SEC Staff Guidance Says Buybacks Do Not Turn Commodity Tokens Into Securities
Two answers in the SEC's new crypto FAQs cover buybacks and liquid staking tokens.
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The Securities and Exchange Commission’s Division of Corporation Finance published answers on September 25, 2026 indicating that buybacks do not make a commodity token into a security and that liquid staking tokens for commodities are not securities. Uniswap founder Hayden Adams flagged the two answers in a post on X, calling them “some bangers from the SEC today.”
The guidance appears in the division’s frequently asked questions on applying federal securities laws to crypto assets. The staff notes that the answers represent its views and “are not a rule, regulation or statement of the Securities and Exchange Commission.” The Commission has neither approved nor disapproved the content, and the FAQs have no legal force or effect.
On staking receipt tokens, the staff said a receipt for a digital commodity that is not subject to an investment contract is itself a digital tool because it serves the practical function of evidencing the holder’s ownership of the underlying commodity. A staking receipt token may also be classified as a digital commodity if issued by a protocol-based liquid staking provider, where the token “is intrinsically linked to and derives its value from the programmatic operation of a crypto system that is functional, as well as supply and demand dynamics.”
The FAQs define a receipt as an instrument certifying that a stated amount of an asset has been deposited with a depository or custodian and evidencing the depositor’s ownership. A receipt does not change the rights, obligations, or benefits of the deposited asset and does not provide additional financial incentives. It also does not transfer ownership or control to the receipt issuer, meaning the issuer cannot transfer, lend, pledge, rehypothecate, or otherwise use the deposited asset.
The guidance follows the SEC’s March 17, 2026 interpretive release, which the agency said clarified how federal securities laws apply to crypto assets and transactions. That release provided a token taxonomy covering digital commodities, digital collectibles, digital tools, stablecoins, and digital securities, and addressed how a non-security crypto asset may become subject to, and cease to be subject to, an investment contract. The Commodity Futures Trading Commission joined that interpretation.
Adams founded Uniswap, a decentralized cryptocurrency exchange that launched in 2018 and has surpassed $1 trillion in lifetime trading volume, according to Forbes.