OpenSea Urges SEC to Exempt NFT Marketplaces from Securities Regulations

MetaversePlanet April 10, 2025Last Updated: April 10, 2025

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One of the leading platforms in the NFT space, OpenSea has officially called on the U.S. Securities and Exchange Commission (SEC) to exempt NFT marketplaces from federal securities regulations.

In a letter dated April 9, OpenSea’s General Counsel Adele Faure and Associate General Counsel Laura Brookover addressed the SEC’s Crypto Task Force, led by Commissioner Hester Peirce.

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OpenSea: NFT Platforms Are Not Exchanges Under SEC Definitions

Faure and Brookover urged the SEC to formally clarify that NFT marketplaces like OpenSea should not be considered “exchanges” under U.S. securities law.

According to the letter, NFT platforms do not execute trades, act as intermediaries, or match multiple buyers and sellers for the same financial instrument—criteria typically used to define a securities exchange.

“The Commission’s past enforcement actions have created legal uncertainty,” the letter states. “We request that the SEC eliminate this ambiguity and support U.S. tech companies in leading innovation in the digital asset space.”

A Push for Regulatory Clarity Following SEC’s Recent Moves

This request follows recent actions by the SEC aimed at clarifying its stance on digital assets:

On April 4, the SEC announced that certain stablecoins would not be classified as securities and would thus be exempt from transaction reporting requirements.
In February, a staff bulletin from the Division of Corporate Finance clarified that meme coins were not considered securities but rather digital collectibles.

In line with these updates, OpenSea’s legal team believes the Crypto Task Force should adopt a similar approach for NFTs.

NFT Marketplaces Are Not Financial Intermediaries

Faure and Brookover emphasized that NFT marketplaces like OpenSea do not provide investment advice, do not custody user assets, and do not execute financial transactions on behalf of users.

“We are requesting informal guidance from the SEC to address confusion surrounding NFTs,” they wrote. “In the long run, we urge the Commission to exempt NFT platforms from proposed broker-dealer regulations.”

SEC’s Stance on Crypto Softens Under Trump Administration

The request comes amid a noticeable shift in regulatory approach by the SEC under the Trump administration, moving away from the stricter stance adopted during Gary Gensler’s tenure as SEC Chair.

In recent months, the agency has dropped several enforcement cases against crypto companies, including an earlier investigation into OpenSea.

This change coincides with a major leadership transition. Gensler, who had launched over 100 enforcement actions against crypto firms during his term (starting in 2021), stepped down on the same day Donald Trump began his second presidential term.

Trump had promised during his campaign to remove Gensler—a move many believe played a key role in the SEC’s changing attitude toward the crypto sector.