Apr. 14, 2026
Re: File Number 4-894 — Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities To the Securities and Exchange Commission: I appreciate the opportunity to submit comments on the Division of Trading and Markets’ April 13, 2026 Staff Statement regarding broker-dealer registration requirements for certain user interfaces used to prepare transactions in crypto asset securities. I commend the Staff for providing a non-objection position for Covered User Interface Providers that meet specified conditions. This guidance is a constructive interim step that brings welcome clarity. In particular, the recognition that non-custodial interfaces enabling users to create and control self-custodial wallets, view on-chain data, format transaction parameters, and transmit user-directed instructions do not inherently constitute broker activity is both accurate and important. As Commissioner Hester M. Peirce noted in her statement issued the same day, the law already supports this distinction, and overly expansive interpretations of the “broker” definition risk discouraging the innovation that benefits investors. However, the Staff Statement is temporary—subject to withdrawal after five years—and relies on non-binding staff views. Continued dependence on enforcement actions, no-action letters, and temporary guidance creates persistent uncertainty for developers, investors, and market participants. A formal, Commission-level rulemaking is essential to deliver long-term certainty, technological neutrality, and investor protections grounded in statute. I respectfully offer the following recommendations: Codify a Clear Exclusion for User-Controlled Interfaces User interfaces that merely assist users in preparing and transmitting their own transaction instructions—without exercising discretion, holding assets, or acting as an intermediary—should be explicitly excluded from the definition of “broker.” This reflects the functional realities of self-custodial, on-chain systems, where users retain exclusive control over private keys and execution occurs through deterministic smart contracts. Rulemaking should codify this distinction and align with judicial precedent such as SEC v. Coinbase. Formalize and Calibrate the Staff’s Conditions The conditions in the Statement provide a strong foundation. However, some elements risk being overly rigid. While prohibitions on subjective recommendations and solicitation are appropriate, the rules should not discourage objective enhancements to user experience, routing transparency, or interface usability that benefit retail investors. Disclosure requirements should be proportionate and practical, favoring layered or standardized formats that inform users without overwhelming them or imposing undue compliance burdens on smaller developers. Preserve Self-Custody as a Central Investor Protection The absence of custody or control over user assets materially reduces risks and should remain a core distinction in any regulatory framework. Regulation must avoid inadvertently favoring centralized intermediaries over decentralized, self-custodial tools that enhance user autonomy and security. Key Principles the Commission Should Adopt in Rulemaking To provide durable protection for consumers, developers, and innovation, the rulemaking should include: A bright-line safe harbor for Covered User Interfaces that operate on objective, pre-disclosed, and independently verifiable software logic; Technology-neutral language that avoids obsolescence as blockchain tools evolve; Transparent, fixed-fee structures that are agnostic to execution route, venue, or counterparty; Clear, prominent disclosures (including a prominent non-registration disclaimer) without excessive burden; An affirmative defense for good-faith compliance to reduce enforcement risk; and Ongoing public engagement mechanisms to refine the framework as technology and market practices develop. These principles would strike an appropriate balance between investor protection and the preservation of open, user-controlled financial tools. I urge the Commission to promptly initiate a formal rulemaking proceeding to clarify Section 15(a) of the Exchange Act in light of self-custodial technologies and to provide the long-term certainty the market needs. As Commissioner Peirce has encouraged, broad input from developers, researchers, and users will be critical to success. Thank you for considering these comments. I appreciate the Staff’s work and Commissioner Peirce’s leadership on this issue and remain available for further dialogue. Respectfully submitted, Steve Chambers