SEC Staff FAQs Clarify Staking Receipt Tokens And Buybacks Under Howey Test

The U.S. Securities and Exchange Commission's Division of Corporation Finance published updated staff FAQs on September 25, 2026, clarifying how federal securities laws apply to staking receipt tokens, wrapped assets, token buybacks, and functional networks. The guidance, issued through staff interpretations rather than formal rulemaking, addresses whether these crypto activities fall outside investment-contract analysis under certain conditions.

The FAQs apply the Howey test to staking receipt tokens, examining whether holders have a reasonable expectation of profits derived from the efforts of others. Under the guidance, staking receipt tokens that merely evidence ownership of deposited non-security crypto assets generally fall outside investment-contract analysis. However, receipt tokens relating to assets bound by an investment contract may still be subject to securities laws.

The SEC staff FAQs clarify that token buyback programs do not automatically make a crypto asset a security. According to the guidance, a buyback program for an already functioning crypto network would not, by itself, subject the associated token to investment-contract analysis. Similarly, network upgrades and marketing statements do not automatically trigger securities classification.

The guidance directly affects crypto issuers, exchanges, and staking programs operating in the United States. Platforms offering custodial staking and liquid staking services must assess whether their receipt tokens qualify for the exclusion outlined in the FAQs. The SEC's framework gives crypto infrastructure teams clearer ground on mining, staking, custodial staking, and liquid staking, according to analysis from VG Law Firm.