OCC Finalizes Rule to Implement the GENIUS Act and Issues Application and Reporting Guidance: Key Takeaways

On October 21, 2026, the Office of the Comptroller of the Currency (“OCC”) issued a final rule implementing the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) with respect to the issuance of payment stablecoins and certain related activities by entities subject to the OCC’s jurisdiction. The OCC also issued guidance regarding the application and waiver processes under the GENIUS Act and published revised weekly and quarterly reporting forms and instructions for permitted payment stablecoin issuers (“PPSIs”) and foreign payment stablecoin issuers. The final rule will take effect on January 18, 2027.

The OCC’s final rule is one component of the broader regulatory framework for PPSIs. Other aspects of that framework remain subject to separate rulemakings, including (i) proposed requirements issued by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) and Office of Foreign Assets Control (“OFAC”) relating to anti-money laundering and countering the financing of terrorism (“AML/CFT”) and economic sanctions compliance, as discussed in our prior client alert; (ii) proposed customer identification program (“CIP”) requirements for PPSIs issued by FinCEN, the federal banking regulators, and the National Credit Union Administration, as discussed in a separate client alert; (iii) licensing requirements for PPSIs that would be supervised by the Board of Governors of the Federal Reserve System and Federal Deposit Insurance Corporation; and (iv) proposed principles for determining whether state regimes for regulated stablecoins are substantially similar to the federal framework, as administered by the U.S. Department of the Treasury.

Below, we discuss key aspects of the final rule and related implementation guidance, with a particular focus on notable changes from the OCC’s proposed rule (which we discussed in a prior client alert), the requirements applicable to PPSIs, and considerations for entities seeking to become PPSIs.

1. The final rule establishes a standalone OCC regulatory framework for PPSIs and adopts an exclusive list of permitted activities.

The final rule establishes a regulatory framework in a new Part 15 of the OCC’s regulations for PPSIs and other entities subject to the OCC’s regulatory or enforcement authority under the GENIUS Act. Among other things, Part 15 addresses PPSI activities, reserve assets, redemption, risk management, reporting and supervision, custody, applications and registrations, and capital and operational backstop requirements. The final rule also confirms that tokenized deposits are not payment stablecoins because the definition of “payment stablecoin” excludes deposits, including deposits recorded using distributed-ledger technology. The final rule separately amends the OCC’s regulations governing capital, prompt corrective action, assessments, and rules of practice and procedure to account for PPSIs and payment stablecoin activities.

The final rule provides that a PPSI may engage only in the activities enumerated in the rule, activities that directly support its payment stablecoin issuance, redemption, reserve-management, and custodial or safekeeping activities, and certain other activities authorized under applicable law. The enumerated activities include issuing and redeeming payment stablecoins; managing related reserves; providing custodial or safekeeping services for payment stablecoins, reserve assets, or private keys; charging fees associated with purchasing or redeeming payment stablecoins; acting as principal or agent with respect to payment stablecoins; and paying fees to facilitate customer transactions. The final rule also expressly permits, subject to specified conditions, certain activities that are not enumerated in the proposed rule, including holding limited amounts of non-payment-stablecoin digital assets as principal to pay fees or test distributed-ledger platforms, establishing trust or collateral arrangements for reserve assets for the sole benefit of payment stablecoin holders, and managing foreign-exchange risk with prior OCC approval.

In addition, the final rule permits a PPSI to conduct its enumerated and directly supporting issuance, redemption, reserve management, and custodial or safekeeping activities through third parties. The OCC declined, however, to provide a comprehensive list of activities that would qualify as directly supporting a PPSI’s enumerated activities or to establish a separate approval process for such activities. Instead, the OCC indicated that it would address interpretive questions as they arise. The OCC also noted that a PPSI may qualify as a digital asset service provider and, if so, must comply with the requirements applicable to both PPSIs and digital asset service providers.

2. The final rule provides greater flexibility for reserve management while maintaining liquidity and diversification requirements.

Consistent with the GENIUS Act, the final rule requires a PPSI to maintain identifiable reserve assets that are segregated from, and not commingled with, the PPSI’s other assets and that at all times have a value equal to or greater than the PPSI’s outstanding issuance value. Eligible reserve assets include:

• U.S. coins and currency and balances maintained at a Federal Reserve Bank;
• Demand deposits, other deposits that may be withdrawn upon request at any time, and funds held as insured shares at insured depository institutions;
• U.S. Treasury securities with a remaining maturity of 93 days or less;
• Money received under qualifying repurchase agreements and qualifying reverse repurchase agreements, each with a maturity no longer than overnight;
• Securities issued by certain registered investment companies that invest solely in permissible reserve assets;
• Other similarly liquid Federal Government-issued assets approved by the OCC; and
• Tokenized forms of certain permissible reserve assets.

The OCC also confirmed that eligible investment company securities may include shares of qualifying registered exchange-traded funds, but not securities issued by funds that invest in other funds. In addition, Treasury floating-rate notes, Treasury Inflation-Protected Securities, and Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) may qualify as reserve assets if they have a remaining maturity of 93 days or less.

With respect to reserve asset diversification, the OCC adopted a hybrid approach that combines principles-based requirements with a limited set of quantitative minimum requirements. In particular, a PPSI must maintain reserve assets that are sufficiently diverse to manage potential credit, liquidity, interest rate, and price risks and must measure and manage the risks associated with concentrating reserve assets at one or a small number of eligible financial institutions. The appropriate degree of diversification will depend on the PPSI’s business model, risk profile, and reserve portfolio. Although the OCC expects all PPSIs to maintain multiple types of reserve assets, it recognizes that PPSIs with less complex business models and lower risk profiles may be able to maintain less diverse reserve portfolios than larger or more complex issuers. Depending on its risk profile and other relevant factors, a PPSI also may need to maintain reserve assets in excess of its outstanding issuance value or the rule’s quantitative liquidity minimums.

3. The final rule eliminates the proposed automatic redemption extension and clarifies the two-business-day redemption requirement.

The final rule retains the requirement that a PPSI redeem payment stablecoins no later than two business days after a requested redemption. The OCC describes the two-business-day period as a ceiling: a PPSI may redeem sooner, but not later, absent an extension or other limitation imposed by the OCC. A “business day” is any day other than a Saturday, Sunday, or federal holiday, and the redemption period begins when the PPSI receives a redemption order from a customer. However, if the PPSI has onboarding procedures reasonably designed not to unduly delay the onboarding of retail or other customers, including during periods of stress, the period does not begin until the customer has been successfully onboarded and all other legal conditions necessary for redemption have been satisfied.

The final rule also narrows the definition of “customer” to a person that purchases products or services directly from a PPSI or requests directly from the PPSI that it convert, redeem, or repurchase a payment stablecoin. Accordingly, a holder that acquires a payment stablecoin from a third-party distributor that does not act as the PPSI’s agent, including a distributor associated with the payment stablecoin through a white-label arrangement, would not become the PPSI’s customer unless and until the holder seeks to redeem the payment stablecoin directly from the PPSI or otherwise purchases a product or service directly from it. Consistent with this distinction, the final rule requires specified redemption disclosures to be readily noticeable and understandable to all payment stablecoin holders, including those who are not customers.

The final rule also clarifies that redemption is complete when the PPSI has fully processed and initiated the outgoing transfer of monetary value to the customer or the customer’s financial institution or, at the customer’s request, credited the monetary value to the customer’s account with the PPSI. Because the redemption period ends when the PPSI initiates the outgoing transfer rather than when the customer receives the funds, the OCC declined to provide a longer period for cross-border redemptions. The OCC also will not require a PPSI to redeem a payment stablecoin to the extent doing so would cause the PPSI to violate other applicable law, including applicable Bank Secrecy Act (“BSA”) or economic sanctions requirements. A PPSI’s publicly disclosed redemption policy must contain information addressing the following topics:

• Redemption timeframes: The timeframe in which the PPSI will redeem payment stablecoins, including the two-business-day redemption requirement;
• Limitations on timely redemption: A statement explaining the circumstances in which the two-business-day redemption requirement does not apply;
• Extensions: A statement explaining the circumstances in which the redemption period may be extended;
• Redemption procedures: Clear instructions for redeeming payment stablecoins, including a link to the applicable redemption website(s); and
• Minimum redemption amount: The minimum number of payment stablecoins, if any, that the PPSI will redeem, provided that a PPSI must permit redemption of any amount equal to or greater than one payment stablecoin, subject to appropriate customer screening and onboarding.

Notably, the final rule eliminates the proposal’s automatic extension of the redemption period to seven calendar days when redemption requests exceeded 10 percent of a PPSI’s outstanding issuance value during a single 24-hour period. The OCC agreed with commenters that an automatic extension could be procyclical and could trigger or exacerbate runs. Under the final rule, a PPSI that receives redemption requests exceeding 10 percent of the outstanding issuance value of any brand of payment stablecoin it issues during a single 24-hour period must notify its OCC supervisory office within 24 hours. The PPSI may, but is not required to, request an extension, which the OCC may grant or deny or supplement with other discretionary limitations on timely redemption. The OCC expects to use this authority sparingly and expects redemption extensions to be rare.

4. The final rule drops the proposed rebuttable presumption for certain interest and yield payments but retains anti-evasion authority.

Consistent with the GENIUS Act, the final rule prohibits a PPSI from paying a payment stablecoin holder any form of interest or yield, whether in cash, tokens, or other consideration, solely in connection with the holding, use, or retention of a payment stablecoin. The final rule does not define the terms “interest,” “yield,” or “pay.” The final rule describes “interest” and “yield” as broad terms having their generally understood meanings and indicates that the agency will apply principles of statutory interpretation in light of the facts and circumstances of a particular arrangement. The final rule states that “[i]nterest does not stop being interest merely because it is given a different name.” At the same time, the OCC interprets the term “solely” according to its plain meaning, such that payments made for reasons other than holding, using, or retaining a payment stablecoin are not prohibited. Accordingly, transaction-based payments are not prohibited if they do not constitute interest or yield or are not made solely in connection with the holding, use, or retention of a payment stablecoin, which is a “fact-specific inquiry.”

The OCC eliminated the proposal’s rebuttable presumption for certain arrangements involving affiliates and related third parties. Under the proposed rule, the OCC would have presumed that a PPSI violated the yield prohibition if the PPSI had an arrangement to pay interest or yield to an affiliate or related third party that, in turn, arranged to pay interest or yield to holders of the PPSI’s payment stablecoins solely in connection with their holding, use, or retention of those stablecoins. The OCC concluded that, in a “nascent market,” the presumption could be both “overinclusive and underinclusive.” Nevertheless, the OCC retains authority to address evasion of the yield prohibition, and the final rule separately prohibits any activity that evades Section 4 of the GENIUS Act or Part 15 of the OCC’s regulations, as determined by the OCC. For example, interest or yield paid by an agent on a PPSI’s behalf remains within the prohibition. The OCC also will look to the substance of a payment “nominally” made for another purpose to determine whether the PPSI was, in substance, paying interest or yield solely in connection with the holding, use, or retention of a payment stablecoin.

The OCC declined to adopt categorical safe harbors for de minimis payments, decentralized finance arrangements, arrangements subject to the federal securities laws, white-label arrangements, or payments for services, although it noted that bona fide service payments generally would fall outside the prohibition absent contrary facts. The OCC also declined to presume that rewards programs predating the GENIUS Act comply with the prohibition. Instead, the OCC will evaluate particular arrangements based on their facts and circumstances.

5. The final rule adds stress-testing, liquidity, foreign-exchange, and affiliate-transaction risk-management requirements.

The final rule balances a reduction in quantitative liquidity requirements with enhanced principles-based requirements governing liquidity and reserve-asset monetization. A PPSI must manage liquidity and concentration risk in a manner appropriate to its business model and risk profile and demonstrate the operational capability to access and monetize its reserve assets to meet redemptions under both normal and adverse economic, liquidity, market, and interest-rate conditions. In doing so, a PPSI must consider, among other factors, market access, financing channels, haircut assumptions, and operational readiness. Depending on its size, risk profile, business model, activities, and operations, a PPSI may need to maintain multiple methods of monetizing its reserve assets or periodically conduct actual monetization transactions. A PPSI may, however, be able to demonstrate its monetization capability through transactions conducted in the ordinary course of its business, including in connection with stablecoin redemptions.

The final rule also requires a PPSI to ensure that its reserve portfolio, taken as a whole, can support timely redemption under normal and stressed conditions, including by analyzing a range of redemption scenarios. A PPSI must regularly stress test its reserve portfolio to confirm that the value of its reserve assets will continue to equal or exceed its outstanding issuance value under stressed conditions, including significant interest-rate increases. To ensure that its reserve asset value equals or exceeds its outstanding issuance value at all times, a PPSI also may need to maintain a buffer of reserve assets in excess of its outstanding issuance value. The final rule does not prescribe a particular buffer. A PPSI holding only immediately available liquidity may require little or no buffer, while a PPSI with a longer-duration reserve portfolio may require a more substantial buffer.

In addition, the final rule adds foreign-exchange risk management as a permitted activity and establishes requirements for a PPSI that issues a payment stablecoin denominated in a currency other than the U.S. dollar. Such a PPSI must hedge any residual foreign-exchange risk identified through its monetization and stress-testing processes so that it retains no more than minimal foreign-exchange risk. It may not take anticipatory positions or maintain residual positions in foreign-exchange instruments, except as necessary to establish or unwind a hedging position in an orderly manner, or use foreign-exchange risk management to speculate on, among other things, the appreciation or depreciation of any national currency. The PPSI also must maintain policies and procedures addressing associated risks, including margin, counterparty, and basis risks. Before engaging in foreign-exchange risk management, the PPSI must notify its OCC supervisory office, obtain the OCC’s approval, and thereafter comply with any limits or conditions imposed by the OCC. Because foreign-exchange derivatives do not qualify as reserve assets, their fair value does not count toward reserve asset value, and a PPSI therefore may need to maintain a buffer of eligible reserve assets to ensure that its non-U.S.-dollar-denominated payment stablecoins remain fully reserved.

Finally, the final rule imposes requirements on transactions between a PPSI and its insiders or affiliates. Such transactions, alone or in the aggregate, may not be quantitatively detrimental to the PPSI in light of its business model or pose significant risks of material financial loss and generally must be conducted on terms at least as favorable to the PPSI as those prevailing for comparable transactions with non-insiders or non-affiliates. The PPSI also must appropriately document the transactions, obtain board review, and monitor and validate compliance with these requirements. The “quantitatively detrimental” standard replaces the proposal’s prohibition on “excessive” transactions. The OCC indicated that transactions conducted in compliance with Sections 22(g), 22(h), 23A, and 23B of the Federal Reserve Act and Regulations O and W likely would not be quantitatively detrimental to the PPSI.

6. The final rule revises the proposed capital framework, addresses bank parent capital treatment, and retains a separate operational backstop requirement.

a. Capital Requirements and Bank Parent Treatment

The final rule simplifies the proposed capital framework by measuring a PPSI’s capital as its total equity accounts under U.S. generally accepted accounting principles (“GAAP”), less specified deductions for goodwill, other intangible assets, deferred tax assets net of valuation allowances, and the equity-funded portion of its operational backstop requirement. The OCC retained individualized minimum capital requirements and will consider factors consistent with OCC Bulletin 2007-21, Supervision of National Trust Banks: Revised Guidance: Capital and Liquidity. A de novo PPSI generally must hold, for 36 months, the greater of the amount specified in its OCC licensing or chartering conditions, or $5 million. On an ongoing basis, a PPSI must maintain capital commensurate with its risks, maintain a process for assessing its overall capital adequacy in relation to its business model and risk profile, and hold at least $5 million. The $5 million floor therefore applies throughout a PPSI’s life, not only during the de novo period.

The final rule also largely adopts the proposed amendments to the OCC’s bank capital rule in 12 C.F.R. Part 3 for insured national banks and federal savings associations that consolidate PPSIs. A bank that consolidates a PPSI must deconsolidate the PPSI for regulatory capital purposes, deduct from common equity tier 1 capital any undistributed positive retained earnings originating from the PPSI, and exclude its investment in and receivables from the PPSI from its risk-weighted assets and leverage calculations. In a change from the proposal, the bank must add back its share of any PPSI losses so that those losses do not also reduce the bank’s regulatory capital. The OCC declined to require capital maintenance agreements and does not expect a parent bank to serve as a source of strength for a PPSI subsidiary. An uninsured national trust bank, whether or not it is a PPSI, may elect, with prior OCC approval, to comply with the Part 15 capital framework in lieu of Part 3.

b. Operational Backstop and Consequences of Noncompliance

Separate from minimum capital, a PPSI must maintain an operational backstop consisting of specified liquid assets equal to 12 months of total expenses. The backstop must be separately identified from the PPSI’s reserve assets and other assets. With prior written OCC approval, a PPSI may exclude one-time expenses wholly unrelated to its continuing operations, although ordinary expenses such as equipment, software, and employee compensation generally do not qualify. A PPSI also must include the reasonable cost of shared services provided by affiliates, regardless of whether it reimburses them. The OCC declined to reduce the backstop for PPSIs that are bank subsidiaries or have parent liquidity arrangements. Qualifying debt may fund up to 50 percent of the backstop, subject to specified subordination, funding, maturity, call, and phaseout requirements. To prevent double counting, the PPSI must deduct from capital the portion of the backstop not funded with qualifying debt.

A PPSI must comply with its minimum capital and operational backstop requirements at all times, notify the OCC within 24 hours of any shortfall, and publicly report each quarter whether it complied throughout the quarter. A PPSI that remains noncompliant at quarter-end generally may not issue new payment stablecoins beginning the following month. If noncompliance continues through two consecutive quarter-ends, the PPSI must begin liquidating reserve assets and redeeming its outstanding payment stablecoins without charging redemption fees and may not issue additional payment stablecoins. The OCC may permit a PPSI to continue operating after using backstop assets to address a temporary disruption or other operational event if the PPSI provides the required notice and submits a viable plan within seven days to restore compliance within 90 days.

7. PPSIs will be subject to detailed weekly and quarterly reporting requirements, with revised reporting forms subject to public comment.

The final rule requires each PPSI to submit confidential weekly reports to the OCC for each payment stablecoin it issues, as well as quarterly reports regarding its financial condition. Together with the final rule, the OCC published revised versions of Form PS-01, the weekly Payment Stablecoin Activity and Reserve Report, and Form PS-02, the quarterly Report of Condition and Income, with corresponding instructions, for an additional 30-day public-comment period. Subject to approval by the Office of Management and Budget, the first Form PS-01 will be due on January 27, 2027, and the first Form PS-02, covering the quarter ending March 31, 2027, will be due by April 30, 2027.

Form PS-01 will collect detailed information regarding each payment stablecoin issued by a PPSI, including daily issuance and redemption activity, secondary-market pricing, liquidity measures, concentrations, and reserve-asset holdings. The reporting period runs from Tuesday through the following Monday, with submissions due every Wednesday by 5:00 p.m. Eastern time. A PPSI that, together with its affiliates, has less than $1 billion in outstanding issuance value, is not subject to a formal enforcement proceeding or order, and complies with applicable reserve and reporting requirements may report certain reserve-asset schedules only as of the final day of the reporting period. It must continue to provide daily information on Schedules A through C, however, and the OCC may require full daily reporting based on supervisory needs.

Form PS-02 will collect quarterly information regarding a PPSI’s income, balance sheet, off-balance-sheet exposures, capital, operational backstop, and operations. All PPSIs must submit Form PS-02, including those that are, or are subsidiaries of, Call Report filers. Although the OCC acknowledged some overlap, it explained that Call Reports address the financial condition of a bank, while Form PS-02 addresses the financial condition of a PPSI, and indicated that it will reassess the framework after implementation. Form PS-02 generally will be publicly available, although the OCC may grant confidential treatment in limited circumstances upon a compelling showing of likely substantial competitive harm.

8. The OCC details the PPSI application process but is not yet accepting applications.

a. Application Materials

Each proposed director, executive officer, and principal shareholder must submit the Interagency Biographical and Financial Report (“IBFR”), and the applicant must submit a Corporate Background and Financial Report, as applicable. The Corporate Background and Financial Report is new in the final rule, but not new to OCC de novo national bank application processes, and is intended to provide the OCC with information concerning entities that are or will be principal shareholders. The OCC also clarifies that persons who qualify as principal shareholders through indirect ownership or control must submit an IBFR. The final rule and accompanying OCC guidance do not identify a process for seeking waivers of particular IBFR requirements.

Applicants must certify that their filings contain no material misrepresentations or omissions, and must certify whether Section 4(a)(12) of the GENIUS Act, which imposes additional requirements on certain non-financial-services public companies, applies to them. An application must be fully responsive to the prescribed form and provide sufficient detail regarding, among other matters:

• The proposed business plan and management team;
• Reserve assets;
• Issuance and redemption processes;
• Risk management, capital, and liquidity;
• Any shared-services model;
• BSA/AML and economic sanctions compliance;
• Third-party, enterprise, and compliance risk management; and
• Audit functions.

b. Approval Factors

In determining whether to approve, conditionally approve, or deny an application, the OCC will consider the following factors:

1. The applicant’s financial condition and resources to meet the requirements for issuing payment stablecoins;
2. Whether any officer or director has been convicted of a felony offense involving insider trading, embezzlement, cybercrime, money laundering, financing of terrorism, or financial fraud;
3. The competence, experience, integrity, and record of compliance with laws and regulations of the officers, directors, and principal shareholders of the applicant, its subsidiaries, and parent companies, including their ability to fulfill any commitments or conditions imposed by the OCC in connection with the PPSI application or any prior application;
4. Whether the applicant’s redemption policy meets the requirements under § 15.12; and
5. The applicant’s ability to conduct its proposed activities safely and soundly, including whether its proposed structure adequately addresses run risk and ensures its ability to redeem payment stablecoins.

The fifth factor is new in the final rule. The final rule also expressly permits conditional approval but does not adopt the two-step preliminary and final approval process generally used for de novo national banks. Once approved or conditionally approved, a PPSI may begin operations subject to any conditions imposed by the OCC, which may include a requirement to notify the OCC before significantly deviating from its business plan.

c. Application Process and Timing

The OCC will begin accepting applications and associated waiver requests after the Office of Management and Budget approves the information collection associated with the application forms, and will announce the opening of the submission process by press release. Once available, stablecoin issuers may submit PPSI applications through the process described on the GENIUS Act landing page.

The OCC declined to require prefiling meetings or publish an application checklist. Instead, the OCC plans to update the Comptroller’s Licensing Manual in the near future to address the policies and procedures applicable to PPSI applicants. Applicants may request a prefiling meeting with OCC staff, and the OCC encourages them to review the updated manual and related publications before doing so.

The OCC will notify an applicant within 30 days whether its application is substantially complete. If the application is incomplete, the OCC will identify the missing information and respond within 30 days after receiving supplemental materials. An application that remains incomplete 60 days after the OCC’s initial notice will be returned without a decision. A substantially complete application is deemed approved on the 120th day after receipt unless the OCC denies it before that time. For applications submitted before the GENIUS Act’s January 18, 2027 effective date, the 120-day period will not begin until that date. A denied applicant may appeal, and denial does not preclude the submission of a subsequent application.

The OCC may also nullify the approval of an application if it discovers a material misrepresentation or omission in any information provided to the OCC, if the decision is contrary to law or regulation, or if the decision was granted due to clerical or administrative error or a material mistake of law or fact. Before doing so, the OCC will provide the applicant with notice and an opportunity to present its views, including through a written submission opposing the intended nullification.

9. Existing U.S. stablecoin issuers may seek transitional waivers while their applications are pending.

Beginning on January 18, 2027, a person generally must be approved as a PPSI before issuing payment stablecoins in the United States (the “Prior Approval Requirement”). Existing stablecoin issuers currently operating in the United States risk violating the Prior Approval Requirement if such issuers continue to issue stablecoins while waiting for approval. Recognizing that this result could disrupt existing issuers, stablecoin holders, and the broader stablecoin market, the OCC incorporated the waiver authority provided by Section 5(f) of the GENIUS Act into § 15.30(g) of the final rule. Under that provision, qualifying existing U.S. issuers with substantially complete PPSI applications pending with the OCC on or before January 18, 2027, may request in writing a waiver of the Prior Approval Requirement or another requirement of the GENIUS Act or Part 15 for up to 12 months beginning on that date. The OCC generally expects to grant waivers of the Prior Approval Requirement to existing issuers operating in the United States unless its review identifies more compelling reasons for denial.

The OCC has signaled, however, that waivers of other requirements will be limited. Although a qualifying applicant may request a waiver of another requirement that it cannot satisfy by the GENIUS Act’s effective date, the OCC has not identified compelling, generally applicable reasons for granting such relief, noting that issuers have had 18 months since the Act’s enactment to prepare for compliance. The OCC similarly has not identified generally applicable reasons to grant waivers to issuers or prospective issuers that are not currently operating in the United States. The OCC will evaluate each request on its merits, retains discretion to determine which provisions to waive, and expects to limit any waiver to the period necessary to address the circumstances supporting the relief. It also does not anticipate that issuers generally will require the full 12-month waiver period, and the grant of a waiver will not prevent the OCC from denying the related PPSI application.

A waiver request should explain the basis for the request, identify the requirements for which relief is sought, describe the potential disruption to existing operations, and provide the applicant’s plan for achieving compliance. Applicants will submit waiver requests through the procedures described on the OCC’s GENIUS Act landing page. The OCC is not yet accepting applications or waiver requests and will begin doing so after the Office of Management and Budget approves the information collection associated with the application forms.

Because eligibility depends on having a substantially complete application pending by January 18, 2027, qualifying issuers should be prepared to submit complete applications and waiver requests as soon as practicable after the submission process opens. The OCC has stated that it will act on waiver requests in a timely manner and generally by January 18, 2027.

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For more information about the final rule and related implementation guidance, please contact the members of Covington’s Financial Services practice.