The U.S. Securities and Exchange Commission (SEC) stated in its May 29 statement from its Division of Corporation Finance that proof-of-stake staking isn’t a securities transaction. The SEC made clear, however, that federal securities laws do not apply to the self-staking of some digital assets under proof-of-stake (PoS) or delegated PoS protocols.
This clarification is for people staking eligible crypto assets and both custodial and non-custodial staking as a service providers. The news follows months of regulatory uncertainty in the United States over digital asset activities.
Clarity for stakers and service providers
1/ Today the @SECGov issued guidance on activities involving "staking" / proof-of-stake consensus mechanisms. As in its POW/mining guidance, the SEC affirmed that participation in protocol staking activities does not require registration under the securities laws. pic.twitter.com/zArQ5lz8KD
— Rebecca Rettig (@RebeccaRettig1) May 29, 2025
This clarification from the SEC is essential in eliminating confusion around what constitutes a security, who digital asset holders are, and who the staking service platforms are. The Commission said many U.S.-based participants had been discouraged from participating in network consensus activities out of concern about regulatory compliance. This lack of participation was alarming for decentralized networks and the overall health of PoS networks.
In response, the Division said combining those additional features (such as provisions relating to slashing coverage or alternative reward schedules) with staking services does not convert any of the activity into a securities offering. Slashing coverage enables the early return of staked assets, but aggregating such assets from contributors into a shared pool allows the staking pool to meet the network’s minimums.
Position on mining activities
It also repeated its stance on proof of work (PoW) mining. On March 20, the Division of Corporation Finance said it does not treat PoW mining as a securities activity under U.S. law. ‘Mining depends on no managerial efforts by some established entity or individual for the reward to accrue to anyone,’ the agency added. Instead of creating an investment contract like an IPO or store, miners simply contribute their computational power to the network, and the activity doesn’t meet the Howey Test.
The SEC added that miners and mining pools earn rewards without any expectations tied to someone else’s entrepreneurial efforts, which supports the conclusion that mining isn’t a securities transaction.
Ongoing regulatory developments
SEC Commissioner Hester Peirce stated that the Division and the agency’s Crypto Task Force will continue to evaluate other digital asset-related activities. The goal is to determine whether additional aspects of the ecosystem meet the criteria for securities under existing laws.
The SEC has made this clarification amid broader regulatory shifts, following changes in leadership and the creation of a crypto-specific task force. However, Commissioner Caroline Crenshaw expressed concern that current SEC actions may still leave market participants uncertain about compliance expectations.
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