The Securities and Exchange Commission on Thursday gave US platforms a five-year exemption to trade tokenized American stocks on public blockchains without registering as national exchanges, the most concrete step yet toward moving equities onchain. The order, Release No. 2026-90, creates a category the agency calls Tokenized Securities Venues, or TSVs, and lets them run permissioned automated market makers and liquidity pools for tokenized National Market System stock. A parallel exemption spares liquidity providers in those pools from dealer registration.
The relief is narrower than early headlines suggested. A TSV must be a US person, must set standards for who can participate, and may list at most 75 large-cap symbols, with volume in each capped at 0.25% of the stock’s prior-month average daily share volume. A second tier allows 250 symbols at 2.5% of average daily volume, according to Jamie Selway, the SEC’s director of trading and markets.
| Tier | Max symbols per venue | Volume cap per symbol |
|---|---|---|
| Tier 1, most liquid stocks | 75 | 0.25% of prior-month average daily volume |
| Tier 2 | 250 | 2.5% of prior-month average daily volume |
Chairman Paul Atkins framed the order as a bridge rather than a destination.
“The Innovation Exemption, while temporary, would allow TSVs to trade tokenized NMS stock in a permissioned environment today while the Commission considers the need for additional action to facilitate onchain trading,” Atkins said in a statement.
He added that the interim measure “must be followed by durable rulemaking to ensure that onchain markets remain a viable pathway” as capital markets evolve. The exemptions expire five years after publication, and the order solicits public comment on possible modifications.
Real shares, not synthetics
The exemption covers only tokens that represent genuine ownership of the underlying stock. Holders must receive the same rights and privileges as traditional shareholders, including dividends and voting. Products that merely track a share price through a derivative, which is common among offshore offerings, do not qualify. An SEC official said synthetic instruments that create only an indirect connection to a stock are excluded from the relief entirely.
Commissioner Mark Uyeda, in a separate statement, described the design as controlled, with public notice, transaction transparency, stoppage coordination, books and records, and technology safeguards among the required conditions. He noted that dollar-denominated transaction data, including price, size, time, pool address and daily volume, will be published at regular intervals to reduce information asymmetries and give the agency material for study. Uyeda compared the approach to earlier exemptive reliefs that produced money market funds, index funds and ETFs.
Issuers keep a veto. A venue must notify a company at least 30 days before tokenizing its stock, and the company can block the listing, in some cases simply by stating an objection. Silence counts as permission. The Securities Transfer Association had urged the SEC in July to make issuer authorization a threshold condition for any tokenized-securities relief. The final order stops short of that but preserves the objection right, a compromise that several issuer-side trade groups had pushed for since the idea surfaced last year.
How the US got here
Tokenized equities have traded for years, just not in the United States under US rules. Crypto exchanges including Robinhood, Kraken and several smaller platforms launched offshore token stock products, mostly to European and other non-US customers, after US regulators signaled that most such offerings would run into securities laws. Those products drew criticism because many gave holders no real shareholder rights, no voting, and in some cases no claim on the underlying shares at all.
The regulatory posture shifted after the change in administration. Chair Paul Atkins, who took over the SEC last year, made tokenization a stated priority. In August the agency proposed exempting certain crypto companies and offerings from parts of the securities rules. On September 1 it proposed the first major overhaul of transfer-agent rules in four decades, explicitly accommodating blockchain-based recordkeeping of securities ownership. Thursday’s order completes that arc with a live trading pathway rather than another proposal.
Who is ready to launch
Coinbase, Robinhood, Kraken and Gemini have all signaled interest in bringing tokenized equities to US customers, according to CNBC, and several already operate versions overseas. Robinhood moved this week to address the most common criticism of its offshore product, saying it will let token holders redeem tokens for underlying shares on a one-to-one basis and will add voting rights. That puts its US offering in line with the conditions the SEC attached to the exemption.
The commercial logic is straightforward. Tokenized stocks promise around-the-clock trading, faster settlement, fractional ownership and self-custody, none of which the current US market structure offers for listed equities. Citi analysts have estimated that tokenized assets could grow into a $5.5 trillion market by 2030. Whether crypto-native venues capture that flow or incumbent exchanges adapt first is one of the open questions the five-year window is designed to answer.
Timing after the CLARITY defeat
The order landed two days after the Senate failed to advance the Digital Asset Market Clarity Act in a 49-50 procedural vote, leaving the industry without the statutory framework it had lobbied for all year. Regulators moved anyway. CFTC Chairman Michael Selig said his agency is “locked in and ready to ship its rules for the new frontier of finance,” and Atkins said the SEC would act “with or without legislation” to provide regulatory certainty. The same day, the CFTC’s Market Participants Division issued a no-action letter freeing passive software providers, including self-custodial wallet developers, from introducing-broker registration.
That pairing matters for market structure. The SEC order defines where tokenized shares can trade, and the CFTC letter defines how wallets and interfaces can connect users to regulated derivatives and prediction markets. Together they give firms two concrete compliance paths where a week ago there were none, both built on staff relief and exemptive orders rather than statute.
A five-year experiment
The SEC is treating the exemption as evidence-gathering, not a finished regime. The caps are calibrated to existing limit up, limit down tiers, the smallest footprint the agency could design while still producing useful data. Uyeda called it “a path to data-driven rulemaking” and asked commenters for metrics, case studies and incident analyses from live environments. The agency can modify or withdraw the relief, and an SEC spokesperson described the order as “a way station to final rulemaking.”
Open questions remain. Market watchers have raised fragmentation concerns, since the same ticker would trade in traditional venues and in AMM pools with different mechanics, and the order’s stoppage coordination condition is meant to keep halts aligned across both. Custody arrangements, oracle use for market data and the treatment of corporate actions are all left to TSV disclosure under the order. The commission explicitly reserved judgment on whether today’s permissioned AMM model should become the standard.
Traditional exchanges now face competing venues for the same tickers, though the volume caps keep the initial footprint small enough that Nasdaq and NYSE volumes are unlikely to move soon. The SEC said the relief is necessary because platforms would otherwise face “potentially burdensome changes” to comply with federal securities laws. Exchange operators have so far declined to comment publicly on the order.
For investors, the practical promise is 24/7 trading, faster settlement, fractional ownership and self-custody of shares, with full shareholder rights attached. Whether that materializes depends on venues meeting the conditions and surviving the comment process. The agency has been explicit that the next five years are a test, and the results will shape whatever permanent rule follows.