The IRS allows eligible crypto trusts to pledge assets without losing their tax status

The IRS updates "Safe Harbor" rules: Qualified trusts can pledge proof of stake digital assets without affecting tax classification

The IRS has updated its "Safe Harbor" rules to allow eligible investors and grantor trusts to pledge proof of stake (PoS) digital assets without endangering federal income tax classification.

Core Points and Scope of Application

According to the Revenue Procedure 2026 - 20 released on October 6, 2026, this safe harbor applies to qualified trusts that hold digital assets on networks that do not require a license and use a proof of interest mechanism to verify transactions. This process replaces the previous "Tax Procedure 2025-31" that was introduced in November 2025.

The IRS stated that trusts that meet all requirements of the new process can authorize and enforce pledges of their digital assets while continuing to serve as investment trusts under Section 301.7701-4(c) of the Code and as grantor trusts for federal income tax purposes. However, the guidance is limited to the classification of eligible trusts and does not provide general tax exemption treatment for pledge income. The IRS specifically emphasized that conclusions should not be drawn from the process about federal income tax issues that are not explicitly covered.

Strict Conditions for Eligible Trusts

Eligibility is limited to trusts organized under applicable state laws that must already have the status of an investment trust and a grantor trust before meeting safe harbor requirements. Specific conditions include:

• Marketing and disclosure: Trust interests must be traded on a national stock exchange and disclosures related to their pledge must be filed with the Securities and Exchange Commission (SEC) through a valid registration statement. Trusts must comply with the rules of the exchanges on which they are listed and maintain the required liquidity risk management policies.
• Asset Restrictions: Assets are limited to cash and units of a single type of digital asset operating on a license-free proof-of-stake network.
• Custody and security: One or more custodians must store digital assets at addresses under their control, and only these custodians have access to the associated private key. The IRS points out that the trust retains ownership of the asset for federal income tax purposes even if the asset is in a pledged state.
• Pledge provider independence: Pledge must be carried out through cooperation between the custodian and one or more pledge providers. The trust and its promoters must maintain an independent relationship with the pledge provider, and the contract terms and award allocation must be negotiated under the principle of arm's length dealing. Trusts, promoters and custodians shall not control the operations of pledge providers except for instructing when to pledge or unpledge qualifying assets.

The process views pledge as a way to protect and preserve trust property, provided it helps reduce the risk that a party or coordinating group will gain majority control of the pledged assets and execute transactions that may undermine their value.

Liquidity Management and Exceptions

虽然合格信托通常需使其数字资产可用于质押，但《税收程序2026-20》为流动性和某些运营需求创建了例外情况：

• 流动性储备：当受托人或发起人合理确定需要流动性储备以遵守关于赎回的交易所要求时，信托可以保留部分持仓不进行质押。从储备中释放的资产必须在合理可行的情况下尽快重新用于质押。
• 临时非质押持仓：当资产被出售以支付信托费用、现金分配或赎回时，允许临时不质押。类似待遇也适用于为创建信托利益而贡献的数字资产、分发给持有人的资产、用贡献现金购买的资产或作为质押奖励收到的资产。
• 其他例外：包括清算、适用法律或法规的变化，以及为防止网络协议、质押智能合约或验证者软件中的潜在系统性脆弱性而采取的保护措施。
• 或有流动性安排：在处理可能导致信托无法满足赎回请求的事件时，允许存在或有流动性安排，包括借款设施或涉及数字资产买卖的协议。但若信托在联邦所得税意义上将其视为借入数字资产的交易，则不符合本安全港下的或有流动性安排资格。

质押奖励的分配要求

Rewards generated through pledge must consist of additional units of the same digital asset already held by the trust. After deducting trust fees, they must be distributed to holders in the same number of units in kind, or sold and distributed in cash, or a combination of the two. Allocation must be based on the holder's proportionate interest in the trust.

The IRS requires that these allocations must be made within 60 days of the end of the calendar quarter in which the trust receives the relevant pledge award.

Industry Impact and Transition Arrangements

As pledges become part of exchange products that hold proof of equity assets, several U.S. cryptocurrency funds are moving towards adopting similar structures. For example, Fidelity (Fidelity) has disclosed plans to introduce Ethereum pledge for its FETH fund; Morgan Stanley (Morgan Stanley) revised its proposal for Ethereum and Solana funds to require 95% of pledge rewards to remain in trusts; BlackRock BlackRock's ETHB fund routes most of its ETH to validators operated by providers such as Figment and passes on approximately 82% of its total pledge rewards to shareholders; Grayscale proposes quarterly cash allocations of pledge rewards generated by its Ethereum and Solana exchange-traded funds.

《税收程序2026-20》是在财政部和国税局于2025年11月推出首个质押安全港后，针对更多细节要求而制定的。现有信托自2026年10月6日起有六个月的时间来实施新要求。在此期间，符合《税收程序2025-31》的信托可继续依赖早期的安全港规则。一旦过渡期结束，国税局将不再允许信托依赖2025年的程序。

《税收程序2026-20》适用于2026年10月6日或之后结束的纳税年度。国税局警告不要将指导范围扩展到其既定范围之外，该程序并未确定质押收入是否与在美国开展贸易或业务有效关联，是否构成无关商业应税收入，或其他数字资产交易（如分叉和空投）应如何对待。