SEC v. Ripple Labs

Allegations & issues

The SEC alleged that Ripple and two executives conducted unregistered offers and sales of XRP in violation of securities-registration requirements. [1]

Key rulings & findings

The July 2023 order found Ripple’s institutional sales to be investment-contract offers and sales. Its programmatic sales and other distributions did not meet the test on the record before the court. The ruling does not classify every possible XRP transaction. [2, pp. 15–27]

Admissions

The recorded liability follows court findings. The appeal dismissal is not an admission or an exoneration. [2; 4–5]

Disposition

On 7 August 2025, the parties filed a joint stipulation dropping the SEC appeal and Ripple cross-appeal. The SEC reported the action resolved, with the final judgment intact. [4–5]

Penalties, damages & redress

The August 2024 judgment imposed $125,035,150. A proposed May 2025 reduction to $50 million was conditional; it is not the final recorded outcome. [3–4]

Restrictions & obligations

The final judgment’s injunction against violating Securities Act registration provisions remained in effect after the appeals were dropped. [4]

Regulatory context

This is a case study in applying existing securities law to digital-asset transactions. The SEC described its May 2025 effort to resolve the case as part of reforming its crypto regulatory approach. That policy explanation did not itself vacate the court’s findings or final judgment. [3–4]

Why the transaction categories mattered

The court applied the investment-contract test to the circumstances of the transactions. Institutional buyers bought under written contracts. The court concluded that those sales involved an investment of money in a common enterprise with an expectation of profits from Ripple’s efforts. [2, pp. 15–22]

Programmatic sales used blind bid/ask transactions: buyers did not know whether their money was going to Ripple or another seller. On the evidence presented, the court reached a different result for those sales. Its analysis of other distributions separately turned on the investment-of-money requirement. The distinctions were transaction-specific. [2, pp. 22–27]

A proposed reduction was not the final outcome

The May 2025 agreement contemplated asking the court to dissolve the injunction and release escrowed funds, with $50 million going to the SEC and the balance returned to Ripple. That proposal depended on further judicial action; announcing it did not itself alter the judgment. [3]

The August resolution instead dropped the appeal and cross-appeal while leaving the district court judgment in effect. The resulting record therefore includes both Ripple’s successful arguments on some transaction categories and the institutional-sales liability, financial penalty and injunction. Describing the action simply as dismissed would omit that distinction. [2; 4–5]

THE UNDERLYING RECORD

Primary sources

Read the full documents for their precise wording and context. Regulator summaries are identified separately from court records.