SEC Tokenized Securities Guidance 2026: Two-Category Framework for Blockchain Issuance

Introduction

The US Securities and Exchange Commission (SEC) issued new SEC guidance on tokenized securities, splitting them into two main categories to clarify tokenized securities regulation for firms exploring blockchain-based capital markets: issuer-sponsored tokenized securities and third-party-sponsored tokenized securities. The regulator emphasized that tokenization and blockchain issuance do not create a shortcut around compliance, reinforcing that federal securities laws apply to digital assets that are securities just as they do to traditional formats—an important signal for US crypto regulation and digital asset compliance.

For issuer-sponsored tokenization, companies can tokenize their own securities by either (a) using blockchain directly as part of official ownership/transfer records, or (b) issuing crypto tokens that trigger corresponding updates to offchain ownership ledgers. In both approaches, the SEC stressed that “onchain vs. offchain” recordkeeping does not change the legal treatment, registration obligations, or ongoing securities law requirements for blockchain securities.

For third-party tokenized securities, the SEC described two models: a custodial model (where tokens represent entitlements tied to underlying securities held in custody) and a synthetic model (where new instruments provide exposure without direct ownership, such as structured notes, exchangeable stock, or security-based swaps). The statement also warned about additional counterparty and bankruptcy risk when relying on an unaffiliated issuer, and it reiterated a preference for broker-dealer custody frameworks over crypto-native self-custody—key considerations as real-world asset (RWA) tokenization and tokenized stocks, bonds, and Treasuries continue scaling.

Background

The landscape for tokenized securities just got significantly clearer. On January 28, 2026, the U.S. Securities and Exchange Commission released comprehensive guidance that categorizes tokenized securities into two distinct models, providing much-needed regulatory clarity for companies and investors navigating the intersection of blockchain technology and traditional capital markets.

This statement represents a watershed moment for the digital asset industry. As tokenized real-world assets (RWAs) surge in value—posting a remarkable 92% growth over the past twelve months according to RWA.xyz—regulators are stepping in to ensure that innovation doesn't outpace investor protection. The message from the SEC is unequivocal: blockchain technology doesn't change the fundamental nature of securities or exempt anyone from federal securities laws.

For DeFi and fintech professionals, this guidance isn't just regulatory housekeeping. It's a roadmap for how tokenization will integrate into the existing financial infrastructure, and it signals which business models will thrive under regulatory scrutiny versus those that may face enforcement challenges.

The Core Principle: Technology Doesn't Trump Regulation

Before diving into the specifics, it's crucial to understand the SEC's foundational stance. The agency made it crystal clear that "the format in which a security is issued or the methods by which holders are recorded (onchain vs. offchain) does not affect application of the federal securities laws."

This principle of technological neutrality means that whether you're issuing shares via traditional paper certificates, digital book entries, or blockchain tokens, the same regulatory requirements apply. Registration obligations under the Securities Act of 1933, trading rules under the Exchange Act of 1934, and all accompanying investor protections remain fully in force.

For companies exploring tokenization, this removes any lingering hope that blockchain could serve as a regulatory workaround. However, it also provides certainty—follow the established rules for securities, and you can leverage blockchain's benefits within a compliant framework.

Understanding the Two Categories of Tokenized Securities

The SEC's guidance divides tokenized securities into two primary categories: issuer-sponsored and third-party-sponsored models. Each comes with distinct characteristics, risk profiles, and regulatory implications.

Category 1: Issuer-Sponsored Tokenized Securities

Issuer-sponsored tokenized securities represent the most direct path to bringing securities on-chain. In this model, the company issuing the security tokenizes it themselves or works with service providers acting on their behalf.

The SEC describes two implementation approaches:

Direct Integration: The blockchain serves as the official record of ownership—what the SEC calls the "master securityholder file." When a token transfers on-chain, it directly corresponds to a transfer of the security on the issuer's official records. This is the only model that can represent true, direct ownership with full rights including voting privileges and dividend claims.

Hybrid Approach: Here, the on-chain token acts as a notification mechanism that triggers updates to a separate, off-chain master securityholder file. While less technically pure than direct integration, this approach can help companies gradually adopt blockchain while maintaining compatibility with existing systems.

Both approaches preserve the direct relationship between issuer and security holder. A tokenized share of stock remains an equity security under federal law, subject to all traditional registration and compliance requirements. The technology changes how ownership is recorded and transferred, but not the underlying legal relationship.

For companies considering tokenization, the issuer-sponsored model offers the most robust legal footing and the clearest path to regulatory compliance. It's also the model most aligned with major infrastructure initiatives like the Depository Trust & Clearing Corporation's Project Ion, which currently processes over 100,000 bilateral equity transactions daily on a distributed ledger platform.

Category 2: Third-Party-Sponsored Tokenized Securities

The second category covers securities tokenized by third parties unaffiliated with the original issuer. This is where the regulatory landscape gets more complex—and where the SEC's warnings become particularly pointed.

Third-party tokenization typically provides synthetic exposure rather than direct ownership, and it introduces additional layers of risk. The SEC identifies two sub-models:

Custodial Tokenized Securities

In this structure, a third party holds the underlying security in custody and issues a crypto asset representing an indirect ownership interest—essentially a "tokenized security entitlement." Think of it as a blockchain-based version of how brokers hold securities on behalf of clients.

While distributed ledger technology can efficiently track these entitlements, the critical distinction is that holders don't own the underlying security directly. Instead, they own a claim against the custodian. This exposes investors to counterparty risk and bankruptcy risk that wouldn't exist with direct ownership.

The SEC explicitly warned that holders of third-party-sponsored tokenized securities "may be exposed to risks with respect to the third party, such as bankruptcy." For investors, this means due diligence extends beyond analyzing the underlying asset to assessing the financial health and operational reliability of the intermediary.

Synthetic Tokenized Securities

This sub-model represents the furthest departure from traditional ownership. Synthetic tokenized securities don't involve any actual ownership of the underlying asset. Instead, they provide exposure through derivative structures.

The SEC highlights two common examples:

Linked Securities: A third party issues its own security—such as a structured note—whose value tracks a referenced security. The holder has no rights or claims against the issuer of the referenced security, only against the party that issued the note.

Security-Based Swaps: These are tokenized derivative contracts that provide synthetic exposure to a security or a related event. Holders generally don't receive equity rights, voting privileges, or information rights associated with the underlying security.

The regulatory treatment of synthetic tokenized securities is particularly strict when offered to retail investors. The SEC made clear that offering security-based swaps to non-eligible contract participants typically requires full Securities Act registration and trading on a national securities exchange. This represents a significant tightening of scrutiny on what some firms may have previously considered a gray area.

The SEC's guidance arrives at a pivotal moment for the tokenization market. The onchain value of tokenized RWAs has exploded from just $2.9 billion in 2022 to approximately $30 billion by Q3 2025. Industry projections suggest the market could reach between $500 billion and $3 trillion by 2030.

This growth isn't driven by retail speculation but by institutional adoption. Major financial institutions including BlackRock, Apollo, and Siemens are actively launching tokenized products. The asset classes seeing the most traction include:

• Private Credit (~$17 billion): Tokenization unlocks this traditionally illiquid asset class for a wider investor base

• U.S. Treasuries (~$7.3 billion): Offering global, programmable access to stable yield

• Real Estate and Corporate Bonds: Enabling fractional ownership and streamlined issuance

The DTCC's December 2025 announcement of a partnership to tokenize U.S. Treasury securities custodied at DTC represents perhaps the most significant validation of tokenization's mainstream potential. When the organization that processed $3.7 quadrillion in securities transactions in 2024 commits to blockchain infrastructure, it signals that tokenization has moved from experimental to essential.

Industry Response: Cautious Optimism

The reaction to the SEC's guidance has been largely positive, though tempered by awareness of the compliance challenges ahead.

Securitize, a leading tokenization platform, praised the guidance as "a modern extension of securities infrastructure." The framework provides companies with clear parameters for structuring compliant tokenization offerings, which is essential for scaling adoption responsibly.

However, the guidance has also intensified debates about regulatory approach. Wall Street incumbents including SIFMA and Citadel argue forcefully that tokenization changes the "market plumbing" but not the economic reality of securities. They advocate for applying existing federal securities laws consistently across all platforms to maintain investor protection and prevent regulatory arbitrage.

Meanwhile, some DeFi innovators have requested exemptive relief that would allow tokenized U.S. equities to trade on decentralized protocols outside traditional regulatory frameworks. The SEC, under Chairman Paul Atkins' leadership through initiatives like "Project Crypto," appears to be navigating a middle path—championing tokenization's potential while proceeding cautiously with controlled pilots rather than broad exemptions.

Practical Implications for Market Participants

So what does this guidance mean for companies, investors, and platforms in the tokenization space?

For Issuers: If you're considering tokenizing securities, the issuer-sponsored model provides the clearest compliance path. Work closely with legal counsel to ensure your tokenization structure meets all registration requirements and that your blockchain integration—whether direct or hybrid—maintains accurate ownership records that satisfy regulatory standards.

For Tokenization Platforms: The guidance validates compliant tokenization services but raises the bar for synthetic products. If you're offering third-party tokenized securities, particularly synthetic exposure products, ensure you have robust disclosures about counterparty risk and that your offerings to retail investors meet all registration and exchange trading requirements.

For Investors: Understand which type of tokenized security you're buying. Direct, issuer-sponsored tokenized securities preserve your ownership rights and minimize intermediary risk. Third-party models—particularly synthetic structures—introduce additional risks that may not be immediately apparent from marketing materials. Always conduct thorough due diligence on the tokenization sponsor, not just the underlying asset.

For Developers and Infrastructure Providers: The regulatory clarity creates opportunities for building compliant infrastructure. Solutions that help issuers maintain accurate on-chain ownership records, facilitate regulatory reporting, and bridge traditional and blockchain-based systems will be increasingly valuable.

The Road Ahead

The SEC's tokenized securities guidance represents regulatory maturation rather than innovation suppression. By establishing clear categories and reaffirming that securities laws apply regardless of technology, the agency has provided a framework within which tokenization can scale sustainably.

The simultaneous explosion in RWA tokenization—led by major institutions and supported by core infrastructure providers like the DTCC—demonstrates that the market isn't waiting. The trajectory is toward integrating blockchain technology into the existing financial system, not replacing it.

Legislative developments including the GENIUS Act for stablecoins and the proposed Digital Asset Market Clarity Act suggest that comprehensive digital asset regulation is coming. The SEC's tokenized securities framework is one piece of a larger puzzle that will define how blockchain transforms capital markets over the next decade.

For professionals in the DeFi and fintech space, the message is clear: tokenization's promise of increased efficiency, accessibility, and transparency is achievable, but it will unfold within a regulated framework that prioritizes investor protection. The winners in this space won't be those who try to circumvent securities laws through technological novelty, but those who leverage blockchain's capabilities while maintaining compliance with established regulatory principles.