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SEC Five-Year Exemption Opens Regulated Lane for Tokenised U.S. Stocks


Key points

  • The SEC has issued a five-year exemption creating a regulated U.S. pathway for tokenised stocks that carry full shareholder rights, including dividends and voting rights.
  • Synthetic stock tokens from firms such as Robinhood, Kraken, and Ondo that provide only price exposure fall outside the framework and would require product changes to enter U.S. markets under it.
  • Firms including Securitize, Bullish, and custodial model Dinari are named as potential beneficiaries, with Securitize shares up 14% and Bullish shares up 10% on the announcement.
  • Trading via AMMs on public blockchains such as Ethereum, Solana, and BNB Chain is permitted, but KYC requirements and trading limits apply, limiting how quickly DeFi platforms can participate.
  • An issuer veto provision requires trading venues to notify a company 30 days before listing its tokenised shares, and trading cannot proceed under the exemption if the issuer objects.

The U.S. Securities and Exchange Commission (SEC) has granted a five-year exemption that creates a formal pathway for tokenised stocks representing actual U.S. shares, complete with shareholder rights such as dividends and voting entitlements. The framework explicitly favours models where tokens carry full security entitlements, whether through issuer-sponsored programmes or custodial structures, and it permits trading via automated market makers (AMMs) on public blockchains, subject to know-your-customer (KYC) controls and other guardrails.

Firms positioned to benefit include Securitize, whose chief executive Carlos Domingo called the move “extremely positive” and said it would accelerate adoption of native tokenised securities. Bullish, which is expanding into transfer agency through its acquisition of Equiniti, also welcomed the step, though its global head of tokenisation Thomas Cowan cautioned that it represents a controlled first step rather than an immediate broad opening for onchain stock markets. Market reaction was swift: Securitize shares rose 14% and Bullish shares traded 10% higher on the day.

Synthetic products that deliver only price exposure, such as those offered by Robinhood, Kraken, and Ondo, sit outside the exemption’s scope and would need product restructuring to participate in U.S. markets under this framework. An issuer veto mechanism adds a further constraint: any trading venue wishing to list a company’s tokenised stock must notify the issuer and wait 30 days, and the token cannot trade under the exemption if the issuer objects. Public blockchains including Ethereum, Solana, and BNB Chain stand to benefit from expanded activity, as do AMM platforms such as Uniswap, Aerodrome, and Raydium, provided they can implement the required access controls.

Original source

Coindesk Markets desk

coindesk.com