4
June
2025
SEC issues statement reversing position on crypto staking
In a significant policy shift, the U.S. Securities and Exchange Commission (SEC) issued a non-binding staff ‘Statement’ on May 29, 2025, indicating the agency is assuming the policy position that certain forms of PoS digital assets staking do not involve the offer or sale of securities and therefore do not require registration under federal securities laws. The Statement signals that the SEC has assumed a view more better aligned with the technological and economic realities of PoS staking activities, recognizing self-staking, self-custodial staking using third parties, and custodial staking as being primarily of an administrative or ministerial—rather than investment—nature.
The Statement indicates a sharp reversal from the SEC’s policy position on staking under the former leadership of Gary Gensler, when it sought to classify some of these staking-related activities as investment contracts, a type of security, under the test established by the Supreme Court in SEC v. Howey. The Statement also diverges from recent federal court decisions—including in the closely watched Binance and Coinbase cases—finding that certain staking service arrangements did meet the legal threshold for securities offerings. Notably, the Statement does not carry the same weight as formal rulemaking, but the SEC’s newly assumed policy position could help to persuade stakeholders to assume similar policy positions in connection with PoS staking more broadly.
Last updated 06/04/2025.