Overview
- The SEC’s Division of Corporation Finance published staff FAQs on September 25, 2026 that apply the agency’s March interpretive framework to token buybacks, staking receipt tokens, secondary trading and post‑launch network work.
- Staff said a buyback announced for a functional crypto system would not by itself create a promise of the issuer’s ‘essential managerial efforts’ under the Howey test, but the same buyback could matter for a system that is not yet functional if it is framed as delivering yield or returns.
- The FAQs explain a staking receipt that simply shows ownership of an underlying staked asset can act as a ‘digital tool’ rather than a security, while some protocol-based liquid staking receipts may be treated like digital commodities when their value is set by market supply and demand linked to a functioning system.
- Routine services to secure, maintain or improve a functional network generally do not count as the issuer’s essential managerial efforts for a Howey analysis, and handing promised work to a successor does not automatically break an earlier investment contract.
- The guidance is staff views only, carries no legal force, has not been approved by the Commission, and leaves projects, exchanges and courts to rely on detailed facts, issuer statements and possible future rulemaking or enforcement for final determinations.