OpenSea Pushes Back Against SEC On NFT Regulation

OpenSea, the world leader in the NFT market, stands up against the SEC. On April 9, 2025, the platform sent a formal letter to Commissioner Hester Peirce to defend a clear point: NFTs are not financial securities, and OpenSea is neither a broker nor an exchange.

NFT Regulation: OpenSea Raises its Voice Against the SEC

48 hours before the SEC roundtable on crypto regulation, OpenSea hits the table. In an 8-page document, the legal management of the marketplace reminds us that NFTs, primarily used as collectibles or digital artworks, are not acquired with an investment perspective, but for their artistic or cultural value. This position aligns with the dissent expressed by Commissioner Peirce during the Stoner Cats case.

However, the SEC issued a “Wells Notice” against OpenSea, implying that the platform would operate as an unregistered exchange or broker. This classification is firmly rejected by the company, relying on the legal definition of a broker according to the Securities Exchange Act of 1934, which states:

The term “broker” refers to any person who performs the activity of executing transactions on securities for the account of others.

This legally entails several elements, namely:

• Regularly executing transactions on financial securities;
• Actively soliciting investors;
• Receiving compensation based on transactions;
• Holding or managing clients’ funds or assets;
• Providing investment advice or recommendations.

OpenSea emphasizes that it does not hold users’ assets, provides no investment advice, and executes no transactions: everything is done via smart contracts on the blockchain. Therefore, neither it nor other similar platforms should be classified as brokers.

Preserve Innovation

OpenSea goes further and requests that the SEC quickly publish clear guidelines excluding NFT marketplaces from the current regulation on securities. It also invites the use of Article 36 of the Exchange Act to formalize an exemption.

The stake? Preserve innovation. According to OpenSea, applying securities regulation to NFTs would hinder a still young, open, transparent sector based on direct interaction among users.

Despite the 63% collapse of the NFT market in Q1 2025, this area remains extremely sensitive for regulators. However, OpenSea hopes that the SEC will choose the option of common sense and balance rather than that of over-regulation.