SEC Staff Guidance Exempts Staking Receipts And Wrapped Tokens From Securities Rules

SEC staff in 2026 issued interpretive guidance addressing four crypto asset categories—staking receipt tokens, wrapped assets, token buybacks, and functional crypto networks—clarifying when each falls outside federal securities rules. The guidance builds on the March 17, 2026, joint SEC and CFTC interpretive release (Release No. 33-11412), titled "Application of the Federal Securities Laws to Certain Types of Crypto Assets," which marked the first Commission-level statement on when crypto assets are and are not within US securities jurisdiction.

Under the staff guidance, staking receipt tokens may be treated as digital tools rather than securities when they merely evidence a depositor's claim to a staked, non-security crypto asset that is not subject to an investment contract. The staff treats redeemable wrapped tokens as "receipts" under Section VI of the interpretation, applying a framework similar to that used for staking receipt tokens. When the underlying asset is a non-security crypto asset and the wrapper merely evidences the depositor's claim to that asset, the wrapped token generally falls outside securities rules.

The staff position is that a buyback—where a project purchases its own tokens from the market—does not itself create an investment contract, because the transaction is a purchase of an existing asset rather than an offer or sale of a security. The guidance also establishes criteria for functional crypto networks, where the token serves a consumptive or utility purpose—such as paying for transaction fees, accessing network services, or participating in governance—rather than functioning primarily as an investment vehicle.

The guidance is non-binding staff commentary rather than a formal Commission rule, meaning it does not carry the force of law and does not bind SEC enforcement actions. For firms operating in the crypto space, the practical takeaway is that the SEC has provided a more predictable roadmap, but each token structure still requires careful fact-specific analysis.