What a Tokenized Stock Is, and the One Question That Matters
A token is a technology wrapper. What matters is the legal instrument inside it and who stands on the other side of your claim. SEC staff made this point in a January 28, 2026 statement from three divisions: a tokenized security is a security formatted as, or represented by, a crypto asset, and the securities laws apply regardless of format.
The staff sorted tokenized securities into two families. Issuer-sponsored tokens are issued by the company or its agent. Third-party tokens are created by an unaffiliated party that references someone else's security, and they split again into custodial tokens (a security entitlement or custodial interest in a share an intermediary holds) and synthetic tokens (a linked security or security-based swap the third party issues itself). The staff cautioned that third-party models can carry added counterparty, operational and insolvency risk, and that a synthetic holder's rights depend on the sponsor's credit and performance rather than the referenced company's.
The Four Models
1. Issuer-sponsored shares
The company tokenizes its own stock. Securitize, which listed on the NYSE in July, tokenized about $300 million of its own shares on Solana and Avalanche, according to CoinDesk, and says the tokens represent the same common stock rather than a separate class, with voting and dividend entitlements intact.
Infrastructure context. DTCC's tokenization service sits underneath products like these rather than alongside them. Its tokens mirror securities held at DTC with the same CUSIP and rights, DTC keeps the official record, and access is for DTC participants, not retail investors (DTCC launch details).
2. Custodial security entitlements (rights passed through)
Securitize Stocks launched October 8 for eligible investors in the US, EU and other permitted jurisdictions: twelve stocks including Apple, Microsoft, Nvidia and Tesla. Each token is a security entitlement under UCC Article 8, backed one-to-one by a share, in a structure Securitize calls a Convertible Entitlement Token. Securitize says it preserves dividends and, where the share class carries them, voting rights. Holders are not registered shareholders of the issuing companies unless they convert their entitlements.
Trading runs through Securitize's registered broker-dealer in extended hours, settling in USDC, with Jump Trading as market maker. NYSE and OKXICE listings are planned but not live (our report).
3. Offshore wrappers: notes and tracker certificates
The common design: an issuer holds shares with a custodian, one-to-one, and issues a debt-style token that tracks the price. Your claim runs against the issuing entity, not the company.
- xStocks are issued by Backed Assets (JE) Limited. The issuer's legal overview calls each one “a bearer debt instrument classified as a tracker certificate,” as quoted by Neovestor. The issuer's FAQ says they carry no shareholder rights, pass dividends through a rebasing multiplier (reinvested, net of withholding), and are not offered to US persons. Kraken has reportedly added a contractual way for holders to instruct votes (CryptoNews), but the token is still not a share.
- Ondo Global Markets tokens are structured notes issued by Ondo Global Markets (BVI) Limited, backed one-to-one by securities held with regulated custodial broker-dealers plus an extra collateral buffer, with published attestations (Ondo's documentation, as cited by DefiLlama). Holders are not shareholders. A Broadridge integration lets holders express voting preferences to the issuer, which Ledger Insights notes is not binding. Not available in the US. (Ondo's tokenized fund products are a different category, covered in our Treasuries guide.)
- Robinhood Stock Tokens (launched July 2026 on Robinhood Chain) are tokenized debt securities issued by Robinhood Assets (Jersey) Limited, ERC-20 tokens backed one-to-one by shares held with a custodian, with no voting or direct shareholder rights (per DeGate and DeFi Prime). They are excluded from the US.
These products are open about what they are if you read the documents. The risk sits in the word “stock.”
4. Synthetic derivatives
Robinhood's older Classic Stock Tokens for EU users are derivative contracts with Robinhood Europe, UAB under MiFID II. The token is a book-entry representation of the contract, grants no rights to the shares, and can't be withdrawn to a self-custody wallet (DeGate; 4Pillars). Other crypto-formatted derivatives, such as tokenized security-based swaps, belong here too. SEC staff note that some synthetic products can be security-based swaps, which generally can't be sold to people who aren't eligible contract participants unless registered and traded on a national securities exchange.
Where the TSV Exemption Fits
A tokenized securities venue is a trading layer, not a product. The SEC's order, issued September 17, 2026 and running through September 17, 2031, exempts TSVs from the “exchange” definition when they run permissioned automated market maker pools for tokenized NMS stock. As summarized by WilmerHale:
- Same-rights test. A token qualifies only if holders get the same interest, dividends, voting rights and share of residual assets as holders of the underlying stock. The venue must verify this.
- Who may tokenize. Issuer-sponsored and third-party entitlement tokens are both in scope. Excluded are third-party crypto assets that give synthetic exposure, including tokenized linked securities and security-based swaps.
- Issuer objection. For third-party-tokenized stock, the venue must notify the issuer and wait at least 30 days. A written objection blocks trading.
- Caps. Tier 1 (S&P 500, Russell 1000, certain ETPs): up to 75 symbols and 0.25% of the prior month's average daily volume per stock. Tier 2: up to 250 symbols and 2.5%.
- Guardrails. Permissioned access; pairs only with another tokenized stock, a non-security crypto asset or a tokenized money market fund; no leverage; no primary issuance; halts follow the primary exchange; a public, permissionless ledger; a US-person venue. A TSV may not claim SEC registration or approval.
The SEC has named three firms planning venues: TSV LLC, OKXICE and Kephas Corporation. By DL News's count of OKXICE's 30-day notice, trading there could not start before November 3, and the NYSE platform has no date (details and the Better Markets challenge).
RWAToday analysis: the rights test makes “same rights as the shares” the gate to US-regulated venues, so offshore notes and trackers can't simply list there. Whether a specific product qualifies depends on its terms, and we make no determination for any product.
Side-by-Side Comparison
| Model | Examples | What you legally hold | Your claim runs against | TSV treatment |
|---|---|---|---|---|
| Issuer-sponsored shares | Securitize's tokenized SECZ shares | The company's own stock in token form (per issuer) | The company, as a shareholder | Eligible if same rights are verified |
| Custodial security entitlement | Securitize Stocks (Convertible Entitlement Tokens) | A UCC Article 8 security entitlement to a real share; not a registered shareholder unless converted | The broker-dealer and custody chain | Eligible if same rights are verified; venues planned |
| Offshore note / tracker | xStocks, Ondo Global Markets, Robinhood Stock Tokens | A debt-style instrument issued offshore (Jersey, BVI), backed 1:1 by shares | The issuing entity, as a creditor | Likely outside unless the same-rights test is met; check each product's terms |
| Synthetic derivative | Robinhood Classic Stock Tokens (EU) | A derivative contract; the token is a book entry | The counterparty | Excluded (synthetic exposure) |
What You Get, Product by Product
| Product | Dividends | Voting | On the share register? | US access |
|---|---|---|---|---|
| Securitize Stocks | Preserved, per Securitize | Where the share class carries it, per Securitize | No, unless converted | Eligible US, EU and other permitted investors |
| xStocks | Reinvested via rebasing, net of withholding | None per issuer FAQ; reported vote-instruction mechanism via Kraken | No | Not offered to US persons |
| Ondo Global Markets | Reinvested, net of withholding | Non-binding preferences only | No | Not available in the US |
| Robinhood Stock Tokens | Sources conflict; check the prospectus | None | No | Excluded |
| Robinhood Classic (EU) | Per contract terms | None | No | EU/EEA only |
How to Tell Which Model You Are Holding
- Who issued the token? Find the legal entity and its jurisdiction. A Jersey or BVI issuer means a note or tracker, not shares.
- What do the documents call it? “Security entitlement,” “note,” “tracker certificate” and “derivative contract” mean different things.
- Whom would you claim against if it failed? The company, a broker-dealer, an offshore issuer or a counterparty.
- How do dividends and votes work? Cash, reinvestment through a rebasing multiplier, or neither.
- Can you redeem or withdraw? Some tokens exist only as app balances.
- Is it open to US persons, and where does it trade? A broker-dealer platform, an offshore exchange or a TSV each carries different protections.
Our DYOR checklist and block explorer guide cover verifying the on-chain side, and our risk guide covers the legal and counterparty side.
Which Model Fits Which Investor
This is education, not investment advice. In broad terms: US investors can currently reach the first two models, since the offshore wrappers exclude US persons. Non-US investors can reach all four structures and should know which one they hold. Institutions have a separate route through DTCC's service.
Market Context
Tokenized stocks top about $3 billion in onchain value per RWA.xyz data reported when Securitize launched, and tokenized stocks and ETFs recorded more than $37 billion in onchain trading volume in the third quarter, up 18-fold since January, according to a Dune report summarized by Bloomberg. Both figures lump the models together; we have not seen a breakdown by legal structure, so neither says how much of the market is share-backed.
Quick Answers
Is a tokenized stock the same as owning the stock? Usually not. Even the closest model, a security entitlement, puts a broker-dealer between you and the company's register. Offshore notes put an issuer there.
Do tokenized stocks pay dividends? It depends on the model. Entitlement products aim to preserve dividends. Offshore wrappers such as xStocks and Ondo typically pass the economics through by reinvesting rather than paying cash.
Do they carry voting rights? Entitlements aim to, where the share class has votes. Offshore wrappers carry no direct votes; Ondo offers non-binding preferences and Kraken reportedly offers vote instructions for xStocks by contract.
Can US investors buy them? Securitize Stocks are offered to eligible investors including in the US. The offshore wrappers exclude US persons.
Does the SEC's TSV exemption approve these products? No. It exempts venues from exchange registration under conditions. It approves no token, and a TSV can't say it is registered or approved.
- WilmerHale client alert, Oct 5 — TSV order terms, same-rights test, caps, exclusions
- Morgan Lewis, Feb 2026 — SEC staff taxonomy of tokenized securities (Jan 28)
- Sidley — custodial vs synthetic models; sponsor-credit risk
- CoinDesk, Oct 8 — Securitize Stocks; own-share tokenization
- Securitize release (StreetInsider) — UCC Article 8 entitlements; not registered holders unless converted
- DL News — Jump market maker; OKXICE earliest start by its count
- xStocks FAQ — tracker certificate, rebasing, US restriction
- Neovestor — issuer legal overview of xStocks
- CryptoNews — Kraken vote-instruction mechanism for xStocks
- Ledger Insights — Ondo notes; non-binding voting preferences
- DefiLlama (citing Ondo docs) — Ondo structured notes, 1:1 backing, attestations
- DeGate — Robinhood Classic vs Stock Tokens
- DeFi Prime — Robinhood Chain Stock Tokens and exclusions
- Bloomberg, Oct 22 — Dune Q3 volume
→ What do you actually own when you buy a tokenized stock?
→ What is a tokenized securities venue?
→ Tokenized stocks: the market in 2026