Rich by Coin

The interpretive guidance marks the SEC’s first effort to define which crypto assets are securities and which are not, establishing a five-category taxonomy: digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. It defines a digital commodity as a crypto asset intrinsically linked to and deriving value from the programmatic operation of its system, rather than profits from others’ managerial efforts, and states that assets like Bitcoin, Ether, Solana, and Dogecoin meet this definition. The guidance also reflects a joint SEC-CFTC approach and cites the CLARITY Act as a framework reference, with public input from the SEC Crypto Task Force. On January 29, 2026, SEC Chair Atkins and CFTC Chair Selig announced that Project Crypto would proceed as a joint effort between the agencies.

Digital commodities, digital collectibles, and digital tools are not securities because of their intrinsic links to the network’s operation, their collectible value, or their practical functions, though these assets could become securities if marketed with investment contracts or other features that create purchaser expectations of profits. The Howey test remains the standard for determining an investment contract, and a fractionalized interest in a collectible could be a security depending on how it is managed. The GENIUS Act excludes payment stablecoins from federal securities laws, but other stablecoins may or may not be securities depending on the facts and circumstances. Traditional financial instruments represented on a blockchain remain securities regardless of format, which is the only category the SEC deems outright securities; otherwise, classification depends on how an issuer markets the asset.

Underlying non-security crypto assets may become securities if offered with promises of profits derived from the issuer’s efforts, and they cease to be securities when those promises are fulfilled or repudiated. The guidance aligns with Hinman’s view that decentralization reduces the relevance of federal securities disclosure and addresses mining, staking, wrapping, and certain airdrops as not constituting offers or sales of securities. It also aims to reduce regulatory overlap between the SEC and CFTC and may inform DOJ’s assessments in digital asset matters.