The US Securities and Exchange Commission (SEC) Division of Corporation Finance released new guidance clarifying that tokens received for staking ether are not securities, provided they function solely as receipts. This classification applies when the underlying asset is a digital commodity, a category that includes ether as recognized by the SEC and the Commodity Futures Trading Commission.
The regulatory stance distinguishes these receipt tokens from investment contracts. To qualify, the token must not alter the rights of the staked ether, provide additional rewards, or allow the provider to lend or pledge the deposited coins. Unlike previous enforcement actions, such as the 2023 case where Kraken paid $30 million to settle charges, these tokens must not fix or set specific return figures.
The guidance also addresses token buybacks. For functional networks, buyback announcements do not constitute promises that would classify a token as a security. However, for unfinished networks, promoting buybacks as a means to generate returns may still be viewed as an investment contract. The SEC noted that once a network is operational, maintenance efforts no longer qualify as essential managerial efforts under the Howey test.
Despite these updates, SEC Commissioner Caroline Crenshaw expressed disagreement, stating that the August 2025 liquid staking guidance relies on assumptions that may not reflect actual program operations. Furthermore, the SEC clarified that these FAQs do not carry legal force. Analysts note that because this is guidance rather than legislation, it remains subject to withdrawal by future administrations.
