SEC v. Ripple explained: How a split ruling ended in a $125 million penalty

The SEC v. Ripple lawsuit has been over since August 2025. The US Securities and Exchange Commission and Ripple Labs withdrew their appeals against each other, leaving the ruling of New York district judge Analisa Torres in force. Under that ruling, XRP is not in itself a security. Sales on crypto exchanges to anonymous buyers did not fall under securities law, whereas direct sales to institutional investors did. Ripple pays a civil penalty of around $125 million for this and remains bound by a court injunction.

For investors in Germany, the case matters mainly as a precedent. No other legal dispute in the crypto industry has worked through the question of when a token is a security in the US in such detail. The ruling does not directly change XRP trading on European platforms, because the EU's MiCA regulation applies there. Which platforms are licensed under these rules is shown in our comparison of regulated crypto exchanges. What XRP is technically and how Ripple relates to the token is covered in our profile What is XRP?.

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The SEC lawsuit against Ripple in December 2020: the allegation in one sentence

On December 22, 2020, the SEC sued Ripple Labs in the US District Court for the Southern District of New York, along with CEO Brad Garlinghouse and co-founder Chris Larsen (case no. 1:20-cv-10832). The allegation: since 2013 Ripple had raised around $1.3 billion by selling XRP without registering the offerings as securities transactions. The suit came in the final days in office of then SEC Chair Jay Clayton.

The two executives were not charged as principal offenders. The SEC accused them of aiding and abetting the company's violations, through their own XRP sales. Several US exchanges suspended XRP trading after the suit or delisted the token altogether. For a coin that was then among the largest on the market, this was a heavy blow, and the XRP price fell sharply in the days that followed.

In the course of the case the SEC sought almost $2 billion in penalties and disgorgement. Ripple denied from the outset that XRP was a security and argued that the agency had failed for years to set out a clear rule. That framed the fundamental question the whole crypto industry would wrestle with afterwards.

The Howey test: how a court recognises a security

The Howey test is the standard US courts use to decide whether a transaction is an investment contract and therefore a security. It goes back to a 1946 Supreme Court decision about interests in orange groves in Florida. An investment contract exists when someone puts money into a common enterprise expecting profits that come from the efforts of others.

A security under US securities laws must be registered with the SEC or qualify for an exemption. That entails prospectuses, ongoing reports and liability for false statements. For the SEC, XRP was a textbook case: Ripple held most of the coins itself, sold them to fund the company and promoted the growth of its own network.

Ripple countered that buyers on exchanges do not enter into any contract with the company at all. They do not know whom they are buying from, and Ripple promises them nothing. That is exactly where the court later drew its distinction.

Judge Analisa Torres's ruling in July 2023

On July 13, 2023, Judge Analisa Torres ruled on summary judgment, a decision without a jury trial based on the undisputed facts. The ruling divided the XRP sales into groups and reached a different conclusion for each.

Institutional sales: investment contracts

Ripple had sold XRP worth around $728.9 million directly to hedge funds and other professional buyers under written contracts. These buyers knew their money went to Ripple and, in the court's view, could expect Ripple to use it to increase the value of XRP. All three elements of the Howey test were therefore met, and the sales should have been registered.

Programmatic sales on exchanges: not securities

The programmatic sales were different. These were orders Ripple had placed automatically in exchange order books, raising just over $757 million. The judge called them blind bid/ask transactions: buyers did not know whether they were buying from Ripple or from any other seller. A reasonable expectation of profit based on Ripple's efforts could not be derived from that.

What the ruling left open

Distributions of XRP to employees and developers were not securities transactions either, according to the ruling. The court expressly did not decide on resales in the secondary market, meaning trading between retail investors. And this was a district court decision that does not bind other judges. Judge Jed Rakoff of the same court expressly rejected the distinction by buyer group in the case against Terraform Labs a few weeks later.

Garlinghouse and Larsen: the SEC drops the charges against the executives

After the July 2023 ruling, the SEC tried to take the question of exchange sales straight to the appeals court before the trial-level case had concluded. Judge Torres denied this interlocutory appeal in October 2023. Shortly afterwards, on October 19, 2023, the SEC dropped its charges against Brad Garlinghouse and Chris Larsen. That cancelled the jury trial scheduled for 2024.

What remained was the question of what the institutional sales meant for Ripple itself. The two sides argued over it for almost another year. The SEC demanded a penalty and disgorgement of almost $2 billion; Ripple considered $10 million at most appropriate.

The $125 million penalty and the injunction

In August 2024 the court issued its final judgment at first instance. Ripple must pay a civil penalty of just over $125 million. The judge declined to order disgorgement. On top of that comes an injunction, which bars Ripple from violating the registration requirements of the Securities Act of 1933 in future. In practice, this means Ripple may no longer sell XRP to institutional investors without registration or an exemption.

Measured against the demand, it was a win for Ripple. The amount was around six percent of what the agency had sought. Ripple initially paid the money into an escrow account because both sides still intended to challenge the judgment.

The 2024 appeal and the SEC's change of course

On October 2, 2024, the SEC filed an appeal with the Court of Appeals for the Second Circuit. Above all, the agency wanted to overturn the classification of exchange sales. Ripple filed a cross-appeal shortly afterwards in a bid to get the institutional sales removed from the judgment as well. The cases ran under numbers 24-2648 and 24-2705.

After the change of administration in Washington in January 2025, the regulator fundamentally changed its stance towards the crypto industry. On March 19, 2025, Garlinghouse announced that the SEC would drop its appeal. We reported on this at the time in a breaking news story. Both sides agreed to reduce the penalty to $50 million. The remaining $75 million was to flow back to Ripple from the escrow account, and the injunction was to be lifted.

Why Judge Torres rejected the settlement twice

The agreement needed the court's approval because it would have changed a final judgment. In May 2025 Judge Torres denied the motion. According to Banking Dive, she faulted the parties for dressing up their motion as consent to a settlement instead of meeting the high bar for vacating a judgment. The rules for such motions require exceptional circumstances, and the court saw none. A court cannot simply lift an order because the agency has changed its mind, she reasoned.

At the end of June 2025 a second, revised motion failed. That left Ripple and the SEC with only one choice: pursue the appeals or withdraw them and accept the 2024 judgment.

The end of the legal battle in August 2025

On August 7, 2025, both sides filed a joint stipulation with the appeals court withdrawing their appeals. The SEC confirmed this in a litigation release: the judgment with the $125 million penalty and the injunction remains in force. The appeals court agreed the same month. After almost five years, the SEC v. Ripple lawsuit was finally over.

On balance, Ripple won more than it lost. The penalty is far below the demand, the executives are out of the case, and the most important point for the market stands: under this ruling, selling XRP on exchanges to anonymous buyers was not a securities transaction. The SEC, for its part, has a judgment holding that the direct sales to institutions violated securities law.

Precedent or one-off: what the ruling means for the crypto industry

Because neither side let the appeals court decide, there is no higher-court ruling on the Ripple question. Judge Torres's decision remains a case-specific ruling that other courts may draw on but need not follow. The Terraform case showed how differently judges view the matter.

The political shift became more important than the ruling. Since 2025 the SEC has dropped several cases against crypto companies and is working on its own rules for digital assets. One example is Canton Coin: in November 2026 the agency stated in a letter that it would not take action over the token's issuance, as we describe in our article on the classification of Canton Coin. Such letters are not court rulings, however; they bind only the agency in its current stance.

One line remains for the crypto industry from the Ripple case: anyone who sells a token directly to investors while promoting their own company is close to securities law in the US. Anyone who lets it trade on open exchanges has better arguments under this ruling.

XRP in Germany: MiCA instead of US securities law

For investors in Germany, the US ruling is not legally decisive. In the EU, the Markets in Crypto-Assets Regulation, MiCA for short, has applied in full since December 30, 2024. It classifies XRP as an other crypto-asset, meaning neither an e-money token nor an asset-referenced token. Exchanges and brokers offering XRP in the EU need a MiCA licence. In Germany, BaFin is responsible for this. What obligations this entails for providers is covered on our topic page on the MiCA licence.

XRP is therefore not a security under German law. That has tax consequences: gains from XRP are private disposal transactions under Section 23 of the German Income Tax Act. If you hold the coins for more than a year, the gain is tax-free. Within the holding period it remains tax-free as long as all private disposal gains in a year stay below the exemption limit of €1,000. Unlike with shares, no flat-rate withholding tax applies.

Anyone looking to buy XRP should therefore focus less on the US case and more on the provider. It makes sense to check whether the platform holds a MiCA licence, how high the fees are and whether you can withdraw the coins to your own wallet. An overview is provided by our comparison of the best crypto exchanges.

What comes next for XRP after the lawsuit?

With the end of the legal dispute, the biggest legal uncertainty for XRP in the US is gone. Since then, exchange-traded products on XRP have become possible in the US, and Ripple can expand its business with banks and payment providers without pending litigation. Whether that supports the price, however, depends on demand, market conditions and competition, no longer on the court. A forecast with scenarios can be found on our XRP price prediction page.

The injunction remains a restriction that affects Ripple itself, not investors. Can the SEC go after Ripple again? Not over the same sales, because the case has been concluded with final effect. New violations of securities law could lead to a new case, and the injunction would even make a violation weigh more heavily.

SEC v. Ripple: For XRP holders, MiCA and the holding period now count

1. Check the provider: Buy and hold XRP only on a platform with a MiCA licence. Which ones qualify is shown in our comparison of regulated crypto exchanges.
2. Document the holding period: Record the purchase date and price of every tranche so you can sell tax-free after a year. The programs in our comparison of crypto tax tools help with this.
3. Self-custody: If you hold XRP for longer, keep the coins in your own wallet rather than on the exchange. Devices and prices are compared in our overview of hardware wallets.

(As of November 7, 2026. This article is not investment advice. Prices and fee structures change; check the terms with the provider before you buy.)