Overview
- The SEC’s Division of Corporation Finance staff published nonbinding FAQs on Friday, September 25, 2026, that apply the agency’s March interpretive framework to token buybacks, liquid-staking receipts and ongoing development.
- The staff said an announced buyback for a token on an already functional network usually will not by itself create a promise of essential managerial efforts under the Howey test, which looks at whether buyers expect profits from others’ work.
- If a network is not yet functional, the same buyback can matter if it is presented as a way to generate yield or returns for holders because that framing can support an investment-contract analysis.
- The FAQs clarify that work to secure, maintain or upgrade a functional system generally does not count as the kind of central managerial effort that turns a token into a security, and operating a secondary market does not automatically make a platform a promoter under Rule 405.
- Staff reiterated the document carries no legal force and does not decide any specific case, but it signals what issuer statements, marketing and disclosures the SEC staff will scrutinize and could affect how projects, exchanges and investors behave going forward.