OpenSea is urging the US Securities and Exchange Commission to clarify that NFT marketplaces should not fall under federal securities laws, arguing they don’t meet the definition of an exchange or a broker. In an April 9 letter addressed to Commissioner Hester Peirce, the firm’s general counsel, Adele Faure, and deputy general counsel, Laura Brookover, stated that NFT platforms like OpenSea do not execute transactions, act as intermediaries, or bring together multiple sellers for the same asset—key criteria typically used to define an exchange under current securities regulations.
The letter calls on the SEC, and its Crypto Task Force in particular, to publish informal guidance specifically addressing the regulatory treatment of non-fungible tokens. Faure and Brookover pointed to recent staff statements that exempted stablecoins and memecoins from certain securities law requirements. They argued that similar clarity is needed for NFTs to remove the uncertainty created by past enforcement actions. “We ask the SEC to clear the existing industry confusion on this issue,” they wrote, emphasizing the need to protect the ability of US technology companies to lead innovation in the digital asset space.
The legal team also urged the agency to exempt NFT marketplaces from the proposed broker registration requirements, noting that such platforms do not offer investment advice, execute transactions on users’ behalf, or take custody of customer assets. By doing so, OpenSea contends that the SEC could foster an environment that promotes technological innovation without the hindrance of overbroad regulatory measures.
Related news: SEC Drops Investigation Into NFT Marketplace OpenSea
The appeal comes amid a broader shift in the SEC’s approach to regulating digital assets. In recent months, under a more crypto-friendly stance that emerged during the Trump administration, the commission has scaled back several enforcement actions and dropped investigations that had targeted crypto firms, including an earlier probe into OpenSea. This change of direction was underscored on April 4 when the SEC announced that certain stablecoins meeting specific criteria would be classified as “non-securities,” thereby exempting them from transaction reporting requirements. Similarly, a February staff statement clarified that memecoins are treated as digital collectibles rather than securities.
OpenSea’s call for clear and precise regulatory guidelines comes at a time when both industry players and regulatory bodies are seeking a balanced approach that supports innovation while maintaining investor protections. With the evolution of the digital asset space, the company hopes that the SEC’s forthcoming guidance will solidify the legal framework governing NFT marketplaces
HODL Team
