SEC clarifies rules for tokenized stocks, tightening scrutiny on synthetic equity

Policy Share Share this article Copy link X icon X (Twitter) LinkedIn Facebook Email SEC clarifies rules for tokenized stocks, tightening scrutiny on synthetic equity The agency says issuer approval is required for true tokenized ownership, warning that many stock tokens sold to retail investors provide only indirect or synthetic exposure. By Sam Reynolds Jan 29, 2026, 4:38 a.m. Make us preferred on Google What to know : The Securities and Exchange Commission issued new guidance clarifying that tokenized stocks are subject to existing securities and derivatives rules, regardless of whether they are recorded on a blockchain. The agency drew a sharp line between issuer-sponsored tokenized securities, which can represent true equity ownership, and third-party products that typically provide only synthetic exposure or custodial entitlements. Regulators signaled they aim to curb the spread of synthetic equity products to retail investors while encouraging issuer-approved, fully regulated tokenization structures. The Securities and Exchange Comission is pushing back against a growing market for “tokenized stocks” that look like equity, trade like equity, but do not actually confer ownership, releasing new guidance that puts third-party synthetic equity products squarely under traditional securities and derivatives rules. In a joint statement , the SEC’s Divisions of Corporation Finance, Investment Management, and Trading and Markets said tokenized securities fall into two clear categories: those issued or authorized by the underlying company, and those created by third parties without issuer involvement. STORY CONTINUES BELOW Don't miss another story. Subscribe to the State of Crypto Newsletter today . See all newsletters Sign me up By signing up, you will receive emails about CoinDesk products and you agree to our terms & conditions and privacy policy . The latter category, the SEC warned, often amounts to synthetic exposure rather than real equity ownership, a distinction that became newly salient after OpenAI publicly disavowed tokenized “equity” linked to its shares offered through Robinhood in Europe. Tokenization, the SEC said in its statement, does not alter the application of federal securities laws. Whether a security is recorded on a blockchain or in a traditional database, issuers retain control over ownership records, transfer approvals, and shareholder rights. Only issuer-sponsored tokenized securities, where the company integrates blockchain records into its official shareholder register, can represent true equity ownership, the agency said. By contrast, third-party tokenized stocks generally fall into one of two buckets. Some are custodial arrangements that represent an entitlement backed by shares held by an intermediary, exposing investors to counterparty and bankruptcy risk. Others are synthetic instruments, such as linked securities or security-based swaps, that track the value of a stock without conveying voting rights, information rights, or any claim on the issuer itself. By formalizing how tokenized stocks are classified, regulators appear intent on limiting the spread of synthetic equity products to retail investors while steering compliant tokenization toward issuer-approved, fully regulated structures. Securities and Exchange Commission Tokenized Securities Robinhood More For You Pudgy Penguins: A New Blueprint for Tokenized Culture By CoinDesk Research Dec 30, 2025 Commissioned by Pudgy Penguins Pudgy Penguins is building a multi-vertical consumer IP platform — combining phygital products, games, NFTs and PENGU to monetize culture at scale. What to know : Pudgy Penguins is emerging as one of the strongest NFT-native brands of this cycle, shifting from speculative “digital luxury goods” into a multi-vertical consumer IP platform. Its strategy is to acquire users through mainstream channels first; toys, retail partnerships and viral media, then onboard them into Web3 through games, NFTs and the PENGU token. The ecosystem now spans phygital products (> $13M retail sales and >1M units sold), games and experiences (Pudgy Party surpassed 500k downloads in two weeks), and a widely distributed token (airdropped to 6M+ wallets). While the market is currently pricing Pudgy at a premium relative to traditional IP peers, sustained success depends on execution across retail expansion, gaming adoption and deeper token utility. 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