On March 17, 2026, the SEC and CFTC released a 68-page joint interpretation that does something the crypto bar has been asking for since 2017: it sorts crypto assets into a working taxonomy and tells you, at the asset level, when federal securities laws apply. For Florida operators raising on tokens, building on protocols, or running an exit, this is the single most important regulatory document of 2026.
The Interpretation is part of “Project Crypto,” a coordinated effort between the agencies, and it was adopted pursuant to the SEC’s statutory rulemaking powers. Both agencies have committed to administering their respective statutes consistent with it, including in enforcement actions. That is meaningfully different from a Staff bulletin or a no-action letter. It is the binding agency view.
The Five-Category Taxonomy
The Interpretation classifies crypto assets into five categories based on their characteristics, uses, and functions. Three of the five are flatly excluded from securities treatment; one is conditionally excluded; one is included. The five categories are:
- Digital commodities. Tokens that function as a commodity (e.g., a unit of account on a decentralized network with no central enterprise dependency). Not themselves securities.
- Digital collectibles. Non-fungible tokens whose value is tied to a specific digital or physical item rather than a common enterprise. Not themselves securities.
- Digital tools. Utility tokens whose dominant function is access to a service or feature of a protocol. Not themselves securities.
- Stablecoins. Conditionally excluded from securities treatment depending on backing structure, redemption mechanics, and disclosure framework.
- Digital securities. Tokens that meet the Howey test or otherwise represent traditional securities (e.g., tokenized equity, debt, fund interests). Subject to federal securities laws.
The categorical exclusions are the headline. A token that fits cleanly within the digital-commodity, digital-collectible, or digital-tool category — under the criteria the Interpretation sets out — is not itself a security. That ends more than a decade of regulatory ambiguity for a meaningful slice of the crypto industry.
The Investment-Contract Overlay Still Matters
Here is the asterisk every Florida founder should internalize: an asset that is not itself a security can still be offered or sold subject to an investment contract, which is itself a security. The Interpretation preserves the long-standing distinction between the asset and the transaction.
Practical consequence: if you raise capital by selling tokens with promises of ongoing development, marketing efforts, or value appreciation tied to your team’s work, that offering can still constitute an investment contract even when the underlying token sits in the digital-commodity bucket. The taxonomy excuses the token. It does not excuse the wrapper around it.
The classic Howey elements — investment of money, common enterprise, expectation of profits, primarily from the efforts of others — continue to apply to the offering structure. The Interpretation gives operators a path to argue that the token itself is not the security; it does not eliminate the need to design the offering carefully.
Carve-outs: Mining, Staking, Wrapping, Airdrops
The Interpretation also addresses several activities that have generated litigation and enforcement risk. Four are explicitly carved out from securities-law application:
- Protocol mining. Earning tokens by validating transactions or contributing computational work to a public network is not the offer or sale of a security.
- Protocol staking. Locking tokens to support network operations and earning protocol-level rewards is not the offer or sale of a security, provided the structure is non-custodial and the rewards are protocol-issued (not investor-investor).
- Wrapping of assets. Issuing a wrapped representation of a non-security crypto asset (e.g., wBTC, wETH on alternative chains) is not itself the offer of a security if the underlying asset is not one.
- Airdrops of non-security crypto assets. Distributing non-security tokens to users without consideration is not the offer or sale of a security.
These carve-outs matter operationally. They allow Florida-based protocol teams to run validator infrastructure, structure staking products, and run airdrop campaigns without the registration overhang that previously hung over each.
How This Interacts with the CLARITY Act
The CLARITY Act § 4(a)(8) ancillary-asset offering framework, which we covered in our CLARITY Act playbook, remains the cleanest route for primary issuance of tokens that may not fit neatly into the digital-commodity bucket. The Interpretation does not replace CLARITY Act offerings. It clarifies the asset-classification question that the CLARITY Act framework presupposes. For operators choosing between a § 4(a)(8) ancillary-asset offering and a digital-commodity classification argument, the choice is now structurally cleaner.
Two scenarios get easier. First, secondary trading of an already-launched token is materially less risky when the issuer can point to digital-commodity status under the Interpretation. Second, exchange listings of qualifying tokens no longer carry the same registration overhang. The taxonomy is, in practice, a roadmap for which tokens belong on which kinds of trading venues.
Florida-Specific Implications
Florida operators face a layered regulatory environment that the federal taxonomy clarifies but does not eliminate. Three Florida-specific overlays remain.
Florida money transmitter law. Even tokens classified as digital commodities at the federal level may trigger Florida Office of Financial Regulation (OFR) money transmitter licensing if the issuer is engaged in the business of receiving currency for transmission, or facilitating exchange between fiat and digital assets. The federal taxonomy does not pre-empt state money transmitter regimes.
Florida securities registration. Florida’s securities statute (Chapter 517) generally follows federal law, but Florida-specific blue-sky filings and notice-filing fees remain in play for any offering that is a security under federal law. The Interpretation reduces the population of token offerings that fall into this category, but does not eliminate it.
Florida consumer protection. The Florida Deceptive and Unfair Trade Practices Act (FDUTPA) applies to crypto offerings regardless of federal classification. Marketing claims, redemption promises, and ongoing-development representations remain actionable under state law even when no security is involved.
Practical Takeaways for Florida Operators
- Map every token your project issues or transacts in to one of the five categories. Document the basis for the classification at the time the determination is made; underwriters and the SEC Staff will ask later.
- Treat the asset-vs-transaction distinction as the heart of the analysis. A non-security token sold under an investment-contract structure is still a securities transaction. Design the offering accordingly.
- If you operate a protocol that involves mining, staking, wrapping, or airdrops, document conformance with the carve-out criteria. The carve-outs are not self-executing; they require the activity to look like the activities the Interpretation describes.
- Coordinate the federal taxonomy with Florida OFR money transmitter analysis. Federal classification does not pre-empt state licensing.
- Refresh your offering documents and marketing copy. Pre-March-2026 disclaimers and Howey-driven risk language may now be over-inclusive or inconsistent with current law.
Schedule a Consultation with Montague Law
If you are a Florida-based crypto operator working through the implications of the new taxonomy — whether for a token launch, a secondary-market listing, an M&A transaction involving a token component, or an offering structure under the CLARITY Act — we can help. Montague Law is a full-service crypto and digital asset practice serving operators across Florida and the Southeast.
Call Montague Law at 904-234-5653 or reach out through our contact page to schedule a consultation. With offices in Fernandina Beach and Coral Gables, we work with crypto teams across the United States.
Disclaimer
This post is for general informational purposes only and is not legal advice. The SEC/CFTC joint interpretation is a 68-page document with substantial nuance; the framing above is a high-level summary, not a substitute for case-by-case analysis. Reading this post does not create an attorney-client relationship with Montague Law. Consult counsel about your specific token, offering structure, or transaction before relying on anything written here.
Frequently Asked Questions
Does the March 17 Interpretation mean Bitcoin and Ethereum are definitively not securities?
The Interpretation classifies major cryptocurrencies that meet the digital-commodity criteria as non-securities at the asset level. Both Bitcoin and Ethereum are widely viewed as fitting the digital-commodity definition. The Interpretation does not name specific tokens, but the analytical framework supports that conclusion.
Can I still get into securities-law trouble selling a token that is not itself a security?
Yes. The Interpretation preserves the asset-vs-transaction distinction. An offering structured as an investment contract is a securities transaction even if the underlying token is a digital commodity, digital tool, or digital collectible. Howey analysis still applies to the offering structure.
Are stablecoins now exempt from securities regulation?
Conditionally. The Interpretation excludes stablecoins from securities treatment when they meet specified backing, redemption, and disclosure criteria. The GENIUS Act framework also applies. Stablecoins that do not meet the criteria remain subject to traditional securities analysis.
Does the protocol-staking carve-out cover liquid-staking tokens (LSTs)?
Not directly. The protocol-staking carve-out covers staking activities themselves. A liquid-staking token that represents a staked position can still be a security if it functions as a derivative or pooled investment vehicle. The classification depends on the LST’s specific structure.
How does this interact with the CLARITY Act § 4(a)(8) ancillary-asset offering framework?
The Interpretation clarifies the asset-classification question that the CLARITY Act framework presupposes. Issuers can now make cleaner choices between (a) launching a token classified as a digital commodity (no securities offering at all), or (b) running a § 4(a)(8) ancillary-asset offering for tokens that may not qualify for digital-commodity status. Both routes remain viable.
