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ARTICLE · 28 MARCH 2025

SEC Clarifies Position On Proof-Of-Work Mining: What It Means For Bitcoin And Beyond

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The Securities and Exchange Commission's (SEC) Division of Corporation Finance issued a significant statement yesterday that certain proof-of-work (PoW) mining activities do not constitute securities offerings under federal securities laws.

United StatesTechnology
Daniel J. Davis
Daniel J. Davis
Alexander C. Kim
Alexander C. Kim
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The Securities and Exchange Commission's (SEC) Division of Corporation Finance issued a significant statement yesterday that certain proof-of-work (PoW) mining activities do not constitute securities offerings under federal securities laws. This statement arrives just one day before the SEC's Crypto Task Force hosts its inaugural roundtable, "How We Got Here and How We Get Out – Defining Security Status," as part of its "Spring Sprint Toward Crypto Clarity" series.

Key Points From the SEC Statement

The Division's statement focuses on "Protocol Mining" of "Covered Crypto Assets" on PoW networks. Importantly, through its Howey test analysis, which examines whether money is invested in a common enterprise with the expectation of profits from others' efforts, the Division concludes that both self (or solo) mining and mining pool participation do not constitute securities offerings or transactions under the federal securities laws.

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