Guide · Regulation

The SEC Innovation Exemption, and what it changes for tokenized stocks

On 17 September 2026 the SEC issued a temporary, conditional exemption that lets a new kind of venue trade tokenized US stocks without registering as an exchange. It is an order, not a proposal, and it runs for five years. Here is what it actually requires, which of the programmes we track could fall inside it, and the one condition much of the coverage reported backwards.

Text reviewed September 18, 2026

The short answer

It covers trading venues, not issuance. Creating new shares on such a venue stays prohibited; every offer still needs registration or an exemption.
A token traded there must carry the same rights as the share — dividends and voting included.
Synthetic trackers are explicitly excluded. That is where most of today’s European stock tokens sit.
Companies get a veto: 30 days after a written notice, an objection blocks the listing.
Nothing changes for an EU retail investor today. The order is about US venues and US-listed stock.

What the order says

Instrument	Temporary conditional exemptive relief from the “exchange” definition (Exchange Act §3(a)(1)). Release 34-106402, File 4-927.
Date and term	Issued 17 September 2026, relief runs five years.
Who it covers	A “Tokenized Securities Venue” (TSV): a platform bringing buyers and sellers of tokenized NMS stock together through AMM liquidity pools for permissioned participants.
Not a licence	A TSV is not registered with the SEC in any capacity. It self-certifies by publishing a notice at least 30 days before it starts, and informing the Commission.
Rights condition	The token must give holders “the same rights and privileges” as traditional NMS stock of the same class — dividends, voting, proxy materials, liquidation claim.
Issuer objection	For third-party tokenization the venue must notify the issuer; an objection within 30 days blocks the listing.
Excluded	Primary issuance, and synthetic exposure — a “tokenized linked security or tokenized security-based swap” is not tokenized NMS stock.
Limits	Symbol and volume caps tiered to the LULD plan, trading halts synchronised with the primary exchange, public auditable smart contracts on a permissionless chain.

The point the coverage got backwards

Several outlets reported that the exemption lets tokenized stocks trade without voting rights or dividends. The order says the opposite: equivalence of rights is a condition of the relief, and a third-party tokenizer must pass proxy materials through at no cost to the issuer or the shareholder. The practical consequence is the interesting part — the products most people call “tokenized stocks” in Europe today do not meet that condition, and the order does not apply to them.

The programmes we track, sorted by model

The order’s dividing line — does the token carry the shareholder’s rights, or only the price — runs straight through our dataset of 2,217 tokenized stocks. Instrument counts are live; the classification is ours, dated 18 September 2026.

Issuer-tokenized — the company itself issues the token

Programme	Instruments	What holders get
Aktionariat (Schweizer KMU)	3	The company itself puts its share register on chain: the token is the share, under Swiss law. The clearest example of issuer tokenization in our data — and of unlisted companies, not NMS stock.

Custodial — a third party holds the real shares

Programme	Instruments	What holders get
Dinari dShares	721	Dinari buys the real shares into a custodial brokerage account; dividends are paid out in a stablecoin on the issuer’s schedule and splits are mirrored. Its own site states availability in 85+ jurisdictions outside the US. Voting is not stated. ↗
Ondo Global Markets	442	Offshore programme for non-US investors, with shares held by a custodian. Not offered to US investors today; Ondo has announced a US framework through a registered transfer agent.

Synthetic tracker — price exposure only, explicitly outside the exemption

Programme	Instruments	What holders get
Backed / xStocks	750	Kraken’s own terms: holders “do not have ownership in any of the underlying stock” and have “no voting rights, or distribution entitlements, or legal claims”. Dividends are reinvested into more tokens. Issued by Backed Assets (JE) Limited under a base prospectus. ↗
Robinhood Stock Tokens (EU)	76	Robinhood’s EU tokens are described in its own disclosures as tokenized debt securities giving price exposure only — no ownership, no votes.

And in Europe?

Nothing about this order changes European access. Tokenized stocks are sold to EU retail investors under an EEA-approved base prospectus — that is the route Backed uses for xStocks — and the EU’s own DLT pilot regime remains lightly used; ESMA proposed making it permanent and loosening its thresholds in June 2025. The UK is working through its Digital Securities Sandbox toward permanent authorisation. What the US order does change is the benchmark: an American venue must now deliver votes and dividends to qualify, while the European retail product openly does not.

Questions, answered

Does this make tokenized stocks legal in the US?

Tokenized securities were never illegal — they are securities, and securities rules applied. What was missing was a way to run a venue for them without registering as a stock exchange, which an automated market maker cannot practically do. That is the gap the order fills, for five years, under conditions.

Can I buy tokenized US stocks as a European retail investor now?

Not because of this order. It concerns US venues and US-listed shares. What is offered to EU retail investors today are products sold under an EEA prospectus, mostly trackers; whether you qualify for a given product is up to its provider.

Do xStocks now have to give me voting rights?

No. The order sets conditions for venues that want its relief, and xStocks are outside its scope as a synthetic product. Kraken’s own terms remain as they were: no ownership, no voting rights, no distribution entitlements; dividends are reinvested into more tokens.

Can a company stop its stock from being tokenized?

Inside this exemption, yes: a venue must notify the issuer and may not list the token if the issuer objects within 30 days. Outside it — offshore and synthetic products — the objection has no formal effect. AMC’s public objection in September 2026 predates the order.

Is a “TSV” a licence I should look for?

No. It is an exemption from a category, and the venue is explicitly not registered with the SEC in any capacity, not subject to Regulation NMS and not subject to the fair-access rule. The registrations that still signal oversight are transfer agent, broker-dealer, ATS and national securities exchange.

Sources

This is a summary of a public order, not legal advice. Figures on the programmes come from our own database; the classification is our reading of each programme’s own documents on the date shown.

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