Gemini Titan LLC (“Titan”) and Gemini Olympus, LLC (“Olympus”) request a no-action position, on their own behalf and on behalf of their participants, from the swap data reporting and recordkeeping requirements of regu...

Summary: Gemini Titan LLC (“Titan”) and Gemini Olympus, LLC (“Olympus”) request a no-action position, on their own behalf and on behalf of their participants, from the swap data reporting and recordkeeping requirements of regulations 38.8(b), 38.10, 38.951 (to the extent that regulation 38.951 requires compliance with Part 45 of the Commission’s regulations), 39.20(b)(2), along with Parts 43 and 45 of the Commission’s regulations. Titan and Olympus request a no-action position with respect to reporting contracts with a binary payout structure and contracts with a variable payout structure with the features described in the letter, traded and cleared pursuant to Titan and Olympus’s rules.

CFTC LETTER NO. 26-12 NO-ACTION MAY 01, 2026

1

Division of Market Oversight

Division of Clearing and Risk

Re:

Supplemental No-Action Position with Respect to Commission Regulations 38.8(b),

38.10, 38.951 (in Part), 39.20(b)(2), and Parts 43 and 45, for Certain Contracts

Traded on or Pursuant to the Rules of Gemini Titan LLC and Cleared by Gemini

Olympus, LLC

Introduction

The Division of Market Oversight (“DMO”) and the Division of Clearing and Risk (“DCR”

and, together with DMO, the “Divisions”) of the Commodity Futures Trading Commission

(“CFTC” or “Commission”) are issuing this letter in response to a request1 (the “Request”) from

Gemini Titan LLC (“Titan”) and Gemini Olympus, LLC (“Olympus”). Titan and Olympus request

a no-action position, on their own behalf and on behalf of their participants, from the swap data

reporting and recordkeeping requirements of regulations 38.8(b), 38.10, 38.951 (to the extent that

regulation 38.951 requires compliance with Part 45 of the Commission’s regulations), 39.20(b)(2),

along with Parts 43 and 45 of the Commission’s regulations (collectively, the “Relevant

Regulations”)

a no-action position, on their own behalf and on behalf of their participants, from the swap data

reporting and recordkeeping requirements of regulations 38.8(b), 38.10, 38.951 (to the extent that

regulation 38.951 requires compliance with Part 45 of the Commission’s regulations), 39.20(b)(2),

along with Parts 43 and 45 of the Commission’s regulations (collectively, the “Relevant

Regulations”). Titan and Olympus request a no-action position with respect to reporting contracts

with a binary payout structure and contracts with a variable payout structure with the features

described in this letter, traded and cleared pursuant to Titan and Olympus’s rules. Titan is a

designated contract market (“DCM”) and Olympus is a registered derivatives clearing organization

(“DCO”).

The Divisions have previously granted a similar request applicable to contracts traded on

Titan and cleared through QC Clearing LLC d/b/a Polymarket Clearing (“QC”).2 For the same

reasons the Divisions granted that previous request, the Divisions have decided to grant a

supplemental no-action position3 addressing contracts with the features described in this letter that

are cleared through Olympus.

1 Letter from N. Ignoffo to R. Varma and R. Haynes re: Gemini Olympus, LLC - Regarding No-Action Position for

Commission Regulations 38.8(b), 38.10, 38.951 (In Part), and 39.20(b)(2), and Parts 43 and 45, for Contracts Cleared

by Gemini Olympus, LLC and Traded On or Pursuant to the Rules of Gemini Titan, LLC (Dec. 12, 2025) (the

“Request”).

2 CFTC Letter No. 25-44 (Dec. 11, 2025), available at https://www.cftc.gov/csl/25-44/download.

3 The Request seeks a no-action position “to extend the previously granted relief to Olympus on an equal basis with

QC.” Request at 1 n.1.

U.S. COMMODITY FUTURES TRADING COMMISSION

Three Lafayette Centre, 1155 21st Street, NW, Washington, DC 20581

www.cftc.gov

Dec. 12, 2025) (the

“Request”).

2 CFTC Letter No. 25-44 (Dec. 11, 2025), available at https://www.cftc.gov/csl/25-44/download.

3 The Request seeks a no-action position “to extend the previously granted relief to Olympus on an equal basis with

QC.” Request at 1 n.1.

U.S. COMMODITY FUTURES TRADING COMMISSION

Three Lafayette Centre, 1155 21st Street, NW, Washington, DC 20581

www.cftc.gov

2

Background

The Request states that Titan lists “contracts on the outcomes of various events” (the “Titan

Contracts”).4 The Titan Contracts “have a settlement structure that (i) can result in a payout to

both counterparties to the contract (although by definition, only one side of the contract can profit,

meaning receive a payout in excess of basis) and (ii) whose settlement obligations vary based on

the amplitude by which the price at expiration exceeds the strike or strike price.”5 The Request

states that Titan Contracts “are fully collateralized” and require “each participant to post at

execution sufficient funds to cover the position's maximum potential loss. Consequently, Titan

does not create uncollateralized credit exposure typical of traditional swaps.”6 The Request further

states that the Titan Contracts have “preset price caps and floors that limit potential profit and

loss.”7 In addition, the Request indicates that Titan “intends to permit participants to clear Titan

Contracts through third-party clearing members who are registered clearing members of QC or

Olympus.”8

The Request represents that Titan Contracts are swaps under the Commodity Exchange

Act (“CEA”) as they “provide for a payment that is dependent on the occurrence, nonoccurrence,

or the extent of the occurrence of an event or contingency associated with a potential financial,

economic, or commercial consequence.”9 However, as stated in the Request, “the Titan Contracts

share most of the characteristics of exchange traded futures or options thereon (fungibility, offset,

exchange traded with standardized terms

payment that is dependent on the occurrence, nonoccurrence,

or the extent of the occurrence of an event or contingency associated with a potential financial,

economic, or commercial consequence.”9 However, as stated in the Request, “the Titan Contracts

share most of the characteristics of exchange traded futures or options thereon (fungibility, offset,

exchange traded with standardized terms on a single marketplace) with few of the indicia of

traditional swaps (bilateral, traded over-the-counter, and customized).”10 The Request further

stated that “potential market participant exposures associated with the Titan Contracts are

anticipated to be far lower than those associated with traditional swaps and with swaps market

participants.”11 As such, the requesters believe that “the regulatory goals of Part 43 and Part 45

have limited to negligible application to Titan Contracts.”12

CEA section 4c(b), in relevant part, prohibits any person from offering, entering into, or

confirming the execution of a transaction involving any commodity regulated under the CEA that

“is of the character of, or is commonly known to the trade as, an ‘option’ . . .” contrary to any

Commission rule prohibiting the transaction or allowing it pursuant to specified terms and

conditions.13 When promulgating Commission Regulation 32.2, the Commission stated that “the

swap definition . . . includes options . . . (whether or not traded on a DCM)[.]”14 Commission

Regulation 32.2 states, in relevant part, that commodity option transactions must be conducted in

compliance with the CEA and the Commission’s regulations related to swaps.15

4 Request at 1.

5 Request at 2.

6 Request at 1.

7 Request at 2.

8 Id.

9 Id.

10 Request at 4.

11 Id.

12 Id.

13 7 U.S.C. § 6c(b).

14 Commodity Options, 77 Fed. Reg. 25320, 25321, n.6 (Apr. 27, 2012).

15 17 C.F.R. § 32.2.

n 32.2 states, in relevant part, that commodity option transactions must be conducted in

compliance with the CEA and the Commission’s regulations related to swaps.15

4 Request at 1.

5 Request at 2.

6 Request at 1.

7 Request at 2.

8 Id.

9 Id.

10 Request at 4.

11 Id.

12 Id.

13 7 U.S.C. § 6c(b).

14 Commodity Options, 77 Fed. Reg. 25320, 25321, n.6 (Apr. 27, 2012).

15 17 C.F.R. § 32.2.

3

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”)16

amended the CEA by adding a definition of “swap.”17 The Dodd-Frank Act required the

Commission and the Securities and Exchange Commission to further define jointly the term

“swap,” and in 2012, the Commissions jointly adopted such further definition.18

Pursuant to the Dodd-Frank Act, the Commission promulgated various regulations

applicable to swaps, including the Relevant Regulations. The Relevant Regulations apply swap

reporting and recordkeeping obligations to DCMs, DCOs, and other market participants. In

particular, Parts 43 and 45 require, respectively, real-time reporting of swap transaction and pricing

data to swap data repositories (“SDRs”) for purposes of public dissemination and reporting of

broader swap data to SDRs for the Commission’s use in fulfilling its surveillance and market

analysis missions.

No-Action Position Requested

Titan and Olympus request that the Divisions not recommend the Commission take

enforcement action against Titan or Olympus or their participants for failure to report Titan

Contracts to an SDR or to fulfill any of the other requirements of the Relevant Regulations. In

requesting that no-action position, Titan and Olympus seek to extend the no-action position taken

with respect to Titan and QC in CFTC Letter No. 25-44.19 Titan and Olympus state that the

requested no-action position is comparable to the no-action positions concerning reporting of

similar contracts provided in Commission Letters Nos

y of the other requirements of the Relevant Regulations. In

requesting that no-action position, Titan and Olympus seek to extend the no-action position taken

with respect to Titan and QC in CFTC Letter No. 25-44.19 Titan and Olympus state that the

requested no-action position is comparable to the no-action positions concerning reporting of

similar contracts provided in Commission Letters Nos. 17-31, 17-32, 21-11, 24-09, 24-12, 25-02,

25-23, 25-45, 25-47, and 25-48, in addition to CFTC Letter No. 25-44.20 Titan and Olympus make

the following representations:

• Titan will require that all Titan Contracts be fully collateralized;

• Titan will clear the Titan Contracts only through QC or Olympus;

• Titan will publish on its website the following time and sales data for all Titan Contracts

transactions promptly after execution thereof: trade timestamp, contract, quantity, and

price (in USD);

• Titan shall provide the Commission with transactional information as described in

Commission Regulation 16.02;

• Titan and Olympus shall continue to comply with all swap reporting and recordkeeping

requirements of the CEA and Commission regulations, other than the Relevant

Regulations, including (without limitation) the applicable requirements of Parts 38 and 39

of the CFTC’s regulations (the “Required Records”); and

16 Public Law 111–203, 124 Stat. 1376 (2010).

17 7 U.S.C. § 1a(47).

18 Further Definition of “Swap,” “Security-Based Swap,” and “Security-Based Swap Agreement”; Mixed Swaps;

Security-Based Swap Agreement Recordkeeping, 77 Fed. Reg. 48207, 48236 (Aug. 13, 2012).

19 Request at 1 n.1.

20 See Request at 5; see infra n.21.

38 and 39

of the CFTC’s regulations (the “Required Records”); and

16 Public Law 111–203, 124 Stat. 1376 (2010).

17 7 U.S.C. § 1a(47).

18 Further Definition of “Swap,” “Security-Based Swap,” and “Security-Based Swap Agreement”; Mixed Swaps;

Security-Based Swap Agreement Recordkeeping, 77 Fed. Reg. 48207, 48236 (Aug. 13, 2012).

19 Request at 1 n.1.

20 See Request at 5; see infra n.21.

4

• Titan and Olympus shall keep the Required Records open to inspection upon request by

any representative of the Commission, the United States Department of Justice, the

Securities and Exchange Commission, or by any representative of a prudential regulator as

authorized by the Commission. Copies of all such records shall be provided at the expense

of the producing party (Titan or Olympus) to any representative of the Commission upon

request. The producing party (Titan or Olympus) shall provide copies of the Required

Records either by electronic means, in hard copy, or both, as requested by the Commission,

with the sole exception that copies of records originally created and exclusively maintained

in paper form may be provided in hard copy only.

No-Action Position and Related Conditions

The Divisions have decided to take a no-action position consistent with the Request,

subject to certain conditions described below, based on Titan and Olympus’s representations and

statements in support of the Request. The Divisions note that this no-action position is similar to

previous no-action positions taken with respect to reporting certain binary options transactions and

similar

transactions.21

Pursuant

to

this

letter

and

CFTC

Letter

No

nt with the Request,

subject to certain conditions described below, based on Titan and Olympus’s representations and

statements in support of the Request. The Divisions note that this no-action position is similar to

previous no-action positions taken with respect to reporting certain binary options transactions and

similar

transactions.21

Pursuant

to

this

letter

and

CFTC

Letter

No.

25-44,

the Divisions will not recommend that the Commission initiate an enforcement action against

Titan, QC, Olympus, or their participants with respect to Titan Contracts for failure to comply

with: Commission regulations 38.8(b), 38.10, 38.951 (only to the extent that regulation 38.951

requires compliance with Part 45 of the Commission’s regulations), 39.20(b)(2), the applicable

provisions of Parts 43 and 45, or CEA provisions pursuant to which the Relevant Regulations were

promulgated. The no-action position includes the following conditions:22

21 See CFTC Letter No. 17-31 (June 30, 2017), available at https://www.cftc.gov/csl/17-31/download; CFTC Letter

No. 17-32 (June 30, 2017), available at https://www.cftc.gov/csl/17-32/download; CFTC Letter No. 21-11 (Apr. 22,

2021), available at https://www.cftc.gov/csl/21-11/download; CFTC Letter No. 24-09 (July 12, 2024), available at

https://www.cftc.gov/csl/24-09/download;

CFTC

Letter

No.

24-12

(Sept.

3,

2024),

available

at

https://www.cftc.gov/csl/24-12/download;

CFTC

Letter

No.

24-15

(Oct.

4,

2024),

available

at

https://www.cftc.gov/csl/24-15/download;

CFTC

Letter

No.

25-02

(Jan.

31,

2025),

available

at

https://www.cftc.gov/csl/25-02/download;

CFTC

Letter

No.

25-23

(Jul.

22,

2025),

available

at

https://www.cftc.gov/csl/25-23/download;

CFTC

Letter

No.

25-26

(Aug.

7,

2025),

available

at

https://www.cftc.gov/csl/25-26/download;

CFTC

Letter

No.

25-28

(Sept.

3,

2025),

available

at

https://www.cftc.gov/csl/25-28/download;

CFTC

Letter

No.

25-35

(Sept

),

available

at

https://www.cftc.gov/csl/25-02/download;

CFTC

Letter

No.

25-23

(Jul.

22,

2025),

available

at

https://www.cftc.gov/csl/25-23/download;

CFTC

Letter

No.

25-26

(Aug.

7,

2025),

available

at

https://www.cftc.gov/csl/25-26/download;

CFTC

Letter

No.

25-28

(Sept.

3,

2025),

available

at

https://www.cftc.gov/csl/25-28/download;

CFTC

Letter

No.

25-35

(Sept.

30,

2025),

available

at

https://www.cftc.gov/csl/25-35/download;

CFTC

Letter

No.

25-44

(Dec.

11,

2025),

available

at

https://www.cftc.gov/csl/25-44/download;

CFTC

Letter

No.

25-45

(Dec.

11,

2025),

available

at

https://www.cftc.gov/csl/25-45/download;

CFTC

Letter

No.

25-47

(Dec.

11,

2025),

available

at

https://www.cftc.gov/csl/25-47/download;

CFTC

Letter

No.

25-48

(Dec.

11,

2025),

available

at

https://www.cftc.gov/csl/25-48/download;

and

CFTC

Letter

26-01

(Jan.

8,

2026),

available

at

https://www.cftc.gov/csl/26-01/download.

22 Some of these conditions regarding the no-action position may constitute a collection of information, as that term

is defined in the Paperwork Reduction Act, 44 U.S.C. §§ 3501 et. seq. The Office of Management and Budget

(“OMB”)—in accordance with 44 U.S.C. § 3507(d) and 5 C.F.R. §§ 1320.8 and 1320.10—has approved collection

3038-0049, entitled “Procedural requirements for requests for interpretative, no-action and exemptive letters,” for

such purposes. This collection would encompass collections made as part of exemptive or no-action position from the

Commission or its staff. The public is not required to respond to a collection of information that does not have a valid

OMB control number.

approved collection

3038-0049, entitled “Procedural requirements for requests for interpretative, no-action and exemptive letters,” for

such purposes. This collection would encompass collections made as part of exemptive or no-action position from the

Commission or its staff. The public is not required to respond to a collection of information that does not have a valid

OMB control number.

5

1)

Titan will require all Titan Contracts to be fully collateralized positions, as defined

by Commission regulation 39.2;23

2)

Titan will clear all Titan Contracts through QC or Olympus and QC or Olympus

will clear all Titan Contracts;

3)

Titan will publish on its website the following time and sales data for all Titan

Contract transactions promptly after execution thereof: trade timestamp, contract,

quantity, and price;

4)

Titan will provide the Commission with all transactional information as described

in Commission regulation 16.02;

5)

Titan, QC, and Olympus will comply with all reporting and recordkeeping

requirements of the CEA and CFTC regulations applicable to them in their

respective capacities as a DCM and a DCO, other than the Relevant Regulations,

including, but not limited to, the applicable requirements of Parts 38 and 39 of the

Commission’s regulations (the records required to be retained by this condition (5)

are referred to below as the “Required Records”); and

6)

Titan, QC, and Olympus will keep the Required Records open to inspection upon

request by any representative of the Commission, the United States Department of

Justice, or the Securities and Exchange Commission, or by any representative of a

prudential regulator as authorized by the Commission. Copies of all such records

shall be provided, at the expense of Titan, QC, and Olympus, to any representative

of the Commission upon request

ired Records open to inspection upon

request by any representative of the Commission, the United States Department of

Justice, or the Securities and Exchange Commission, or by any representative of a

prudential regulator as authorized by the Commission. Copies of all such records

shall be provided, at the expense of Titan, QC, and Olympus, to any representative

of the Commission upon request. Titan, QC, and Olympus shall provide copies of

the Required Records either by electronic means, in hard copy, or both, as requested

by the Commission, with the sole exception that copies of records originally created

and exclusively maintained in paper form may be provided in hard copy only.

23 Commission regulations define “fully collateralized position” as “a contract cleared by a derivatives clearing

organization that requires the derivatives clearing organization to hold, at all times, funds in the form of the required

payment sufficient to cover the maximum possible loss that a party or counterparty could incur upon liquidation or

expiration of the contract.” 17 C.F.R. § 39.2.

6

This letter expresses a staff position only with respect to enforcement of the Relevant

Regulations. This letter does not state any legal conclusion regarding the characteristics or legality

of Titan Contracts or the conduct of any person covered by the no-action position.24 This letter

and the no-action position taken herein represent the views of the Divisions only, and do not

necessarily represent the positions or views of the Commission or of any other Commission

division or office. This letter and the no-action position taken herein are not binding on the

Commission.25 Except as explicitly provided in this letter, the no-action position taken herein does

not excuse persons from compliance with any applicable requirements of the CEA or Commission

regulations

ot

necessarily represent the positions or views of the Commission or of any other Commission

division or office. This letter and the no-action position taken herein are not binding on the

Commission.25 Except as explicitly provided in this letter, the no-action position taken herein does

not excuse persons from compliance with any applicable requirements of the CEA or Commission

regulations.

Further, this letter, and the no-action position contained herein, are based upon the

representations made to the Divisions, including the representations made by Titan and Olympus

that are described herein. Any different, changed, or omitted material facts or circumstances may

render this letter void. To the extent this Supplemental Staff Letter modifies CFTC Letter No. 25-

44, the no-action position provided in this letter supersedes CFTC Letter No. 25-44. In all other

respects, CFTC Letter No. 25-44 continues to be in effect. As with all no-action letters, the

Divisions retain the authority to, in their discretion, further condition, modify, suspend, terminate

or otherwise restrict the terms of the no-action position provided herein. This letter will expire at

the time that the Commission adopts amendments to its regulations that address event contract

reporting.

If you have any questions concerning this letter, please contact Paul Chaffin, Division of

Market Oversight, at (202) 418-5185 or pchaffin@cftc.gov; Alicia Silverman, Division of Market

Oversight, at (202) 418-5219 or asilverman@cftc.gov; Isabella Bergstein, Division of Market

Oversight, at (202) 993-1384 or ibergstein@cftc.gov; Owen Kopon, Division of Market Oversight,

at (202) 418-5360 or okopon@cftc.gov; or Daniel O’Connell, Division of Clearing and Risk, at

haffin, Division of

Market Oversight, at (202) 418-5185 or pchaffin@cftc.gov; Alicia Silverman, Division of Market

Oversight, at (202) 418-5219 or asilverman@cftc.gov; Isabella Bergstein, Division of Market

Oversight, at (202) 993-1384 or ibergstein@cftc.gov; Owen Kopon, Division of Market Oversight,

at (202) 418-5360 or okopon@cftc.gov; or Daniel O’Connell, Division of Clearing and Risk, at

(202) 418-5583 or doconnell@cftc.gov.

Sincerely,

____________________

Joshua Beale

Acting Director

Division of Market Oversight

____________________

Richard Haynes

Acting Director

Division of Clearing and Risk

24 For the avoidance of doubt, this letter is not intended to address whether any of the Titan Contracts are consistent

with any statutory or regulatory requirement, including with respect to the requirements of CEA section 5c(c)(5)(C)

or Commission regulation 40.11. 17 C.F.R. § 40.11.

25 See 17 C.F.R. § 140.99(a)(2) (“A no-action letter binds only the issuing Division . . . and not the Commission or

other Commission staff.”).