SEC Says Bitcoin Mining Isn’t a Security in New Clarification

The U.S. SEC has released a public statement that states clearly that proof-of-work (PoW) mining operations are not construed as securities transactions. On March 20, 2025, the SEC’s Division of Corporation Finance announced its application to activities involving blockchain such as Bitcoin and Litecoin.

The statement said that individuals or groups mining digital assets through public and decentralized networks are not required to register these activities under U.S. securities laws. 

According to the SEC, the way miners participate—by offering computing power to validate transactions and secure the network—does not fall within the legal framework used to define securities.

Mining Activity Labeled as Technical, Not Investment-Based

The SEC explained that miners earn tokens through technical processes that do not involve central decision-makers or a shared enterprise promising profit. These actions, such as solving cryptographic puzzles and maintaining network security, are described as practical and routine tasks.

“Running computational processes to support network functions is not the same as relying on another party to generate profits,” the SEC noted. “Miners are operating tools, not entering into investment contracts.”

The agency clarified that these protocol-level tasks do not meet the “reliance on others” criteria laid out in the Howey Test—a legal standard used to decide what qualifies as a security in the U.S. As a result, miners do not need to register with the SEC or qualify for an exemption.

Mining Pools Also Fall Outside Securities Scope

The statement also addressed group mining operations. It said that individuals contributing to mining pools—where computing resources are combined to increase efficiency—are still engaging in direct, resource-based work rather than investment behavior.

Pool operators were described as performing routine tasks like organizing contributions and dividing rewards. “These roles are more administrative than managerial,” the SEC said, “and do not transform the process into a regulated investment activity.”

By keeping the focus on computational effort and not on third-party involvement, the SEC separated PoW mining from business models that require oversight under securities law.

New Guidance Comes Ahead of SEC Leadership Review

The update from the SEC arrives just days before Paul Atkins, nominated by President Donald Trump to lead the agency, is set to appear before the Senate Banking Committee. Committee Chair Tim Scott confirmed the hearing will take place next week.

If confirmed, Atkins would replace previous leadership that took a stricter stance on digital asset regulation. His nomination will first go through committee approval before moving to a full Senate vote.

The SEC’s latest statement is seen by industry members as a formal step toward regulatory clarity for companies and individuals involved in PoW mining in the U.S.