SEC Clarifies: Crypto Staking Does Not Necessarily Violate U.S. Securities Laws!
In a significant clarification for the digital asset industry, the U.S. Securities and Exchange Commission (SEC) stated on Thursday, May 30, 2025, that certain crypto staking activities may not constitute violations of U.S. securities law. The announcement, issued in the form of a staff statement by the SEC’s Division of Corporation Finance, offers important guidance for participants in proof-of-stake (PoS) blockchain networks.
Key Clarification on Crypto Staking
According to the staff statement, a range of staking-related activities do not inherently involve the “offer and sale of securities,” suggesting that these activities may fall outside the purview of existing federal securities regulations. In particular, the SEC emphasized that parties engaged in staking—including node operators, validators, custodians, delegates, nominators, and other entities—are not necessarily subject to enforcement under securities law when engaging in such operations on their own behalf, through a third party, or on behalf of asset owners.
This development is seen as placing staking on similar legal footing with mining—the consensus mechanism utilized by proof-of-work blockchains such as Bitcoin. In April 2025, the SEC issued a comparable staff statement clarifying that mining activities do not implicate securities laws, marking a consistent interpretative approach from the regulator.
Industry Reactions
Lorien Gabel, Chief Executive Officer of Figment—a leading company focused on staking infrastructure—praised the clarity of the SEC’s latest communication. “This is a complicated subject, but the SEC’s statement is surprisingly straightforward,” Gabel commented. He also highlighted that the guidance explicitly extends to ancillary staking services, such as insurance mechanisms related to slashing events and the provision of modified unbonding periods. These services, according to the SEC, do not transform service providers into asset managers, a designation that would otherwise carry extensive regulatory obligations.
Moreover, the statement suggests that companies engaging in pooled staking or offering value-added services related to staking can continue to do so without automatically triggering securities law implications. This aspect of the guidance is expected to reassure companies that had previously avoided certain staking activities due to regulatory uncertainty.
Policy and Legal Implications
Alison Mangiero, Head of Staking Policy at the Crypto Council for Innovation, emphasized the broader significance of the SEC’s announcement. “This statement reaffirms that the SEC intends to treat stakers similarly to miners, which is a crucial development,” Mangiero stated. She referenced the enforcement-heavy posture of the SEC under former Chair Gary Gensler, during which staking services were frequently the subject of legal actions—including the high-profile case against Coinbase. Notably, many of those enforcement actions have since been dismissed, including the Coinbase case, which was dismissed with prejudice, signaling a permanent legal resolution in favor of the defendant.
Mangiero further noted the timing of the statement, which coincides with a critical juncture in the SEC’s review process for multiple applications to launch spot Ethereum exchange-traded funds (ETFs) that include staking components. Although ETF issuers were widely expected to receive eventual approval, the SEC’s formal articulation on staking is likely to accelerate regulatory clearance.
Legal Limitations and Scope
Despite its clarity, the SEC staff statement includes important caveats. As with previous communications, the statement is explicitly non-binding and does not carry the legal authority of a formal rule or regulation adopted by the SEC’s commissioners. A footnote reiterates that the guidance is “narrowly tailored” and does not apply to activities involving crypto assets that confer rights to income, profits, business assets, or that are designed to generate passive returns—economic features more traditionally associated with investment contracts under the Howey Test.
Another footnote underscores that the statement does not supersede the SEC’s formal rulemaking processes and “has no legal force or effect.” Thus, while the guidance is influential in signaling the agency’s current interpretive posture, it does not offer absolute legal protection or immunity from future enforcement actions should facts or interpretations change.
Conclusion
The SEC’s staff statement on May 30, 2025, represents a noteworthy evolution in the regulatory landscape for digital assets. By delineating the boundaries within which staking can occur without violating securities laws, the Commission has offered much-needed clarity to the blockchain ecosystem. While the statement falls short of formal rulemaking, it is nevertheless viewed as a critical reference point for U.S.-based companies seeking to operate in the crypto staking sector.
As the industry continues to mature and regulatory frameworks evolve, ongoing engagement between stakeholders and regulators will be essential in ensuring both legal compliance and innovation can coexist.
Disclaimer. This article does not contain investment advice or recommendations. All buying, selling and investing of crypto assets is the sole responsibility of the reader.
