On April 13, 2026, the Securities and Exchange Commission’s Division of Trading and Markets published a staff statement providing important interpretive guidance on the application of broker-dealer registration requirements under Section 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”) to certain crypto-related user interfaces. (Div. of Trading & Mkts., U.S. Sec. & Exch. Comm’n, Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities (Apr. 13, 2026), https://www.sec.gov/newsroom/speeches-statements/staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized-prepare-staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized.) Although not binding, the staff statement serves as an interim measure while the Commission evaluates broader rulemaking for the crypto asset securities space.
The statement centers on what the staff terms “Covered User Interfaces,” software tools such as websites, browser extensions, and mobile applications that help users prepare and initiate crypto asset securities transactions on blockchain protocols through self-custodial wallets. These tools convert a user’s specified transaction parameters into blockchain-readable instructions for the user to sign and transmit, and may also present market data including execution routes, asset prices, and estimated gas fees.
Under the Exchange Act, any person acting as a “broker” must register with the Commission absent an applicable exception or exemption. The staff statement identifies a set of conditions under which a Covered User Interface Provider may operate without triggering the broker-dealer registration requirement. Those conditions are designed to ensure the provider too operates in a passive, technology-driven way rather than as an active intermediary exercising investment judgment on behalf of users.
Among the key conditions, providers of such tools or platforms must allow users to customize default transaction parameters and furnish educational materials to support informed decision-making. Providers may not solicit specific crypto asset securities transactions or offer subjective commentary on execution routes. The tool’s or platform’s software must rely on pre-disclosed, objective criteria that are independently verifiable, and compensation must take the form of a uniform charge, either a flat fee or consistent percentage, that is agnostic to product, venue, or counterparty, effectively precluding what is known in the securities trading context as “payment for order flow.”
The statement also places substantial emphasis on disclosure. Providers must prominently communicate all material facts concerning their unregistered status, fee structures, conflicts of interest, cybersecurity safeguards, protections for trading data, and default transaction parameters. Any affiliation with a connected trading venue or liquidity pool must be clearly disclosed, and the affiliated venue must be treated on the same terms as unaffiliated alternatives.
The staff drew clear boundaries around the scope of its position. The statement does not extend to providers that negotiate transaction terms, furnish investment recommendations, hold or manage user funds, execute or settle transactions, or take or route orders, nor does it address custodial wallet arrangements.
The staff’s new approach represents a stark departure from the prior Commission leadership under former Chair Gary Gensler, who had proposed rulemaking that would have broadly expanded registration requirements in ways that threatened to capture many of the same crypto trading interfaces now addressed by the staff statement. (Press Release, Sec. & Exch. Comm’n, SEC Proposes Rules to Include Certain Significant Market Participants as “Dealers” or “Government Securities Dealers,” Release No. 2022-54 (Mar. 28, 2022)) By contrast, the new staff guidance adopts a narrowly tailored, conditions-based framework that is expressly interim, subject to a five-year sunset absent further Commission action (such as rulemaking). The SEC has also opened the staff statement to public comment, signaling that more permanent rulemaking may follow. Taken together, this statement represents a meaningful step toward a coherent regulatory framework for digital asset market infrastructure in the United States that, like the SEC’s new token taxonomy, is much friendlier to the digital asset sector.
