federal branches), and state qualified payment stablecoin issuers. The NPRM would create a regulatory framework for those PPSIs and FPSIs subject to the OCC’s jurisdiction in Part 15 of the OCC’s regulations. This framework includes detailed rules for obtaining OCC approval for a PPSI, as well as registration for a FPSI, and compliance requirements that apply to stablecoin issuers, custodians, and other regulated entities. In addition, the NPRM proposes an assessment framework under which payment stablecoin issuers subject to OCC supervision would be subject to assessment fees to fund the OCC’s oversight of payment stablecoin activities.

2. The NPRM implements—and interprets—the GENIUS Act’s prohibition on interest or yield.

Consistent with the GENIUS Act, the NPRM provides that a PPSI is prohibited from paying the holder of any payment stablecoin any form of interest or yield—whether in the form of cash, tokens, or other consideration—solely in connection with the holding, use, or retention of such payment stablecoin. The NPRM also interprets this statutory language to establish a rebuttable presumption designed to prevent indirect circumvention of the statutory prohibition on payment of interest or yield, including through white-label relationships with an affiliate or “related third party.”

For the purposes of the prohibition, the NPRM would define a “related third party” to include “any person paying interest or yield to payment stablecoin holders as a service (i.e., on behalf of the [PPSI]) and any person that the issuer issues payment stablecoins on behalf or under the branding of (i.e., persons that have entered [a] white-label relationship with the issuer).”

Under the proposed framework, the OCC would presume that a prohibited payment of interest or yield has occurred if a PPSI (1) has a “contract, agreement, or other arrangement” with an affiliate or related third party to pay interest or yield to that affiliate or third party, and (2) the affiliate or related third party (or an affiliate of such related third party) has a corresponding “contract, agreement, or other arrangement” to pay interest or yield to a holder of any payment stablecoin issued by the PPSI.

3. The NPRM would impose detailed reserve asset, diversification, and liquidity requirements on PPSIs under the OCC’s jurisdiction.

As required under the GENIUS Act, the NPRM would require a PPSI to maintain identifiable reserve assets on a one-to-one basis backing the “outstanding issuance value” of the PPSI’s payment stablecoins. For these purposes, the NPRM defines “outstanding issuance value” to mean the total consolidated par value of all payment stablecoins for which the PPSI has an obligation to convert, redeem, or repurchase for a fixed amount of monetary value, which generally reflects payment stablecoins in circulation and excludes stablecoins held by a PPSI but not yet issued or permanently removed from circulation. Reserve assets must be maintained at fair value in an amount at least equal to the outstanding issuance value at all times.

The NPRM specifies eight permissible reserve asset types, which generally track the GENIUS Act, and includes cash, demand deposits, U.S. Treasury securities with a remaining maturity of 93 days or less, and certain overnight repurchase and reverse repurchase arrangements backed by U.S. Treasury securities. Permissible reserve assets also include certain tokenized forms of otherwise permissible reserve assets, provided that such tokenized assets comply with applicable law and regulations. The OCC encourages PPSIs seeking clarity on whether a particular tokenized asset qualifies as a permissible reserve asset to consult with the agency.

Beyond asset eligibility, the NPRM would impose reserve asset diversification, deposit concentration, and interest rate risk management standards under two proposed frameworks. Under Option A of this standard in the NPRM, the OCC would adopt a principles-based diversification requirement, pursuant to which a PPSI would be required to maintain reserve assets that are sufficiently diverse to manage credit, liquidity, interest rate, and concentration risks, taking into account the PPSI’s business model and risk profile. Option A would also include a safe harbor under which a PPSI would be deemed to satisfy the diversification requirement if, on each business day, the PPSI maintains:

• At least 10 percent of its required reserve assets as deposits or insured shares payable upon demand, or money standing to the credit of an account with a Federal Reserve Bank;
• At least 30 percent of its reserve assets as deposits or insured shares payable upon demand, money standing to the credit of an account with a Federal Reserve Bank, or amounts receivable and due unconditionally within five business days on pending sales of reserve assets, maturing reserve assets, or other maturing transactions;
• No more than 40 percent of its reserve assets at any one eligible financial institution, whether as deposits or insured shares at any one insured depository institution, securities custodied at any one eligible financial institution, bilateral reverse repurchase agreements with any counterparty, or through other exposures;
• No more than 50 percent of the amount required to be immediately available liquidity (i.e., at least 10 percent of reserve assets held as deposits or insured shares payable upon demand, or money standing to the credit of an account with a Federal Reserve Bank) at any one eligible financial institution; and
• Reserve assets with a weighted average maturity of no more than 20 days.

Under Option B, these same quantitative benchmarks would apply as mandatory requirements for all PPSIs, rather than as a safe harbor.

4. The NPRM would require timely redemption of payment stablecoins.

Consistent with the GENIUS Act, the NPRM would require a PPSI to establish and publicly disclose policies and procedures providing for the “timely” redemption of payment stablecoins at par. Generally, a PPSI would be required to redeem a payment stablecoin no later than two business days following a valid redemption request; however, the OCC has proposed the two-business day timeframe as an “outer limit” on when a PPSI must redeem a payment stablecoin and indicates that a PPSI may elect to provide for more rapid redemption as a matter of business practice.

The NPRM also contemplates limited circumstances in which the period for “timely” redemption may be extended, including during periods of unusually high redemption demand or other exigent circumstances. More specifically, the NPRM would extend the “timely” redemption period to seven calendar days if a PPSI faces redemption demands in excess of 10 percent of its outstanding issuance value within a single 24‑hour period. In such circumstances, the PPSI would be required to notify the OCC within 24 hours, and the extension would be non‑discretionary, such that a PPSI may redeem outstanding or subsequent redemption requests prior to the expiration of the seven‑day period only if the OCC determines that the issuer has the ability to redeem sooner in an orderly, fair, and transparent manner, or the OCC otherwise notifies the PPSI that the extended redemption period no longer applies.

5. The NPRM would require customer notification following unauthorized access to sensitive information.

Pursuant to the OCC’s authority under the GENIUS Act to establish operational and information‑technology risk‑management standards, the NPRM would require a PPSI to implement policies and procedures to address incidents involving unauthorized access to “sensitive customer information,” including a customer’s private keys. Upon becoming aware of such an incident, a PPSI would be required to conduct a reasonable investigation to determine the likelihood that the information has been or will be misused.

If the PPSI determines that misuse has occurred or is reasonably possible, the PPSI would be required to notify affected customers and the OCC as soon as possible. A PPSI could delay customer notice, however, if an appropriate law enforcement agency determines that notification would interfere with a criminal investigation and provides the PPSI with a written request for the delay. Moreover, where a PPSI is unable to identify which specific customers’ information was accessed, the PPSI would be required to notify all customers in the affected group whose information may have been compromised.

6. The NPRM would impose detailed custody, segregation, and control requirements.

Pursuant to the GENIUS Act’s custody provisions, the NPRM would impose accounting, control, and safeguarding requirements on “covered custodians” that provide custodial or safekeeping services for “covered assets.” Covered assets would include payment stablecoin reserves, payment stablecoins used as collateral, private keys used to issue payment stablecoins, and any cash or other property received in connection with the provision of custodial or safekeeping services for such assets. Covered custodians would include national banks, federal savings associations, federal branches, and PPSIs to the extent they engage in custody activities subject to the proposed rule.

Among other things, the NPRM would impose minimum principles‑based requirements designed to ensure that covered assets are treated as customer property and protected from claims of the custodian’s creditors, as well as the creditors of any sub‑custodian, as applicable. Covered custodians would be required to maintain written policies, procedures, and internal controls commensurate with their size, complexity, and risk profile, and to separately account for covered assets. In addition, covered custodians would be required to maintain possession or control of covered assets that are held directly, including in a digital wallet for which the covered custodian controls the associated private keys.

The NPRM also addresses the use of omnibus accounts and sub-custodians. Covered custodians could commingle covered assets in omnibus accounts where consistent with applicable law and supported by adequate safeguards “to maintain safe and sound practices.” Where a covered custodian relies on a sub-custodian, the covered custodian would be required to maintain “adequate safeguards and internal controls reasonably designed” to oversee the sub-custodian’s compliance with applicable requirements.

7. The NPRM would establish a registration and supervision framework for FPSIs.

Consistent with the GENIUS Act, the NPRM would implement a framework under which a FPSI—an issuer of a payment stablecoin that is organized under the laws of, or domiciled in, a foreign country or a territory of the United States and that is not a PPSI—may rely on a statutory exemption from the GENIUS Act’s general prohibition on stablecoin issuance in the United States. In particular, a FPSI could rely on the exemption only if the issuer: (1) is subject to regulation and supervision by a “foreign payment stablecoin regulator” operating under a regime the Secretary of the Treasury has determined to be comparable to the GENIUS Act, (2) is registered with the OCC, (3) holds sufficient reserves in U.S. financial institutions to meet the demands of U.S. customers, and (4) is not domiciled in a comprehensively sanctioned jurisdiction or a jurisdiction designated by the Treasury Secretary as of primary money-laundering concern.

FPSIs would be subject to ongoing OCC supervision, including reporting and examination requirements. Among other obligations, FPSIs would be required to provide the OCC prompt and complete access to books and records, personnel, and other relevant information; submit periodic reports; and comply with U.S. requirements related to timely redemption and the prohibition on the payment of interest or yield to U.S. payment stablecoin holders. In addition, FPSIs would be required to provide regular reporting regarding U.S.-customer reserve holdings and to promptly notify and remediate any deficiency in reserves maintained in U.S. financial institutions.

8. The NPRM proposes capital requirements and an operational liquidity backstop.

Consistent with how the OCC evaluates and sets capital requirements for newly-chartered national trust banks under OCC Bulletin 2007-21, the NPRM would require a PPSI to maintain capital sufficient to support its ongoing operations, with capital requirements tailored to the PPSI’s business model and risk profile. At inception, a PPSI would be required to maintain capital equal to the greater of (1) the minimum amount specified in a de novo or other OCC approval order, or (2) a “floor of $5 million.” In addition, each PPSI would be required to establish and maintain a process for assessing capital adequacy on an ongoing basis, subject to supervisory review. Notably, the OCC states in the NPRM that, based on its experience chartering de novo national trust banks seeking to provide stablecoin programs, “minimum capital amounts ranging from $6.05 million to $25 million [have been] necessary to establish a viable business model.”

PPSIs would be required to maintain an “operational backstop” consisting of highly liquid assets generally sufficient to maintain operations of the stablecoin issuer during a business disruption and calculated based on the actual total expenses of the stablecoin issuer over the past 12 months. More specifically, the operational backstop would need to be held (1) in U.S. currency directly or at a Federal Reserve Bank; (2) as demand deposits at a U.S. insured depository institution, with those deposits fully insured by the Federal Deposit Insurance Corporation; or (3) in U.S. Treasuries that meet the requirements to qualify as reserve assets.

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