The US Securities and Exchange Commission published updated staff guidance on Friday explaining how federal securities laws could apply to "certain types of crypto assets and certain transactions involving crypto assets," days after the Senate failed to advance the CLARITY Act and one week after the CFTC issued comparable guidance for token issuers.

The update revises the FAQ document the SEC first issued in March. The agency framed the new interpretations as non-binding, stating they had "no legal force or effect, [did] not alter or amend applicable law, and [did] not create any new or additional obligations for any person."

What does the guidance actually say?

The FAQ addresses how SEC staff evaluates digital asset products under the Howey test for investment contracts. Two provisions stand out for token issuers and network operators.

First, the SEC said token issuers could conduct buyback programs for customers, provided "a crypto system is functional and has no central party." Such buybacks would not necessarily qualify as "a representation or promise to undertake essential managerial efforts" — the operative prong that typically converts a token sale into an investment contract under federal securities law.

Second, the agency addressed staking. Receipt tokens from staking arrangements would not always classify as securities, according to the guidance. The SEC also said a system that is "functional, services to secure, maintain, improve, or enhance such a system or its functionality, or to facilitate network effects" would not necessarily satisfy the Howey test.

For issuers, the practical consequence is a clearer — if non-binding — signal that operational activity on genuinely decentralized networks sits outside the traditional securities framework. Because the guidance carries no legal force, it cannot shield issuers from enforcement or private litigation the way a formal rule would.

Why are the agencies acting now?

Both the SEC and the CFTC released their staff answers after the Senate's failed cloture vote on the CLARITY Act, the market-structure bill many expected would formally divide oversight responsibilities between the two regulators. SEC Chair Paul Atkins and CFTC Chair Michael Selig each issued statements signaling that the agencies intend to address crypto regulation administratively in the absence of legislation from Congress.

The sequence — a stalled bill followed within days by paired staff guidance from both regulators — suggests the agencies are building an interim regulatory framework through FAQ documents and staff-level interpretations rather than formal rulemaking. That approach moves faster but leaves the legal footing softer for market participants relying on it.

What changes at the commission itself?

Commissioner Hester Peirce announced on Friday that she plans to resign on Oct. 2 after eight years at the agency. Industry participants widely call her "Crypto Mom" for her consistent advocacy of digital asset-friendly policies. She is expected to join Regent University's law school in Virginia as an associate professor in November.

Peirce's departure reduces the commission's leadership to Chair Paul Atkins and Commissioner Mark Uyeda, both Republicans on a panel that normally seats five members. As of Monday, President Donald Trump had not announced replacements for Peirce or for the two vacant Democratic seats.

A two-member commission retains quorum for most actions, but the vacancy leaves the SEC's crypto agenda concentrated in fewer hands and lengthens the timeline for confirming new commissioners. With Congress having failed to pass the CLARITY Act and the two vacant Democratic seats unfilled, the Atkins-led SEC and Selig-led CFTC will continue shaping digital asset oversight through staff guidance until legislators revisit market-structure legislation or the White House nominates new commissioners.