US Securities Act of 1933 Digital Asset Securities Regime

Section 5 of the Securities Act generally prohibits offers and sales of securities through interstate commerce or the mails unless a registration statement has been filed or is effective, subject to available exemptions. Section 4 preserves exemptions for specified transactions, including certain transactions by persons other than issuers, underwriters, or dealers and issuer transactions not involving a public offering. For crypto markets, this makes the offer-and-sale structure central to the legal analysis.

The Securities Act’s definition of “security” includes traditional instruments such as notes, stocks, bonds, and debentures, as well as the broader category of “investment contract.” SEC materials continue to ground digital asset analysis in the Supreme Court’s Howey framework. The SEC’s 2026 interpretation states that it does not supersede or replace Howey; instead, it explains how the Commission will administer the federal securities laws for identified crypto-asset categories and transaction types.

Release No. 33-11412 classifies crypto assets into categories and addresses when a non-security crypto asset may become subject to, or cease to be subject to, an investment contract. It also addresses protocol mining, protocol staking, wrapping, airdrops, Covered Stablecoins, Digital Securities, and related transaction models. The release states that the SEC will administer the federal securities laws consistent with the interpretation, while also noting that the interpretation does not alter the separate authorities of the SEC, CFTC, or other regulators.

The 2026 interpretation states that a security remains a security whether represented offchain or onchain, and that the format, label, or technological wrapper is not dispositive. It also gives specific treatment to staking receipt tokens and wrapped tokens. Under the described facts, a receipt token for a non-security crypto asset is analyzed differently from a receipt token or wrapped token linked to a digital security or to a crypto asset subject to an investment contract.

This profile applies to the United States federal securities regime administered primarily by the SEC. It should be read alongside separate U.S. regimes for commodity derivatives, money transmission, banking, taxation, and stablecoin issuance. The SEC’s 2017 DAO Report press release stated that distributed-ledger securities offerings must be registered unless exempt, and the SEC’s 2019 staff framework for digital asset investment-contract analysis is now marked withdrawn and superseded by the 2026 interpretation.

The profile’s status is active as of June 4, 2026. The Securities Act remains in force as amended, while the SEC/CFTC 2026 interpretation is effective and supersedes the SEC staff’s 2019 Framework. Editors should treat this profile as a regime-level reference, not as a single standalone crypto statute. Related issues, including Exchange Act trading-platform registration, CFTC commodity jurisdiction, and the GENIUS Act payment-stablecoin carve-out, may warrant separate Crypto Laws profiles.