Conditional Approval 1359: Ripple National Trust Bank
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Chartering, Organization and Structure
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December 12, 2025
Brian Spahn
Senior Director, Regulatory Compliance
Ripple Labs Inc.
600 Battery Street
San Francisco, California 94111
Re: Application to Charter Ripple National Trust Bank, New York, New York
(Proposed) and Request to Waive Residency Requirements (collectively,
Application)
OCC Control Number 2025-Charter-342347
OCC Control Number 2025-Waiver-342476
Proposed Charter Number: 25364
Dear Mr. Spahn:
The Office of the Comptroller of the Currency (OCC) has reviewed your Application to
establish a new national trust bank, which will engage in operations of a trust company
and activities related thereto, including fiduciary activities, with the title of Ripple
National Trust Bank, New York, New York (Bank). The OCC hereby grants preliminary
conditional approval of your charter application upon determining that your proposal
meets certain regulatory and policy requirements.1
This preliminary conditional approval is granted based on a thorough evaluation of all
information available to the OCC, including the representations and commitments made
in the Application and by the Bank’s representatives. The OCC also made our decision to
grant preliminary conditional approval with the understanding that the proposed Bank
will apply for stock in a Federal Reserve Bank in accordance with 12 USC 222.2
The OCC has granted preliminary conditional approval only. Final approval and
authorization pursuant to 12 USC 27(a) for the Bank to commence business will not be
granted until all preopening requirements are met. Until final approval is granted, the
OCC has the right to modify, suspend, or rescind this preliminary conditional approval
should the OCC deem any interim development to warrant such action.
1
The OCC also grants the request to waive the director residency requirement for five
directors.
2
See also 12 CFR 209.2.
Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
Proposed Bank
Ripple Labs Inc. (Ripple), San Francisco, California will be a direct holding company of
the proposed Bank. Founded in 2012, Ripple, a corporation incorporated in the State of
Delaware, is the ultimate parent of the Ripple family of companies that provides
payments products and services that utilize blockchain technology. Ripple is primarily
known for the issuance of Ripple USD (RLUSD), a United States dollar denominated
stablecoin. RLUSD is issued by a Ripple subsidiary, Standard Custody & Trust
Company, LLC (SCTC), which is a New York limited purpose trust charter regulated by
the New York State Department of Financial Services.
The Bank plans to provide services to SCTC, including managing a segregated reserve of
liquid assets underlying RLUSD issued by SCTC (Reserve) on a directed basis and
performing collateral trustee services for the benefit of RLUSD holders on a fiduciary basis.
In addition, Bank plans to provide cryptocurrency3 custody service to affiliates and
unaffiliated institutional customers on a fiduciary basis.
The OCC is authorized to charter national banks pursuant to the National Bank Act, 12
USC 21–27. In 1978, Congress specifically confirmed the OCC’s general authority to
charter banks that limit their operations to those of a trust company.4 The operations of a
trust company (i.e., the operations of a trust department of a bank or a limited purpose
trust company) typically include performing fiduciary activities, as well as other activities
that may be non-fiduciary in nature, such as non-fiduciary custody and safekeeping
activities.5 Custody and safekeeping activities are fully within the activities of both trust
3
This letter uses digital assets and crypto-assets or cryptocurrency interchangeably.
4
Congress amended the National Bank Act, 12 USC 27 to add this language in 1978.
Financial Institutions Regulatory and Interest Rate Control Act of 1978, Pub. L. 95-630,
§ 1504, 92 Stat. 3641, 3713 (1978) (adding this sentence to what is now 12 USC 27(a)).
5
See OCC Interpretive Letter No. 1170 (July 22, 2020); OCC Interpretive Letter No.
1078 (Apr. 19, 2007); OCC Interpretive Letter No. 1176 (Jan. 11, 2021). In addition, as
of September 30, 2025, OCC-supervised uninsured national trust banks reported a total of
$6.8 trillion in assets under administration. Of that total, $1.6 trillion consisted of custody
and safekeeping accounts, while total fiduciary accounts totaled $5.2 trillion.
2
Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
departments6 and limited purpose trust companies in 1978 and today.7 All of the Bank’s
proposed activities are trust company operations or activities related thereto and are
permissible for a national bank under 12 USC 92a or 24(Seventh). The Bank proposes to
perform collateral trustee and cryptocurrency custody services, both in a fiduciary
capacity, and provide separate reserve management services related to its trust or
fiduciary activities that are permissible for a national bank. Accordingly, the formation of
the Bank is authorized.8
Public Comments and Analysis
The OCC received nine comment letters: four comment letters from trade groups
representing banks, one comment letter from a bank, one comment from a technology
industry coalition, one comment letter from a smart plumbing technology company, and
two comment letters from community groups. Several of the comment letters discuss the
OCC’s authority to charter the Bank, asserting, among other things, that the proposed
activities do not align with OCC precedent with respect to fiduciary activities conducted
by national trust banks. The OCC is authorized to charter national banks pursuant to the
National Bank Act, 12 USC 21-27. As explained herein, the proposed activities are
permissible for a national trust bank.
Several of the commenters assert that the OCC and the Bank did not provide an
appropriate amount of information or give a sufficient amount of time for the public to
have an opportunity to meaningfully comment on the Application. The Bank filed all
required publicly available information on a timely basis. In considering the Bank’s
6
Id. See Letter from James. J. Saxon, Comptroller of the Currency, (June 25, 1963)
(“safekeeping of the securities in the customer’s portfolio and other custodian services,
all of which will be performed by the bank’s Trust Department in the usual case.”). See
also Hearings before the House of Representatives Committee on Banking and Currency
on H.R. 6778, 91st Congress, Part 3 at 1056 (May 7, 8, and 9, 1969) (including proxy
statement of Chase Manhattan Bank, N.A. from 1969 stating that it provided custody
services in its trust department).
7
See, e.g., 1976 S.D. Sess. Laws. ch. 304 § 1(1), (2) 492 (creating South Dakota “trust
company” charter for a “corporation” that sole purpose is the conduct of “trust business”
and among the items defined as part of the trust business is acting as a custodian and
holding property for safekeeping).
8
In 2003, the OCC amended 12 CFR 5.20(e)(1)(i) to address a subset of national bank,
namely special purpose banks that conduct at least one of the “core banking functions.”
As evidenced by the 2003 rulemaking to amend 12 CFR 5.20(e)(1)(i) and the OCC’s
chartering and supervision of national trust banks, this amendment did not interpret or
otherwise affect the OCC’s longstanding authority to charter a national bank limited to
operations of a trust company and activities related thereto under 12 USC 27(a). See 68
Fed. Reg. 71026 (Dec. 17, 2003).
3
Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
identification of public information and request for confidential treatment of specific
information pursuant to 12 CFR 5.9(c), the OCC followed its established policies and
procedures. Although several commenters raised insufficiency of public information,
they were nonetheless able to provide voluminous comments on the Application. The
OCC has received sufficient information to make an informed decision regarding the
Bank’s Application, consistent with established agency policy and procedures, applying
relevant statutory requirements and regulatory factors. Although the OCC did not
formally extend its comment period, the OCC received some of the comments past the
official comment period deadline, and the OCC has used its discretion to consider all
comments received.
Several commenters discuss potential issues and arguments related to stablecoin issuance.
However, the Bank does not currently plan to issue stablecoins, so the issues and
argument are irrelevant to the Application.
One commenter discusses whether the Bank may engage in brokerage activity for digital
assets that are securities for purposes of Federal securities laws that would subject the
Bank to registration requirements under the Securities Exchange Act of 19349 or require
exemption from registration under Regulation R.10 The Bank’s proposed activities will
generally not implicate the Securities Exchange Act of 1934 or require exemption from
registration under Regulation R. The OCC will monitor for compliance, as applicable.
One commenter discusses potential affiliate transaction issues. The OCC has reviewed
the Application for compliance with relevant law and regulation, including sections 23A
and 23B of the Federal Reserve Act and Regulation W11 and found the Application met
the relevant factors for approval.
One commenter discusses the history of enforcement actions for the Bank’s affiliates. To
the extent that deficiencies underlying enforcement actions discussed by the commenter
relate to the planned activities of the Bank, the relationships are attenuated and would be
best evaluated as part of the supervisory process. Many of the actions discussed are no
longer being actively pursued.
Several commenters discuss that the Community Reinvestment Act or Community
Reinvestment Act-like requirements should apply to stablecoin issuers;12 however, (1) the
Bank will not be a stablecoin issuer and (2) the Community Reinvestment Act is not
applicable to this Application as a matter of law. The Community Reinvestment Act
applies to regulated financial institutions, and regulated financial institutions is defined in
12 USC 2902(2) to mean an insured depository institution as defined in 12 USC 1813.
9
15 USC 78a et seq.
10
17 CFR 247.
11
12 USC 371c, c-1 and 12 CFR 223.
12
12 USC 2901 et seq.
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
Insured depository institution means any bank or savings association the deposits of
which are insured by the Federal Deposit Insurance Corporation (FDIC).13 The Bank will
not be an insured depository institution. Whether Community Reinvestment Act-like
requirements should apply to stablecoin issuers, or to the Bank, is not relevant to the
factors the OCC may consider for approval.
Commenters raise other issues pertaining to the OCC’s ability to appropriately supervise
the Bank or broader policy concerns. Specific arguments relate to (1) “unsavory actors”
gaining access to the banking system and providing payments services, (2) the OCC’s
ability to resolve certain applicants in instances of failure, (3) criticisms of the current
cryptocurrency and stablecoin framework and insufficiencies related to potential fraud
and financial losses, and the absence of liquidity standards, reserve requirements, or
consumer protection, and (4) the importance of the separation of banking from commerce
to maintaining safety and soundness of the financial system. The OCC is experienced in
supervising and regulating national banks. In the course of reviewing the Application, the
OCC considered all of the items above to the extent they were relevant to factors or
considerations in 12 CFR part 5.14 The OCC regulates and supervises all entities in its
jurisdiction in accordance and consistent with applicable law. The OCC has over 160
years of experience supervising and regulating a variety of financial institutions and
financial activities. The OCC has supervised national trust bank activities for decades and
ensured that fiduciary and non-fiduciary activities alike, representing trillions of dollars
of assets under administration, have been conducted in a safe and sound manner in
accordance with applicable law. The OCC has had years of experience successfully
supervising a crypto-native national trust bank. Moreover, aspects of the comments are
premised on unfounded assumptions or inaccurate conclusions (e.g., that the Bank would
be a stablecoin issuer). Many of these criticisms reflect the framework that Congress has
established for supervision of the banking system, such as affiliates of uninsured national
banks generally not being subject to the activity restrictions of the Bank Holding
Company Act.15
With respect to concerns related to the OCC’s ability to resolve uninsured entities, the
OCC has a regulation pertaining to the resolution of uninsured national banks that
outlines the receivership process for uninsured entities.16 The OCC, through its
application review, also considers, as appropriate, potential considerations related to
receivership or resolution. The OCC has the capability to resolve an uninsured national
bank.
13
See also 12 CFR 25.11(c)(3).
14
See 12 CFR 5.20(f)-(h).
15
See, e.g., 12 USC 1841(c) (definition of bank excluding uninsured banks that do not
both accept demand deposits and make commercial loans).
16
12 CFR 51.
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
One commenter expresses support for the OCC continuing to evaluate all national trust
bank charter applications, including those with a digital asset focus, on the merits of each
individual application. Specifically, the commenter argues that granting these charters
will strengthen federal oversight, bolster consumer protection, and foster a more
innovative and competitive U.S. financial system.
One commenter requests that the OCC ensure the Bank maintain open API standards,
transparent settlement mechanisms, non-discriminatory access, and compatibility for
Internet of Things (IoT)-linked utility devices. Specifically, the commenter discusses the
importance of digital trust banks to implement strong encryption, transparent data
governance, protections against algorithmic bias, identity safeguards, and unbiased access
for small-business operators. The commenter also requests that the Bank be required to
guarantee fair access, consistent onboarding, human review of adverse actions, and stable
digital banking channels for small businesses. As discussed above, the OCC regulates and
supervises all entities in its jurisdiction in accordance and consistent with applicable law,
including information technology standards.
Fiduciary Activities
The OCC approves the proposed Bank’s plan upon commencing business to exercise
fiduciary powers pursuant to 12 USC 92a and 12 CFR 5.26. This approval constitutes a
permit to exercise the fiduciary powers requested in your Application under 12 USC 92a
and 12 CFR 5.26(e)(4).
Specifically, the Bank will provide collateral trustee services in a fiduciary capacity and
provide cryptocurrency custody in a fiduciary capacity. The Bank’s collateral trustee
activity is permitted under 12 USC 92a and 12 CFR 9’s explicit authorization for trustee
activities. The Bank’s proposed fiduciary custody activity is permitted under the
bootstrap provision of 12 USC 92a and New York state law, and its provision of custody
services will be subject to fiduciary duties and standards of behavior.
Conditions
This preliminary conditional approval is subject to the following conditions:
1. The Bank must limit its operations to those of a trust company and activities
related thereto, as specifically stated in the business plan. The Bank must not meet
the definition of “bank” under section 2(c)(1)-(2) of the Bank Holding Company
Act.
2. If and to the extent necessary, the Bank must conform, cease, or divest its
proposed collateral trustee structure and any other activities to comply with the
GENIUS Act (12 USC 5901 et seq.), any implementing regulations, and other
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
applicable laws and regulations that take effect in the future, such compliance to
be determined in the sole discretion of the OCC.
3. The Bank: (i) must give the Novel Bank Supervisory Office at least sixty (60)
days’ prior written notice of the Bank’s intent to significantly deviate or change
from its business plan or operations (if such deviation is the subject of an
application filed with the OCC, no separate notice to the supervisory office is
required); and (ii) must obtain the OCC’s written determination of no objection
before the Bank engages in any significant deviation or change from its business
plan or operations. For the avoidance of doubt, a significant deviation includes
changes to the Bank’s risk and operating limits, as detailed in its business plan.
The OCC may impose additional conditions it deems appropriate in a written
determination of no objection to the Bank’s notice. This condition will remain in
effect throughout the Bank’s in-organization period and during the Bank’s first
three years of operation.
4. The Bank must maintain a minimum $11.7 million in tier 1 capital of which the
greater of at least 50 percent of its tier 1 capital or $5.85 million must be held in
Eligible Liquid Assets.17 The Bank must assess the appropriateness of its level of
capital and liquidity on a quarterly basis and hold such higher amounts of capital
and liquidity as it determines necessary to support the bank’s risk profile, business
strategies, and future growth prospects, and to provide a cushion against
unexpected losses. This condition will remain in effect during the Bank’s first
three years of operation.
5. The Bank must maintain 180 days of operating expenses18 in Eligible Liquid
Assets. This amount must not be double counted with the Eligible Liquid Assets
held to comply with the foregoing condition. This condition will remain in effect
17
The term “Eligible Liquid Assets” means only Liquid Assets that exceed the aggregate
amount of all deposits, borrowed funds, and other liabilities on the Bank’s balance sheet
that reflect an obligation to repay funds to any party. The term Eligible Liquid Assets
shall not include any assets that are pledged in any manner, nor any assets that are not
free and kept free from any lien, encumbrance, charge, right of set off, credit or
preference in connection with any claim against the Bank. The term Eligible Liquid
Assets shall not include any obligation of any affiliate. The term “Liquid Assets” means:
(i) unencumbered cash; (ii) deposits at insured depository institutions with a maturity of
90 days or less; (iii) United States government obligations maturing within 90 days or
less; and (iv) such other assets as to which the Bank has obtained a written nonobjection
from the OCC.
18
The minimum 180 days operating expenses must include all fixed and variable
operating expenses that would apply in a distressed, wind-down scenario and need not
include expenses that would apply only in a normal operating scenario, such as expenses
related to research and development.
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
during the Bank’s first three years of operation.
6. Prior to the appointment of any individual to the position of “senior executive
officer,” as defined in 12 CFR 5.51(c)(4)or the appointment of any individual to
the board of directors, the proposed Bank must submit to the OCC the information
described in the “Changes in Directors and Senior Executive Officers” booklet of
the Comptroller’s Licensing Manual, and receive a letter of no objection from the
OCC. For purposes of this condition, “senior executive officer” includes the Chief
Compliance Officer, the Bank Secrecy Act Officer, the Chief Technology Officer,
the Chief Information Security Officer, the Chief Trust Officer, and any fiduciary
officers or employees designated for that purpose. This information is required
by the authority of 12 USC 1818(b) and 12 CFR 5.20(g) and does not require the
OCC to review or act on any such information within ninety (90) days. This
condition will remain in effect throughout the Bank’s in-organization period and
during the first three years of operation.
The conditions of this approval are conditions “imposed in writing by a Federal banking
agency in connection with any action on any application, notice, or other request” within
the meaning of 12 USC 1818. As such, the conditions are enforceable under 12 USC
1818.
As a de novo national bank, the proposed Bank must also meet the following
requirements prior to requesting its preopening examination and before the OCC will
grant final charter approval pursuant to 12 USC 27(a):
1. The Bank must engage an independent, external auditor to perform an audit
according to generally accepted auditing standards of sufficient scope to enable
the auditor to render an opinion on the financial statements of the Bank taken as a
whole. The audit period shall commence on the date that the organizing group
forms a body corporate and may end on any calendar-quarter end no later than 12
months after the Bank opens. The OCC expects that such audits will be performed
annually for at least three years following commencement of operations.
Engagement of an auditor will be verified during the preopening examination (see
the “Charters” booklet, Internal and External Audits discussion).
2. The Bank’s financial statements must be prepared on an accrual basis according
to generally accepted accounting principles.
3. The President, or the person serving in the function of President, of the Bank must
serve as a member of the board of directors.
4. Each person who, together with his or her related interests, subscribes to 10
percent or more of the initial stock offering must submit a biographical and
financial report for review by Chartering, Organization & Structure staff prior to
acquisition of the shares and staff must have no objection to each person before
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
purchasing the shares. After opening the Bank, the Bank will comply with the
requirements of 12 CFR 5.50. Changes in the composition of members or trustees
of a voting trust or voting agreement also may be subject to the requirements of
12 CFR 5.50.
5. Management and the Board must maintain policies and procedures that address all
OCC regulations and will guide the Bank’s operations in a safe and sound
manner. These policies and procedures must establish and guide the operation of a
robust BSA/AML/OFAC program. All policies must be completed no later than
the date of the applicant’s request for a preopening examination. In addition, the
board of directors must review and adopt the policies and procedures at its first
meeting. The board of directors is responsible for regular review and modification
of policies and procedures and for assuring continuous compliance with them.
6. The Bank must have a security program in place that complies with the
“Interagency Guidelines Establishing Standards for Safeguarding Customer
Information” specified at 12 CFR 30, Appendix B (Appendix B).
7. The Bank must submit to the Novel Bank Supervision Office for review, and prior
written determination of no supervisory objection, a complete description of the
Bank’s final information systems and operations architecture as well as the
information systems risk assessment and management plan. This should include a
schematic drawing; and
8. A letter must be submitted to Chartering, Organization and Structure staff at least
60 days before the Bank is scheduled to open, notifying the OCC that all
conditions and requirements necessary to receive a national bank charter have
been met, requesting a preopening examination, and providing the anticipated
opening date.
The manner in which capital is raised must not deviate from that described in the
Application without prior written OCC notification. If the capital for the Bank is not
raised within 12 months or if the Bank is not opened for business within 18 months from
the preliminary conditional approval date, this approval expires. The OCC is opposed to
granting extensions, except under the most extenuating circumstances and when the OCC
determines that the delay is beyond the applicant’s control. The organizers are expected
to proceed diligently, consistent with their application, for the Bank to open for business
as soon as possible.
In addition, the Bank must meet the following requirements:
1. The Bank must purchase adequate fidelity bond coverage in accordance with 12
CFR 7.2013, which lists four factors the directors should consider to determine
adequacy.
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
2. The board of directors and management of the Bank must adopt policies,
practices, and procedures to ensure the safe and sound operation of the bank. In
addition, the board of directors must review and adopt the policies, practices, and
procedures continually and ensure the bank’s compliance with them.
3. The institution must ensure that all other required regulatory approvals have been
obtained.
4. The Bank must ensure that all other required regulatory approvals have been
obtained.
5. The directors of the Bank must own qualifying shares in conformance with 12
USC 72 and 12 CFR 7.2005.
Organizers, Directors and Officers
The OCC poses no objection to the following persons serving as executive officers,
directors, and/or organizers as proposed in the Application:
Name Title
John James (Jack) McDonald Director and Chairman, President
John Zavaglia Director, Chief Operating & Trust Officer, and Vice
President
Stuart Alderoty Director
Timothy Keaney Independent Director
David Puth Independent Director
Prior to the Bank’s opening, the Bank must obtain the OCC’s prior written determination
of no objection for any additional organizers or executive officers, or directors appointed
or elected before the person assumes the position.
Waiver of Residency Requirements
The OCC also granted your request to waive the residency requirements of 12 USC 72
for Jack McDonald, John Zavaglia, Stuart Alderoty, Timothy Keaney, and David Puth to
serve as members of the board of directors of the Bank. This waiver is granted based
upon a review of all available information, including the filing and any subsequent
correspondence and telephone conversations, and the Bank’s representation that this
waiver will not affect the board’s responsibility to direct the Bank’s operations in a safe,
sound, and legal manner. The OCC reserves the right to withdraw or modify this waiver
and, at its discretion, to request additional information at any time in the future.
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
Organizing Steps and Pre-Opening Requirements
The “Charters” booklet in the Comptroller’s Licensing Manual provides guidance for
organizing your bank. The booklet is located at the OCC's web site:
https://www.occ.gov/publications/publications-by-type/licensing-manuals/charters.pdf.
The booklet contains all the steps you must take to receive final approval.
As detailed in the booklet, you may establish the corporate existence of and begin
organizing the Bank as soon as you adopt and forward Articles of Association and the
Organization Certificate to the Chartering, Organization and Structure office for review
and acceptance. The Bank may not begin the business of banking until it fulfills all
requirements for a bank in organization and the OCC grants final approval.
As a “body corporate” or legal entity, you may begin taking those steps necessary for
obtaining final approval. “In Organization” should follow the bank’s name in all
official documents, stationery, advertisements, and other references to the Bank until it
opens for business. The Bank may not begin the business of banking until it fulfills all
requirements for a bank in organization and the OCC grants final approval.
Enclosed are a minimum policies and procedures checklist and a pre-opening checklist
for new national banks. The Bank must meet the conditions and requirements above
before it is allowed to commence business, and the Board of Directors must ensure that
the applicable policies and procedures are established and adopted before the Bank
begins operation.
Conclusion
This preliminary conditional approval and the activities and communications by OCC
employees in connection with the filing do not constitute a contract, express or implied,
or any other obligation binding upon the OCC, the United States, any agency or entity of
the United States, or any officer or employee of the United States, and do not affect the
ability of the OCC to exercise its supervisory, regulatory, and examination authorities
under applicable law and regulations. The foregoing may not be waived or modified by
any employee or agent of the OCC or the United States.
The OCC’s approval is based on the Bank’s representations, submissions, and
information available to the OCC as of this date. The OCC may modify, suspend, or
rescind this approval if a material change in the information on which the OCC relied
occurs prior to the date of the transaction to which this decision pertains.
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Mr. Brian Spahn
2025-Charter-342347
2025-Waiver-342476
Sincerely,
//signed//
Stephen A. Lybarger
Senior Deputy Comptroller
Chartering, Organization
and Structure
12