On May 29, 2025, the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance released a statement clarifying its views on whether "Protocol Staking" constitutes a securities offering.
The statement indicated that for networks using a Proof of Stake (PoS) mechanism, the act of staking native crypto assets to participate in network consensus and earn rewards, if it only involves self-staking, directly authorizing third-party node operators, or having a custodian stake on behalf of users, and if these services are essentially "administrative or transactional operations" that do not involve "entrepreneurial or managerial efforts provided by others," then it does not constitute a securities offering or trading as defined under the Securities Act of 1933 or the Securities Exchange Act of 1934, and does not require registration.
Additionally, the statement clarified that ancillary services related to protocol staking (such as "slashing protection," "early unlocking," "reward distribution timing differences," "asset aggregation," etc.) also fall under administrative services and do not meet the "efforts of others" standard under the securities definition (the third prong of the Howey Test).
As a result, the SEC Division of Corporation Finance believes that these protocol staking activities do not require registration and are not subject to securities regulation, provided they do not involve guaranteed returns, fixed returns, or asset reuse (such as lending out staked assets). This provides a clear compliance pathway for compliant PoS staking models, benefiting the healthy development of the industry.
In simpler terms, the SEC clearly stated that as long as it is protocol staking, such as staking ETH to participate in consensus on the Ethereum network, it is not considered a securities offering and does not require SEC approval or registration. This applies to three scenarios:
Self-operating node staking
Authorizing someone else to stake on your behalf (but you retain control of the assets and private keys)
Giving assets to a custodian to stake on your behalf (the custodian does not actively operate, only acts on your behalf)
Therefore, crypto assets like $ETH, when protocol staked, are not viewed by the SEC as securities activities, allowing spot ETFs to legally engage in protocol staking (meeting the first three scenarios) without needing additional SEC approval for staking.
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