INSIGHT

SEC Issues New Crypto Guidance: Here’s What It Means for Your Business

Javier Salinas, Daniel Figueredo, Ryan Davis • March 19, 2026

Industries: Blockchain & Digital Assets

---

For years, one of the most persistent frustrations in the digital assets space has been uncertainty. If you work in crypto — whether you’re an issuer, an investor, a blockchain developer, or a company that has integrated digital assets into your treasury or operations — you’ve had to make high-stakes decisions without clear regulatory footing. The question of whether a given asset qualifies as a security under federal law has hung over the industry like a storm cloud that never quite broke.

That changed this week.

The SEC released interpretive guidance — SEC Interpretive Guidance 33-11412, Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets — that represents the most substantive regulatory clarity the digital assets industry has seen in years. Combined with earlier coordination with the CFTC, this guidance draws meaningful lines around what falls under the SEC’s jurisdiction, what falls under the CFTC’s jurisdiction, and what doesn’t fall under federal securities law at all.

Here’s what you need to know, and what it means for your next move.

The SEC’s Five-Category Framework for Crypto Assets 

The centerpiece of this guidance is a formal classification system that sorts crypto assets into five distinct categories. This matters because your regulatory obligations and your legal exposure hinge on which category applies to your assets. 

1. Digital Commodities  

Assets like Bitcoin, Ether, Solana, and XRP fall here. Their value derives from the programmatic operation of a functional crypto system and market supply and demand, not from any expectation of profits tied to someone else’s managerial efforts. The SEC has been explicit: this category includes a wide range of well-known assets, from Cardano and Chainlink to Dogecoin and Stellar. 

2. Digital Collectibles  

NFTs and meme coins whose value is driven by scarcity and cultural demand — not profit-sharing rights or ongoing managerial activity — fall into this bucket. Examples cited include CryptoPunks and WIF. 

3. Digital Tools  

Crypto assets that serve a practical function within a system — access credentials, tickets, memberships — and are acquired for use rather than investment returns. Ethereum Name Service domain names are one example the SEC cites. 

4. Stablecoins  

This is a nuanced category. Stablecoins may or may not be securities depending on their structure. Notably, payment stablecoins (crypto assets designed to maintain a stable value relative to a reference asset, such as the U.S. dollar), issued under the GENIUS ACT are categorically excluded from securities status.  

The SEC had also previously issued a statement on stablecoins in April 2025, prior to the GENIUS ACT, where they provided guidance on Covered Stablecoins that do not need to register with the SEC. The SEC acknowledges its prior statement is superseded by this latest interpretation, reiterating that Covered Stablecoins do not need to register, and that the primary Federal payment stablecoin regulators will issue final regulations according to the GENIUS Act timeline. Stablecoins not considered to be Covered Stablecoins may meet the definition of a security.

5. Digital Securities  

Tokenized representations of traditional securities like stocks, bonds, and profit-sharing interests recorded on a blockchain. The SEC’s position here is straightforward: a security is a security regardless of format. Being on-chain doesn’t change anything. 

What This Means If You’re Not in the Securities Business 

Two key clarifications stand out: where the lines are drawn, and when those lines may no longer apply.

The Lines Are Clearer — and That’s Good News 

One of the most significant conclusions in the guidance is direct: digital commodities, digital collectibles, and digital tools are not inherently securities. That’s a meaningful green light for developers, issuers, and businesses operating in those spaces.

However, there’s an important nuance you shouldn’t overlook. A non-security crypto asset can still be offered or sold subject to an investment contract — which is a security. So the asset itself may not be a security, but the transaction around it might be. This distinction matters when you’re structuring offerings or fundraising.

Non-security crypto assets do not necessarily always remain associated with the investment contract in a secondary market transaction. If the purchasers in those secondary markets will not reasonably expect typical representations or promises in investment contracts, such as for the issuer to engage in essential managerial efforts from the initial investment contract, then the non-security crypto asset does not remain subject to the associated investment contract and is not itself a security for purposes of the secondary market transaction.

Investment Contracts Don’t Have to Last Forever 

This is one of the most practically significant clarifications in the guidance, and it could directly affect businesses that have been operating under legacy compliance structures.

The SEC has formally acknowledged that a non-security crypto asset that was part of an investment contract as a security does not have to remain subject to that contract indefinitely. Once purchasers no longer reasonably expect the issuer’s managerial efforts to be connected to the asset, the asset separates from the investment contract — and federal securities law no longer applies to the non-security crypto asset.

If your business has assets caught up in this situation, this is the roadmap you’ve been waiting for.

Key Activities the SEC Has Clarified 

Beyond the asset classification framework, the guidance addresses several common activities that have existed in a regulatory gray zone. 

Protocol Mining and Staking 

• Mining: Protocol mining activities, under the circumstances described in the guidance, do not involve the offer and sale of a security. Participants do not need to register with the SEC or qualify for an exemption. 
• Staking: Protocol staking activities receive similar treatment. They are generally not considered securities transactions. Staking Receipt Tokens are also generally not securities — unless the underlying asset is a digital security or a non-security crypto asset subject to an investment contract. 

Wrapped Tokens 

The logic here follows the underlying asset. If a redeemable wrapped token represents a non-security crypto asset not subject to an investment contract, it is not a security. If it wraps a digital security or an asset tied to an investment contract, the wrapper takes on securities status too. 

Airdrops 

Airdrops of non-security crypto assets do not become subject to an investment contract under this guidance. The reasoning: the first prong of the Howey test — which requires an investment of money — is not met. Recipients aren’t providing money, goods, services, or other consideration in exchange for the airdropped asset. 

The Compliance and Tax Implications You Should Be Thinking About 

Clearer regulatory lines are good news, but they also mean the time for a “wait and see” posture on compliance is ending. As this framework settles, businesses operating in digital assets will need to take concrete steps. 

Questions worth asking right now: 

• Do your holdings or offerings fall cleanly into one of the SEC’s five categories, or do you have assets that straddle lines? 
• Have you assessed whether any of your prior token offerings were structured as investment contracts — and whether conditions exist to separate the asset from that contract? 
• How does your staking or mining program hold up against the fact patterns described in the guidance? 
• Are your airdrop structures consistent with the SEC’s characterization? 
• What are the tax implications of reclassification, restructuring, or unwinding an investment contract? 

The classification of a crypto asset has direct downstream effects on your tax treatment, your financial reporting obligations, and your exposure to registration requirements. Businesses that move quickly to analyze their position and document their conclusions will be better positioned than those that wait. 

How BPM Can Help 

BPM’s digital assets practice works with companies across the crypto spectrum — from blockchain startups and token issuers to institutional investors and companies that have integrated digital assets into their balance sheets. Our team brings together tax, advisory, and assurance capabilities under one roof, which means we can help you think through this guidance holistically rather than in silos. 

Whether you need help assessing where your assets fall under the new classification framework, evaluating the tax and reporting implications of restructuring, or building a compliance posture that’s prepared for the regulatory environment taking shape, BPM is ready to work through it with you. 

Regulatory clarity is valuable, but only if you act on it. If you have questions about how SEC Interpretive Guidance 33-11412 applies to your business, or if you want to talk through your digital assets strategy in light of these developments, we’d welcome the conversation. Contact BPM today to connect with our digital assets team.