OpenSea is calling on the U.S. Securities and Exchange Commission (SEC) to formally exclude non-fungible token (NFT) platforms from regulation under federal securities laws.
In a letter dated April 9 and addressed to SEC Commissioner Hester Peirce—head of the agency’s Crypto Task Force—OpenSea’s General Counsel Adele Faure and Deputy General Counsel Laura Brookover argued that platforms like theirs should not be classified as securities exchanges. They claim that NFT marketplaces do not meet the legal definition of an exchange, as they do not execute trades, act as intermediaries, or aggregate buyers and sellers for identical assets.
“The Commission’s prior enforcement approach has generated significant ambiguity,”
Faure and Brookover wrote.
“We urge the SEC to resolve this uncertainty to preserve U.S. leadership in digital innovation.”
The letter emphasized the need for clarity, especially as the SEC has recently shifted its tone under the Trump administration. The regulator has dismissed a number of enforcement actions and abandoned investigations—including one targeting OpenSea—initiated under former Chair Gary Gensler’s stricter crypto oversight.
Faure and Brookover also pointed to recent staff statements clarifying the status of stablecoins and memecoins. On April 4, the SEC noted that some stablecoins may be considered “non-securities” and are therefore exempt from transaction reporting. Similarly, a February 27 statement classified memecoins as collectibles rather than securities.
OpenSea’s legal team believes NFT marketplaces deserve the same treatment. They argued that OpenSea does not offer investment advice, custody of user assets, or facilitate trades—further distancing the platform from the criteria typically used to regulate exchanges or brokers.
“We’re asking for informal guidance now and a long-term exemption from broker registration requirements,”
they added.
Meanwhile, The U.S. SEC officially closed its investigation into OpenSea on February 23. Co-founder and CEO Devin Finzer confirmed the move, calling it a significant win for the community and the broader digital collectibles space. He emphasized that if the SEC had classified NFTs as securities, it could have stifled innovation in digital art and collectibles.
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