What Was the Court’s Reasoning for Classifying Programmatic Sales as Non-Securities?

The court's reasoning for classifying programmatic sales (sales on public exchanges) of XRP as non-securities was that the buyers, who purchased anonymously, could not have reasonably known their money was going directly to the promoter (Ripple) or relied on Ripple's efforts for their profit. The court viewed these sales as "blind bid/ask transactions" where the purchasers' expectation of profit was derived from the general market forces, not solely from the managerial efforts of the promoter.

This broke the final prong of the Howey Test.