SEC Staff Says Certain Proof-of-Work Mining Activities Are Not Securities Transactions
SEC staff stated that certain solo and pooled proof-of-work mining activities, under the circumstances described, do not involve offers or sales of securities, providing direct federal guidance relevant to Bitcoin mining.
On March 20, 2025, the SEC's Division of Corporation Finance published a staff statement on certain proof-of-work mining activities. The staff said that, under the facts described, participants in solo proof-of-work mining and participants in covered mining pools are not engaging in securities transactions requiring registration under the federal securities laws.
The statement focused on the economic role of miners performing computational work to validate transactions and secure a proof-of-work network. It distinguished those activities from investment-contract arrangements in which investors rely on managerial efforts by others to generate profits.
The guidance was a staff view rather than a Commission rule or judicial holding, and Commissioner Caroline Crenshaw publicly criticized aspects of the analysis. For Bitcoin miners, however, it supplied unusually direct federal securities-law guidance on a foundational activity of the network.