The U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a staff statement clarifying that certain proof-of-stake blockchain protocol staking activities are not securities transactions under the federal securities laws, including when provided through staking-as-a-service arrangements. The statement applies to persons who self-stake certain covered crypto assets on proof-of-stake or delegated proof-of-stake networks, and to non-custodial and custodial staking-as-a-service providers that facilitate such staking for others. It also explains that bundling staking with certain ancillary services does not, in staff’s view, make the staking service a securities offering, including slashing coverage, returning crypto assets before the end of a protocol unbonding period, paying rewards on alternative schedules or in alternative amounts, and aggregating assets to meet a network’s minimum staking requirements. The clarification follows the Division’s March 2025 statement on certain proof-of-work mining activities, and Commissioner Hester Peirce indicated the Division and the SEC’s Crypto Task Force expect to continue developing views on the securities status of other network-consensus-related activities, products, and services.
U.S. Securities & Exchange Commission 2025-05-29
U.S. Securities and Exchange Commission Division of Corporation Finance clarifies covered proof-of-stake protocol staking is not a securities transaction
The U.S. SEC’s Division of Corporation Finance clarified that certain proof-of-stake blockchain protocol staking activities are not considered securities transactions under federal laws. This applies to self-staking and staking-as-a-service providers, even when bundled with ancillary services. The Division, alongside the SEC’s Crypto Task Force, will continue assessing the securities status of other network-consensus-related activities.