SEC Chair Says NFTs Usually Fall Outside Securities Laws

SEC Chair Paul Atkins gave more detail on how the agency now views NFTs, saying digital collectibles usually do not fall under securities laws. His comments came after the SEC outlined four broad categories of crypto assets that are typically treated as outside that definition.

Good to Know

• The SEC said digital commodities, digital collectibles, digital tools, and payment stablecoins are generally not securities.
• Atkins said the legal test still depends on facts and circumstances, especially whether an investment contract exists.
• Under the new framework, digital securities remain subject to securities laws.

SEC Draws a Clearer Line Around NFTs

Atkins said the SEC recent interpretive release was meant to create a clearer token taxonomy for the digital asset market. According to the agency, four broad categories usually sit outside securities treatment: digital commodities, digital collectibles, digital tools, and payment stablecoins. Tokenized traditional securities, by contrast, remain inside that framework as digital securities.

For NFTs, Atkins said the basic idea is fairly simple. Digital collectibles are usually treated more like items someone buys and holds than like investment contracts. That distinction matters because the SEC analysis still turns on the Howey test and whether buyers are relying on the managerial efforts of others for profit.

“Well, that’s true with anything,” Atkins replied, emphasizing that the SEC analysis still hinges on the facts and circumstances of each asset, particularly whether it involves an investment contract under longstanding legal precedent.

He said:

“Some of these collectibles, like a baseball card, a meme or one of those memecoins, NFTs — those are something that somebody buys. It’s an immutable purchase… it’s not something like another asset where people are trading it.”

That does not mean every NFT automatically avoids securities treatment. Atkins made clear that structure still matters. In other words, if a digital collectible is packaged or sold in a way that looks like an investment contract, the SEC can still look at it differently. That point lines up with the new SEC interpretation, which says even a crypto asset that is not itself a security can still be sold as part of an investment contract.

Here is what is in the SEC framework:

• Four non-security categories: digital commodities, digital collectibles, digital tools, and payment stablecoins.
• One securities category: digital securities, meaning tokenized traditional securities.
• An explanation that non-security crypto assets can still be tied to investment contracts in certain offerings.
• Guidance on airdrops, protocol mining, staking, and wrapped non-security crypto assets.

Crypto Policy Keeps Turning Under Atkins

Atkins has framed the SEC new approach as a clear break from earlier policy. In remarks this week, he said the agency is trying to replace years of uncertainty with a more predictable framework for crypto markets. He also tied that work to Project Crypto and broader coordination with the CFTC.

“We’re breaking with the past,” Atkins said during the interview, describing the SEC push to provide clearer guidance and a more predictable regulatory framework for the digital asset sector.

In separate remarks published by the SEC, Atkins said the agency is no longer trying to treat every corner of crypto as a securities issue. He said the goal is to return the SEC to its core mission and give builders clearer rules on where securities law starts and stops.

For NFT markets, that matters because regulatory uncertainty has hung over digital collectibles for years. Under the SEC latest interpretation, most NFTs appear to have a clearer path outside securities law, though only when the underlying facts do not turn them into something closer to an investment product