SEC Commissioner Hester Peirce Statement on Crypto Vaults and Lending Strategies: Managerial Discretion is a Leading Indicator
IM Report 
Nick Curley · 
Gavin Fearey · 
Nicole Kuchera · July 27, 2026
On July 22, 2026, SEC Commissioner Hester Peirce issued a statement (the “Statement”) on when certain asset deployment tools such as crypto “vaults” and onchain lending strategies implicate federal securities laws.[1]
The Statement’s organizing principle is familiar: moving an activity onchain does not move it outside U.S. securities laws.[2] It maps common vault and lending-strategy features to specific regulatory categories, and it identifies managerial discretion as a key feature driving the analysis with respect to the allocation, deployment, and curation of vaults and lending strategies.[3]
The Statement expresses the views of a single commissioner and is not binding. Even so, Commissioner Peirce leads the SEC’s Crypto Task Force, and her views provide valuable insight on the staff’s potential approach to these products. As always, whether any particular structure falls within scope will come down to its specific facts and circumstances.
Commissioner Peirce identifies four ways a vault or lending strategy can implicate U.S. securities laws.
- Investment contract. A vault or lending strategy could be a common enterprise in which users invest expecting profits from the managerial efforts of a deployer or curator under the familiar Howey framework.[4]
- Investment company. A vault or lending strategy that holds securities, or allocates assets to investments in securities, could be an “investment company” under the Investment Company Act of 1940.[5] The Statement compares some vaults to unit investment trusts, others to management investment companies, and still others to separately managed accounts.[6]
- Notes that are securities. Onchain loans can bear the hallmarks of notes that are securities under Reves.[7] Notably, this analysis does not turn on whether the loaned assets are themselves securities.
- Investment adviser status. A person managing a vault or lending strategy for compensation may be an “investment adviser” under the Investment Advisers Act of 1940 if the activity involves advice about securities.[8]
Next Steps
Purveyors of, and participants in, digital asset vaults or onchain lending strategies should consider the following next steps:
Focus on managerial discretion. When examining who exercises managerial control with respect to the allocation, deployment and curation of vaults and lending strategies, examples from the Statement include
for vaults, selecting yield strategies and reallocating assets or selecting the deciding parties and,
for lending, setting rates and liquidation thresholds, deciding which assets to accommodate and setting loan-to-value limits.[9]
Analyze regulatory status. Evaluate with counsel whether the arrangement involves an investment contract, an investment company, or an investment adviser under federal or state securities laws.
Diligence fund exposure. Managers deploying fund assets into third-party vaults should confirm the vault is not itself an unregistered investment company, and should address custody and valuation treatment.
Consider engagement. The SEC is actively soliciting input, and it may be best to help shape a regulatory path now, rather than let enforcement define it later.
Remember U.S. commodities laws. Separately from the Statement, consider whether the vault or lending strategy also implicates commodities laws and whether any instrument involved in the structure is a commodity interest.
Summary
The Statement outlines that, ultimately, whether a particular vault or lending strategy is within the scope of U.S. securities laws remains a question of facts and circumstances. However, the Statement highlights managerial discretion as a leading indicator; the more a vault or lending strategy depends on a manager’s ongoing judgment, the more likely it implicates the Howey test, the Investment Company Act, and the Investment Advisers Act.
Authored by Gavin Fearey, Nicole Kuchera and Nick Curley.
This summary is provided for informational purposes only and is not intended to constitute legal advice nor does it create an attorney-client relationship with Rimon, P.C. or its affiliates.
[1] Commissioner Hester M. Peirce, Headstands and Summervaults: A Statement on Crypto Vaults and Lending Strategies, SEC (July 22, 2026) (available here).
[2] Peirce, supra note 1; see also Commissioner Hester M. Peirce, Enchanting, but Not Magical: A Statement on the Tokenization of Securities, SEC (July 9, 2025) (“[t]okenized securities are still securities”) (available here).
[3] Peirce, supra note 1.
[4] SEC v. Howey, 328 U.S. 293, 298-99 (1946); United Hous. Found. v. Forman, 421 U.S. 837, 852 (1975) (cited in the Statement).
[5] 15 U.S.C. § 80a-3(a)(1)(A), (C) (the definition of “investment company” under the Investment Company Act).
[6] Peirce, supra note 1.
[7] Reves v. Ernst & Young, 494 U.S. 56, 64-66 (1990) (adopting the “family resemblance” test for determining when a note is a security); Peirce, supra note 1 (lending strategies “carry significant federal securities law implications that do not turn on the assets involved”).
[8] 15 U.S.C. § 80b-2(a)(11) (the definition of “investment adviser” under the Investment Advisers Act).
[9] Peirce, supra note 1.
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