On May 29, 2025, the United States Securities and Exchange Commission (SEC) issued a regulatory position statement on specific PoS network staking activities, which attracted widespread attention in the crypto industry. Although this statement is not a final law or formal system, it clearly expresses the SEC's regulatory attitude towards staking activities, has important guiding and reference significance, and may affect the formulation and implementation of relevant policies in the future.
1. Definition of pledge
In this statement, the SEC defines Protocol Staking as: In a public, permissionless blockchain network that adopts the Proof-of-Stake (PoS) mechanism, users obtain the right to participate in network consensus, maintain network security and technical operations, and obtain rewards by staking crypto assets closely related to the operation of the network.
At the same time, the assets involved in the staking process are also called "covered crypto assets". Such assets are usually directly related to the operation mechanism of the network, and are mainly used to participate in network consensus (such as verifying new blocks) and ensure technical stability and security. Users participate in network operations by staking these assets and receive corresponding rewards. Typical examples include ETH of the Ethereum network, DOT of the Polkadot network, and ATOM of the Cosmos network.
In this process, validators obtain the right to verify new blocks through staking. Their rewards may come from incentive mechanisms such as newly minted crypto assets and network transaction fees. This design is intended to encourage users to actively stake assets to enhance the decentralization and security of the network, because the more staked assets, the stronger the network's ability to resist "malicious majority control" attacks.
According to different pledge methods, the SEC divides them into three categories:
• The first category is "Self or Solo Staking" where users run their own nodes and have full control over their assets. Users can receive full rewards.
• The second type is "Self-Custodial Staking with Third Party", in which users entrust the verification rights to a third-party node but still manage their assets and private keys by themselves. The third-party node operator assists in verification and shares part of the rewards, and users and validators jointly obtain staking income.
• The third category is "Custodial Staking", in which users entrust their assets to a third party for custody and the custodian pledges them on their behalf. The rewards are distributed according to the agreed ratio.
The SEC specifically emphasizes that the custodian shall not use the user's pledged assets for lending, cryptocurrency speculation or other non-pledge purposes. At the same time, the SEC will focus on whether the ownership and control of assets are transferred during the pledge process, whether third parties use assets for other purposes (such as lending or trading), whether the participation method constitutes a securities issuance or investment contract, and whether these mechanisms may increase user asset risks or bring network governance risks.
2. Non-Securities Attributes of Agreement Pledge
The focus of this statement is whether the agreement pledge falls within the scope of securities regulation. In this regard, the SEC stated that the main factor in determining whether the pledge behavior is a "security" is whether the user hands over the money, whether it is handed over to others to operate, and whether they expect to make money from the efforts of others. They use a standard called the Howey test.
Simply put, if the pledger runs the node and pledges the assets himself, this does not meet the conditions of relying on others to make money in securities and is not considered a security. Even if the verification right is authorized to a third-party node, as long as the control of the assets is not transferred, the node party is only operating on behalf of others, and it is not considered to rely on the efforts of others to make a profit. At the same time, in custodial pledge, even if the user hands over the assets to a third party, the custodian only operates on behalf of the user and does not make decisive management, such as whether to pledge, how much to pledge, when to pledge, etc., which does not constitute the "substantial efforts of others" clause in securities. In other words, as long as it is not a model of "you pay money, others work, and you wait to make money", the SEC usually will not identify it as a security.
Therefore, the SEC believes that in a blockchain network that adopts a proof-of-stake (PoS) mechanism, users’ participation in “Protocol Staking” does not essentially fall within the scope of “securities” under the U.S. Securities Act or Exchange Act, and does not require registration or exemption from registration in accordance with securities-related regulations.
In addition, regarding the "ancillary services" provided during the pledge process, the SEC believes that they are essentially auxiliary administrative or transactional operations and do not constitute securities behavior. For example: helping users bear the losses caused by node penalties (slashing), providing early redemption services, adjusting the time or frequency of reward issuance, or aggregating the assets of multiple users to meet the pledge threshold, etc. These services are only to make it more convenient for users to pledge, and do not involve profit commitments or active management, so they do not fall within the scope of securities supervision.
3. Market Impact
Although the SEC stated in this statement that some PoS protocol staking activities themselves do not constitute securities issuance, it also clearly emphasized a premise: only when the staking activities are completely "self-managed" by users, such as running nodes by themselves, controlling private keys, using their own assets to participate in staking, and not relying on third parties to obtain income, do they not fall into the category of securities.
On the contrary, those staking behaviors that rely on third parties may be defined as securities in the near future. Especially when users entrust their crypto assets to centralized platforms or custodians, they do not directly participate in node operations, but rely on these third parties to complete staking and obtain returns. Such models may trigger the Howey Test standard for securities in US law, that is, users obtain expected returns based on "the efforts of others."
Combined with this policy statement, some current crypto tracks may be affected to varying degrees:
For PoS public chain projects (such as Ethereum, Cosmos, etc.), although protocol staking is currently considered not to fall within the scope of securities, if the staking behavior in its ecosystem is commercialized and centralized by a third party, it may be restricted by regulators as securities transactions.
For centralized staking platforms, such as Coinbase, Binance and other centralized exchanges, the platform staking products provided by CEX usually involve user asset custody and helping users earn income, which meets the typical characteristics of the Howey Test. In the future, the SEC may require such services to complete securities registration or adopt stricter disclosure obligations and compliance reviews, thereby increasing the compliance costs and legal risks of the platform.
For DeFi staking protocols such as Lido and Lombard, although these protocols emphasize "decentralization", whether their governance and node operations are truly decentralized and whether users clearly understand the logic of income may still trigger regulatory discussions. In particular, liquidity staking derivative assets (such as stETH and LBTC) are tokens obtained by users after staking, representing their staking rights. Such tokens can be traded in the market and have the attributes of financial assets. Because they have tradable and securities-like characteristics, they may be indirectly concerned by regulators and even identified as assets that need to comply with financial regulatory requirements, making such projects face a stricter regulatory environment.
For ordinary users, a more compliant and prudent approach is to give priority to "self-staking" or "non-custodial" methods, such as using hardware wallets, running verification nodes by yourself, or choosing staking services with decentralized characteristics; try to avoid relying entirely on third-party platforms for staking, especially those services that promise packaged returns, because the risks come not only from the platform itself, but may also be affected by changes in regulatory policies; in addition, users should also pay attention to whether the platform provides a transparent staking process and risk warnings, including node selection methods, sources of income and deduction mechanisms, etc., in order to judge whether it has neutral and non-manipulative service characteristics.
4. Summary
In summary, the SEC is paving the way for "whether pledge constitutes securities behavior" through clearer classification and supervision. Whether it is a centralized platform or a DeFi protocol, as long as it involves user asset custody, profit commitment or third-party operation, it may fall into the regulatory field of vision. In the future, the boundary between "neutral tools" and "financial services" will be clearer. Project parties and platforms need to pay more attention to compliance design, and users should also give priority to pledge methods with autonomous and controllable assets and transparent information.
refer to
1. Statement on Certain Protocol Staking Activities. Link: https://www.sec.gov/newsroom/speeches-statements/statement-certain-protocol-staking-activities-052925
2.Re: Law and Policy Considerations Relevant to Staking Services. Link: https://www.sec.gov/files/ctf-written-input-posa-043025.pdf
