SEC Issues Interpretive Release Establishing Crypto Asset Taxonomy Under Federal Securities Laws, March 2026

On March 17, 2026, the Securities and Exchange Commission issued an interpretive release, Release Nos. 33-11412 and 34-105020, File No. S7-2026-09, clarifying how the federal securities laws apply to specific categories of crypto assets and transactions involving those assets. The CFTC joined the release to provide coordinated guidance on the Commodity Exchange Act's application to the same asset classes. The release is effective upon publication in the Federal Register and carries the legal weight of an official SEC interpretation under the Securities Act of 1933 and the Securities Exchange Act of 1934. The Commission described the release as a major step in its efforts to provide market clarity and a bridge measure complementing Congressional work toward a comprehensive crypto market structure statute.

The interpretive release establishes five categories of crypto assets by reference to the definition of "security" in Section 2(a)(1) of the Securities Act of 1933 and Section 3(a)(10) of the Securities Exchange Act of 1934, applied through the investment contract test of SEC v. W.J. Howey Co.: (a) Digital Commodities — assets intrinsically linked to and deriving value from the programmatic operation of a functional crypto system, classified as NOT securities; (b) Digital Collectibles — assets designed for collection or use, including NFTs representing artwork, music, trading cards, videos, in-game items, or internet meme references, classified as NOT securities; (c) Digital Tools — assets functioning as memberships, tickets, credentials, title instruments, or identity badges, classified as NOT securities; (d) Stablecoins defined under the GENIUS Act as payment stablecoins issued by a permitted payment stablecoin issuer, classified as NOT securities; and (e) Digital Securities, also called tokenized securities — financial instruments enumerated in the statutory definition of "security" that are formatted as or represented by a crypto asset, classified as securities. The release further addresses when a non-security crypto asset becomes subject to an investment contract and, critically, when that investment contract terminates.

Token issuers, exchanges, DeFi protocol operators, and wallet providers must now assess their assets and transactions against this five-part taxonomy. Assets falling into the Digital Commodities, Digital Collectibles, or Digital Tools categories are not themselves securities, meaning offers and sales of those assets do not trigger registration requirements under the Securities Act of 1933. DeFi protocols whose native tokens qualify as Digital Commodities are not offering securities when distributing those tokens through protocol mining, protocol staking, or wrapping of a non-security crypto asset. Airdrops of non-security crypto assets do not constitute an "investment of money" under the Howey test and therefore do not require SEC registration. Exchanges listing Digital Securities — tokenized stocks, bonds, or ETFs formatted as crypto assets — must continue to comply with existing securities exchange and broker-dealer rules under the Securities Exchange Act of 1934.

The effective date is the date of Federal Register publication, which had not yet occurred as of March 19, 2026. Investment contract status terminates when an issuer fulfills its representations or promises, or demonstrably fails to satisfy them — both conditions create open interpretive questions regarding how issuers document completion or failure. The SEC Chairman Paul S. Atkins and CFTC Chairman Michael S. Selig jointly stated their intent to implement forthcoming bipartisan market structure legislation in conjunction with this interpretive release. The CFTC joined the interpretation specifically to confirm that non-security crypto assets could meet the definition of "commodity" under the Commodity Exchange Act, subject to CFTC jurisdiction once they exit investment contract status.

Source: U.S. Securities and Exchange Commission, "Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets," Release Nos. 33-11412, 34-105020, File No. S7-2026-09 (March 17, 2026), https://www.sec.gov/rules-regulations/2026/03/s7-2026-09; Press Release No. 2026-30, https://www.sec.gov/newsroom/press-releases/2026-30-sec-clarifies-application-federal-securities-laws-crypto-assets. Confirmed March 19, 2026.

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