Key Points

• The OCC's final rule implements the GENIUS Act payment stablecoin framework, setting reserve, redemption, capital, custody, licensing and reporting standards for bank, nonbank and foreign stablecoin issuers.
• The final rule drops the proposed rebuttable presumption on stablecoin yield and interest, leaving third-party rewards programs, exchange incentives and white-label arrangements to case-by-case review under the statutory yield ban.
• Stablecoin issuers should prepare substantially complete OCC applications and waiver requests now to keep issuing after the GENIUS Act takes effect on January 18, 2027.

A Federal Baseline Arrives

On Oct. 21, 2026, the Office of the Comptroller of the Currency issued its final rule implementing the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act. The release runs more than 700 pages, and it is the first completed federal rulebook for payment stablecoin issuance in the United States.

That matters well beyond the OCC’s own perimeter. The agency’s framework covers national bank subsidiaries, federal savings associations, federal branches, nonbank federal qualified issuers, certain state qualified issuers and foreign issuers. Other federal regulators have built their GENIUS Act proposals around the OCC’s standards, and state regimes — which must meet or exceed the federal framework to be certified — have been directed to benchmark against it. New York’s proposed Part 202, for example, cross-references the OCC’s Part 15 directly.

The rule addresses every regulation the OCC must write under the GENIUS Act except Bank Secrecy Act, anti-money laundering and OFAC sanctions requirements, which will come in a separate rulemaking coordinated with Treasury. The OCC received hundreds of comments on its proposal, which was published in the Federal Register on March 2, 2026, and continued accepting late comments through July 1, 2026.

If you are a stablecoin issuer, a bank considering an issuance subsidiary, an exchange or wallet provider running a rewards program, or a foreign issuer serving U.S. customers, here is what happened and what you should be doing about it.

The Yield Presumption Is Gone

The GENIUS Act bars issuers from paying holders any form of interest or yield solely in connection with holding, using or retaining a payment stablecoin. The OCC’s proposal would have gone further, presuming that certain issuer arrangements with affiliates or “related third parties” that passed yield through to holders were prohibited — unless the issuer could rebut the presumption with written materials.

The proposal drew fire from both directions. Fintech and crypto commenters argued it exceeded the statute, which they said reflected a deliberate congressional choice not to ban indirect payments. Banking groups argued it did not go far enough and warned that yield-bearing stablecoins could drain deposits, particularly from community banks.

The final rule eliminates the presumption entirely. The OCC concluded that, in a nascent market, the presumption could be both overinclusive and underinclusive — sweeping in legitimate arrangements while implying that anything outside it was safe — and that forcing arrangements through a rebuttal process would impose burden without commensurate benefit.

What Replaced It

Rather than a bright-line test, the OCC will apply the statutory text to the facts of each arrangement. It declined to publish lists of permitted or prohibited structures and declined to define “interest,” “yield” or “pay,” reasoning that definitions could invite structures designed around them. Instead, it will monitor arrangements through application review and ongoing supervision, take action where it finds violations or evasion, and publish guidance as its experience develops — with a possible future rulemaking to clarify the prohibition.

The preamble still offers meaningful signals:

• Substance over labels. Interest does not stop being interest because it is called a reward.
• Agents count. Yield paid by an agent on the issuer’s behalf, or an issuer simply paying another entity to make a payment it could not make directly, falls within the prohibition.
• “Solely” has teeth — in both directions. Payments made for reasons other than holding, using or retaining the stablecoin are outside the statute, but the OCC will look through nominal purposes designed to evade it.
• Transaction-based rewards are fact-specific. They are not prohibited per se, but they are not exempt either.
• Bona fide services payments generally are not prohibited, absent facts to the contrary.
• Deposits are out. Interest on deposits, including tokenized deposits, is not covered.
• No grandfathering, no de minimis exemption, no white-label or securities safe harbor. Rewards programs that predate the GENIUS Act will be evaluated the same as new ones.

Importantly, the OCC emphasized that it retains its full anti-evasion authority under the Act. Dropping the presumption is not a green light; it shifts the analysis from a rule-text exercise to a supervisory one. The open question — how the rule applies to exchange-offered stablecoin rewards and other intermediary incentives — remains unresolved and will likely be answered one application and one exam at a time.

Congress Is Still in the Picture

The yield question has also been a central fault line in the stalled crypto market structure legislation known as the Clarity Act, which would have targeted stablecoin arrangements functionally equivalent to bank deposits. The OCC said that if Congress amends the GENIUS Act or passes related legislation, it will evaluate whether its rule needs to change.

Licensing, Waivers and an Approaching Deadline

Beginning January 18, 2027, issuing a payment stablecoin in the United States without approval as a PPSI carries criminal penalties. The GENIUS Act has no built-in transition for existing issuers, so the OCC’s companion guidance (Bulletin 2026-51) is critical:

• Waivers for existing issuers. Issuers currently operating in the U.S. with a substantially complete application pending on or before January 18, 2027 may request a waiver, and the OCC generally expects to grant waivers of the prior approval requirement. Waivers may last no more than 12 months.
• Narrow beyond that. The OCC has not identified generally applicable reasons to waive other requirements, noting issuers have had 18 months to prepare, and does not expect to grant waivers to prospective issuers not already operating in the U.S.
• Timing. The OCC will begin accepting applications and waiver requests after OMB approves the application forms and will announce the start date separately. It will tell applicants within 30 days whether an application is substantially complete and aims to act within 120 days after that determination.
• Structural flexibility. A single entity may issue multiple stablecoin brands, the same brand may be deployed across multiple blockchains without separate applications, and the OCC will seek to minimize burden for multi-SPV structures.

Note that the application is not the only filing some issuers will need. An entity seeking to issue as an uninsured national bank, for example, must apply separately for a charter under 12 CFR Part 5.

Reserves, Capital and Reporting

Beyond yield, the final rule gives issuers more flexibility in reserve asset management while preserving core liquidity, diversification and concentration requirements. It confirms that issuers may use investment advisers, asset managers and separately managed accounts, permits collateral trustee arrangements for the sole benefit of holders (subject to conditions), and pre-approves repurchase agreements on Treasury bills with maturities of 93 days or less.

Capital and operational backstop requirements are more detailed than proposed, though the OCC says they are consistent with the proposal, and the capital elements have been simplified. The rule does not change the scope of consumer protection laws that apply to PPSIs.

The OCC also published revised weekly and quarterly reporting forms (Bulletin 2026-52). Subject to OMB approval, weekly reporting would begin with the January 25, 2027 report date and quarterly reporting with the March 31, 2027 report date. Comments on the revised forms, and on the application information collection, are due 30 days after Federal Register publication.

What This Means for You

If you are an existing stablecoin issuer, the practical deadline is not January 18 — it is the day the OCC opens its application window. A substantially complete application on file before the effective date is the gateway to a waiver. Build your business plan, reserve, redemption, risk management and BSA/AML materials now.

If you run, partner on or fund a stablecoin rewards program, stress-test it against the preamble’s principles. Document the business purpose of every payment flow, who funds it and who controls it. Assume examiners will ask.

If you are a bank exploring a stablecoin subsidiary, the final rule largely aligns bank and nonbank requirements and avoids duplicative capital treatment for bank-owned issuers, but your application will be judged on operational readiness, not just a compliance roadmap.

If you are a state-regulated or foreign issuer, the OCC’s rule is now the benchmark your regulator — and Treasury’s comparability analysis — will be measured against.

Looking Ahead

The OCC has said plainly that this rulebook will evolve as the market matures and as it gains supervisory experience. Watch for the BSA/AML rulemaking, the opening of the application window, rules from the other federal stablecoin regulators and whatever Congress does next on market structure.

But the direction is now set. The federal stablecoin framework is final, and the hardest questions — especially on yield — will be resolved in supervision rather than in rule text. Issuers that engage early will help shape how those questions get answered.

For more information on this topic, contact Stephen A. Aschettino at saschettino@foxrothschild.com.

This information is intended to inform firm clients and friends about legal developments, including the decisions of courts and administrative bodies. Nothing in this alert should be construed as legal advice or a legal opinion. Readers should not act upon the information contained in this alert without seeking the advice of legal counsel. Views expressed are those of the authors and not necessarily this law firm or its clients.