Statement Summary
The Division of Corporation Finance has clarified that certain proof-of-stake blockchain staking activities are not considered securities transactions under federal law. This clarification aims to encourage participation in network consensus by alleviating concerns about violating securities regulations. The statement applies to individuals who self-stake crypto assets on proof-of-stake networks and to staking-as-a-service providers, both custodial and non-custodial. The Division emphasized that additional services associated with staking do not classify the activity as a securities offering. This guidance follows previous indications about proof-of-work mining activities not being securities and signals ongoing development in regulatory views regarding various crypto activities.
Original Statement
Today, the Division of Corporation Finance clarified its view that certain proof-of-stake blockchain protocol “staking” activities are not securities transactions within the scope of the federal securities laws. Proof-of-stake network protocols are designed to encourage users to voluntarily coordinate and cooperate to secure the network. But uncertainty about regulatory views on staking discouraged Americans from doing so for fear of violating the securities laws. This artificially constrained participation in network consensus and undermined the decentralization, censorship resistance, and credible neutrality of proof-of-stake blockchains.
Today’s statement provides welcome clarity for stakers and “staking-as-a-service” providers in the United States. The Division’s statement is applicable to persons who self-stake certain covered crypto assets on a proof-of-stake or delegated proof-of-stake network. It also applies to non-custodial and custodial staking-as-a-service providers that facilitate this type of staking on behalf of others. Additionally, the statement explains that the pairing of certain ancillary services together with non-custodial or custodial staking services, in staff’s view, does not make providing staking services a securities offering. These ancillary services include:
- The provision of slashing coverage, allowing crypto assets to be returned to a staker prior to the end of the protocol’s “unbonding” period.
- Delivering earned rewards based on an alternative rewards payment schedule and in alternative amounts.
- Aggregating stakers’ crypto assets together for purposes of satisfying a network’s minimum staking requirements.
This statement follows the Division’s clarification of its views that certain proof-of-work network protocol mining activities are not securities transactions.
I expect that the Division and Crypto Task Force will continue to develop views about security status for other activities, products, and services involving participation in network consensus. People with additional questions may reach out to the Division with these questions. Several ways to contact the Division are available at The Crypto Task Force also welcomes inquiries and feedback on this statement through crypto.
I would like to thank Cicely LaMothe, Acting Director of the Division of Corporation Finance, and her staff for their diligent work to provide clear statements about staff views regarding the applicability of securities regulations to crypto assets.
[1] Division of Corporation Finance, Statement on Certain Proof-of-Work Mining Activities, Mar. 20, 2025.
