21 Mar 2025

The Securities and Exchange Commission (SEC) has issued a statement on Thursday that clarifies its position regarding proof-of-work (PoW) cryptocurrency mining. The statement indicates that activities related to both individual miners and mining pools do not qualify as securities offerings under U.S. law, as they do not depend on the efforts of a central entity or entrepreneurial individual to generate profits.

The SEC's Division of Corporation Finance emphasized that mining "Covered Crypto Assets" on public, permissionless blockchains, such as Bitcoin, does not fall under the category of securities offerings.

In the statement, the Division identified two primary categories of miners: solo miners and mining pools. These miners obtain rewards by utilizing computational power to solve intricate cryptographic puzzles. The Division characterized their activities as administrative or ministerial acts of protocol mining.

"By contributing their own computational resources to a mining pool, miners are simply performing an administrative or ministerial function to secure the network, validate transactions, and add new blocks, thereby earning rewards," the Division explained.

Consequently, the Division determined that proof-of-work miners do not meet the "efforts of others" criterion established by the Howey test. Therefore, miners are not required to register their transactions with the Commission under the Securities Act.

This clarifying statement from the SEC is viewed as a significant regulatory advancement for cryptocurrency miners, who have often expressed concerns regarding regulatory ambiguity during the tenure of former SEC Chair Gary Gensler. Meanwhile, Paul Atkins, nominated by President Trump for the position of SEC Chair, is scheduled to appear before the Senate Banking Committee next Thursday for his confirmation hearing.