SEC Chair Atkins: Four Classes of Crypto Assets Are Not Securities, Ten Years of Regulatory Fog Finally Ends

Ladies and gentlemen, good afternoon. Thank you, Chairman Selig, for your insightful remarks.

Today, I am honored to discuss a topic at the intersection of American innovation, capital formation, and core securities law principles. Before proceeding, I must clarify that the views I express here are solely my personal opinions as Chairman and do not represent the positions of the SEC or other Commissioners.

For over a decade, market participants have operated without clear guidance, facing a fundamental question: When do crypto assets fall under federal securities laws?

Today, I am pleased to announce that the SEC’s long-standing lack of clarity on this issue has officially ended. At this very moment, the Commission is implementing a framework for token classification and an interpretive document on investment contracts.

Our interpretation—based on existing law and incorporating extensive public input—establishes four categories of assets that are not considered securities: digital commodities, digital collectibles, digital tools, and payment stablecoins under the GENIUS Act.

With these classifications, the interpretive document clarifies that only one type of crypto asset remains subject to securities laws—namely, digital securities, or tokenized traditional securities. This distinction refocuses the Commission on its core mission: protecting investors involved in securities transactions.

Of course, even if a crypto asset itself is not a security, it may still be subject to federal securities laws if its issuance and sale constitute an investment contract. That’s why it’s even more important that our interpretive guidance clearly explains how investment contracts are terminated—freeing related crypto assets from SEC jurisdiction. One of the core principles of our interpretive document is requiring project teams to clearly disclose their statements or promises, so investors understand what rights they are acquiring.

We make it explicit: any statements or promises that create reliance under the Howey test must be clearly and unambiguously related to the project team’s planned core management activities.

This interpretive document provides long-awaited clarity, but I also want to assure everyone: today’s announcement is just the beginning, not the end. Later, I will discuss how the SEC and CFTC plan to collaborate in implementing this guidance.

Before that, I want to introduce the broader framework we are building. I also want to especially thank a colleague who has contributed greatly to today’s discussion—Commissioner Hester Peirce.

For years, Commissioner Peirce has been a principled voice advocating for clearer regulation of the crypto asset market, sometimes even a lonely one. The proposal I will outline—my vision for “Crypto Asset Regulation”—traces directly back to her initial 2020 proposal of the Token Safe Harbor framework.

Thank you, Commissioner Peirce, for your outstanding leadership on these issues. Without your efforts, we wouldn’t be here today.

Preventing Overreach in Regulation: Legislation as the Final Safeguard

Before continuing, I want to emphasize one point: only comprehensive legislation from Congress can ensure that regulation in this space withstands future challenges.

I strongly support the bipartisan efforts underway on Capitol Hill to establish a durable framework for these markets. The “Crypto Asset Regulation” will draw heavily from recent congressional work, especially the CLARITY Act. Any exemption rules considered by the Commission will lay the groundwork for the implementation of the historic bipartisan market structure legislation that is soon to be signed into law by President Trump.

Path to Compliance: The “Crypto Asset Regulation” Framework

Now, I’d like to outline specific elements that the Safe Harbor proposal might include. Such a safe harbor would provide crypto innovators with an exclusive pathway to raise funds in the U.S., while ensuring appropriate investor protections.

Startup Exemption

First, I believe the Commission should consider establishing a “Startup Exemption”—a time-limited registration exemption for certain crypto-related investment contracts.

This exemption could last up to four years, providing developers with a regulatory buffer period to mature their projects. Importantly, it could be designed as non-exclusive, allowing issuers to also rely on other federal securities law exemptions.

The exemption would also permit entrepreneurs to raise up to a set cap (e.g., $5 million) within four years, with notices to the Commission upon activation and exit.

To qualify, issuers would need to provide certain principle-based disclosures about the investment contract and related crypto assets—similar to existing whitepapers—and publish this information on a public website.

Funding Exemption

Second, the Commission could consider establishing a “Funding Exemption”—a new issuance exemption for specific crypto-related investment contracts. Entrepreneurs could raise up to a set cap (e.g., $75 million) within any 12-month period, while retaining the right to rely on other federal registration exemptions.

Issuers relying on this exemption could submit a disclosure document to the Commission, including: (1) principle-based disclosures similar to those in the Startup Exemption; (2) a description of the issuer’s financial condition; and (3) financial statements.

Investment Contract Safe Harbor

Third, I hope the Commission will consider establishing an “Investment Contract Safe Harbor” that excludes certain crypto assets from the definition of “security.” When an issuer has completed or permanently ceased all core management activities promised in the investment contract, this safe harbor could apply.

This would provide a rules-based standard, offering greater certainty for issuers and market participants on when a crypto asset is no longer subject to federal securities laws.

This safe harbor would align with the principles outlined in our interpretive guidance. Of course, this proposal does not require issuers to adopt this framework.

A New Chapter for American Innovation

In the coming weeks, I expect the Commission to consider issuing proposed rules based on these ideas, inviting public comment.

I look forward to hearing from investors, developers, scholars, and the broader ecosystem.

As we look toward the next chapter in our nation’s economic history, we must remember what has always made America exceptional—not just market size or the maturity of our financial institutions, but our willingness to empower individuals to innovate freely—taking risks, building new systems, and creating more opportunities for others.

Our securities laws are designed to amplify this energy, not suppress it. As regulators, we must ensure that our rules remain faithful to the principles that inspired their creation.

If we succeed, the next generation of entrepreneurs will no longer have to ask: Is innovation in the U.S. possible?

They will know it is. They will build the future here.

Thank you very much. I look forward to working on these initiatives and engaging further in the discussions to come.