The U.S. Securities and Exchange Commission’s Division of Corporation Finance issued new answers on Sept. 25, 2026, explaining how it would treat staking receipt tokens, token buybacks and post-launch network activity under federal securities law, Coinpedia reported.
The guidance expands on an interpretive release the agency issued in March 2026 and sets out the staff’s view of when a crypto asset is tied to an investment contract under the Howey test, the standard courts use to decide whether an arrangement is a security. Crypto.news reported the same publication date for the FAQs and noted that they amount to staff answers under existing interpretations rather than a new rule or a Commission decision.
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Key facts
- The FAQs were issued by the SEC’s Division of Corporation Finance on Sept. 25, 2026, building on the agency’s March 2026 Interpretive Release.
- Under the Howey test, a crypto asset may form part of an investment contract when buyers put in money expecting profits from the essential managerial efforts of others.
- For a functional network, work to secure, maintain or improve the system does not necessarily count as essential managerial effort, and an issuer’s promise to keep doing that work would not on its own satisfy that part of the Howey test, according to Crypto.news.
- A staking receipt can be treated as a digital tool when it proves ownership of an underlying digital commodity not subject to an investment contract; a receipt from a protocol-based liquid staking provider may instead qualify as a digital commodity, Coinpedia reported.
- Crypto.news reported that the answers are staff views, create no new legal obligations, and were not approved or disapproved by the Commission.
Staking receipts and what holders actually own
Both outlets described the receipt concept in similar terms but drew out different details. Coinpedia noted that the receipt simply proves ownership of an underlying asset, with the issuer barred from transferring, lending, pledging or otherwise using the deposited asset. Crypto.news added that the same explanation covers the receipt concept for both staking tokens and redeemable wrapped tokens in the March interpretation, and that the issuer’s creditors cannot take claims over the deposited asset.
Crypto.news also reported that although a holder may receive rewards earned on the underlying staked asset, the receipt token itself does not create that entitlement or fix the reward amount. The classification turns on the token’s actual rights and how the underlying asset is held, not on its name.
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The staff had addressed related territory before: Crypto.news noted that in August 2025, Corporation Finance staff said certain liquid staking arrangements did not involve the offer or sale of securities when users received tokens documenting ownership of staked assets. The Sept. 25 answers add detail on where those receipts fit in the token categories set out later.
Buybacks, upgrades and marketing claims
For a functional network, Coinpedia reported, announcing a buyback of a non-security crypto asset generally would not create an investment contract. The analysis changes if the network is not yet functional and the issuer frames the buyback as a way to generate returns for holders. Crypto.news gave the same split, adding that the distinction connects to an August SEC proposal that included a conditional path for an asset to leave investment-contract status once an issuer permanently completed or stopped the promised essential managerial work.
On marketing, both reports said pushing a network’s existing uses or likely future features generally falls short of an essential-managerial-effort promise, particularly where no profit is claimed. Crypto.news added that the staff said the outcome depends on the facts of each communication, and that listing a token on a U.S. trading platform does not by itself make the platform a promoter unless it meets the existing definition in Securities Act Rule 405.
Where responsibility for promised work changes hands, Crypto.news reported the staff’s view that an asset does not separate from an investment contract merely because a different party has taken over the promise. Once a functional network has no central party able to control its success or failure, statements by the original issuer are unlikely to create a new investment contract.
Why it matters
Token issuers, liquid staking providers and exchanges now have a more granular staff view of when receipts, buybacks and network upkeep stop pointing toward an investment contract, which shapes how products can be described and sold in the U.S. The answers sit below the March framework in legal weight: they interpret existing guidance rather than enacting rules, so they can be revised or contradicted by the Commission or the courts. For builders, the practical effect is that the specifics of a token’s rights and an issuer’s past statements matter more than its label.
What to watch
The August SEC proposal on crypto offerings, which contemplates a conditional route for an asset to exit investment-contract treatment, remains the larger piece of unfinished business that the Sept. 25 staff answers only partly preview. Issuers whose tokens still sit under a prior investment contract should also watch how staff applies the functionality test to their own prior representations.
Sources: Coinpedia, Crypto.news
