SEC Clarifies New Rules For Staked Ethereum

U.S. Securities and Exchange Commission (SEC) staff issued new guidance stating that tokens received for staking ether are not securities, provided they function solely as receipts for the underlying ETH.

Key points of the guidance

• The Division of Corporation Finance released the guidance on a Friday.
• A staking receipt token is considered a “digital tool” when the underlying asset is a digital commodity, such as ether.
• The token must not alter the rights attached to the staked ETH, add extra rewards, or be used by the provider for lending, pledging, or re‑using the deposited coins.

Background

Staking involves locking up cryptocurrency to support a blockchain’s operation in exchange for rewards. Liquid‑staking services issue a tradable token that represents the locked‑up coins.

Three years ago, the SEC required Kraken to pay $30 million and cease its U.S. staking service after alleging that the platform advertised high returns without proper disclosures. In early 2025, the SEC sued Coinbase over its staking program, but the case was dropped in February 2025. Subsequent staff statements in 2025 indicated that both protocol staking and liquid staking do not constitute securities offerings when the receipt token remains a pure claim on the underlying asset.

Conditions for non‑security status

• The receipt token cannot change the rights of the staked ETH.
• The provider may not lend, pledge, or otherwise reuse the deposited ETH.
• The token must not set or guarantee specific reward rates.

Regulatory dissent

SEC Commissioner Caroline Crenshaw expressed concerns that the August 2025 staff statement relied on assumptions that may not reflect real‑world staking programs, issuing a response titled “Caveat Liquid Staker.”

Implications for token buybacks

The FAQs note that on an already functional network, announcing a token buyback does not constitute a promise that could render the token a security. However, on an unfinished network, such a promise could still be viewed as an investment contract.

Legal context

The guidance carries no legal force and could be altered by future administrations, especially after the Senate’s recent failure to pass the Clarity Act, which sought to delineate oversight between the SEC and the CFTC.