US SEC: Crypto Mining Not Considered Securities Transactions

The US Securities and Exchange Commission (SEC), the US SEC’s Corporate Finance Division released the “Statement on Certain Proof-of-Work Mining Activities” today, saying that individual and collective (so-called proof-of-work type) crypto mining activities are not considered securities transactions.

US SEC Declares Crypto Mining Is Not Securities Transactions

🚨NEW: The @SECGov has just put out guidance on how certain proof-of-work mining activities should be viewed under existing securities laws.

Full guidance here: https://t.co/VbANz0pQLO pic.twitter.com/jCvl6ZZOuh

— Eleanor Terrett (@EleanorTerrett) March 20, 2025

The document outlines the US SEC’s views on the mining of crypto assets, particularly in proof-of-work (PoW) networks, which involves activities like validating transactions and adding blocks to the blockchain. It focuses on how such activities do not qualify as the offer or sale of securities under the Securities Act of 1933 and the Exchange Act of 1934.

An excerpt of US Statement on Crypto Mining

The document defines that mining activities on PoW networks, including self mining and mining pools, do not constitute the sale of securities. Participants are not expecting profits from the efforts of others (such as pool operators), but from their own contribution of computational power, which is considered an administrative task rather than a financial investment under the Howey test.

Apart from that, since crypto assets used in mining don’t qualify as listed securities, the SEC deems that mining activities do not need to be registered under the Securities Act or Exchange Act. Miners’ activities are seen as administrative efforts to support the network rather than investments expecting profit from others’ entrepreneurial efforts.
Overall, the SEC has clarified that crypto mining on PoW networks, including solo and pooled mining, does not fall under US securities law due to the nature of the activity not meeting the criteria for an “investment contract” as defined by the Howey test.