SEC Clarifies How Federal Securities Laws Apply to Crypto Assets – Crypto News

The U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission have jointly released a sweeping interpretive guidance that formally classifies major crypto assets and activities under federal securities law, a long-awaited move that ends years of regulatory ambiguity that industry participants described as “regulation by enforcement.”

The guidance, Release No. 33-11412, establishes a five-category taxonomy for crypto assets and clarifies the legal status of a range of on-chain activities including staking, mining, airdrops, and token wrapping.

A New Taxonomy

At the heart of the document is a classification system that divides crypto assets into five categories: digital commodities, digital collectibles, digital tools, stablecoins, and digital securities.

The most consequential determination for the market is the SEC’s explicit designation of 16 major tokens as digital commodities — assets that derive their value from the programmatic operation of a functional crypto network rather than from the managerial efforts of a centralized party. The list includes Bitcoin (BTC), Ether (ETH), Solana (SOL), XRP, Cardano (ADA), Avalanche (AVAX), Chainlink (LINK), Dogecoin (DOGE), and eight others. As digital commodities, these assets are not securities and fall outside SEC jurisdiction, though they could be subject to CFTC oversight as commodities under the Commodity Exchange Act.

NFTs, Meme Coins, and Fan Tokens

The guidance also formally addresses NFTs and meme coins, classifying them as digital collectibles — assets with artistic, entertainment, social, or cultural value. Examples cited include CryptoPunks, Chromie Squiggles, and the meme coin WIF. The SEC notes that meme coins are typically acquired for non-investment purposes, their value driven by supply and demand rather than any issuer’s efforts, and are therefore not securities.

However, the agencies drew one notable bright line: fractionalizing a digital collectible — splitting a single NFT into multiple ownership interests — could constitute a securities offering, because it introduces elements of shared investment and reliance on managerial efforts.

Fan tokens received a nuanced treatment, with the SEC noting they have “hybrid characteristics” and could also be classified as digital tools.

Staking and Mining Get a Safe Harbor

One of the most practically significant sections of the guidance covers protocol staking and protocol mining, both of which the SEC determined are not securities transactions. The ruling covers solo staking, third-party custodial staking, and liquid staking arrangements — provided that staking providers do not guarantee fixed returns, do not use deposited assets for speculation or rehypothecation, and function as administrative agents rather than active managers of investor funds.

Liquid staking receipt tokens — the tokenized receipts issued to depositors in liquid staking protocols — are similarly deemed non-securities when they represent non-security underlying assets. This determination is significant for protocols like Lido and Rocket Pool, which issue tokens such as stETH and rETH.

Wrapped Tokens Also in the Clear

The guidance also provides clarity on token wrapping, concluding that redeemable wrapped tokens — one-for-one representations of an underlying crypto asset, such as wrapped Bitcoin (WBTC) — are not securities when the underlying asset is itself a non-security. The SEC specifies that wrapped token providers cannot use deposited assets for any purpose, including lending or trading, for this safe harbor to apply.

From “Regulation by Enforcement” to a Written Framework

The joint release comes after years of industry frustration with SEC enforcement actions against crypto firms, which many characterized as the agency’s primary tool for defining the regulatory perimeter. The guidance explicitly acknowledges those criticisms, noting that the SEC’s previous approach prompted complaints that it was pursuing actions rather than “developing a tailored regulatory framework that accommodates crypto asset innovation.”

The new framework grows out of work by the SEC’s Crypto Task Force, established in January 2025 under then-Acting Chairman Mark T. Uyeda, and was formalized as “Project Crypto” under Chairman Paul S. Atkins following a White House working group report on digital asset markets released in July 2025. On January 29, 2026, Atkins and CFTC Chairman Michael S. Selig announced the initiative would proceed jointly between both agencies.

The SEC emphasized that the guidance does not replace the Howey test — the Supreme Court precedent used to determine what constitutes an investment contract — but rather articulates how the agency interprets its application to crypto assets. Importantly, the guidance supersedes prior SEC staff statements on topics including meme coins, stablecoins, proof-of-work mining, and staking.

What Remains a Security

The document makes clear that assets structured as digital securities — tokenized stocks, bonds, or other traditional financial instruments recorded on a blockchain — remain fully subject to securities law regardless of their on-chain format. It also reaffirms that any non-security crypto asset can become subject to an investment contract if issuers make explicit promises of profit tied to their own managerial efforts — the classic token sale model — and that such investment contracts must be registered or exempt.

The agencies are soliciting public comment on the guidance and indicated the framework may be revised or expanded based on feedback.

This article was written with the assistance of AI workflows. All our stories are curated, edited and fact-checked by a human.