A seemingly technical regulatory guideline is actually a warning against the wild growth of "synthetic equity". The rules of the game have been made clear!

On January 28, 2026, the three major departments of the U.S. Securities and Exchange Commission (SEC) - Division of Corporation Finance, Division of Investment Management and Division of Trading and Markets

——Jointly issued a statement on Tokenized Securities.

The official title of this statement is so simple that it makes you sleepy, but its content is extremely important: for the first time, it systematically defines the classification framework of tokenized securities, and clearly states that no matter what chain you put the securities on or what fancy technical packaging you use, securities are securities and should be governed by federal securities laws.

In the original words of the SEC: "The format in which a security is issued or the methods by which holders are recorded (e.g., onchain vs. offchain) does not affect application of the federal securities laws."

Sound like the right nonsense? Don't worry, the real power of this statement is in the details.

1. Timing: Why now?

The timing of this statement is no coincidence. On the same day (January 28), Wall Street’s heavyweight players—the Securities Industry and Financial Markets Association (SIFMA), Citadel, and JPMorgan Chase—had just held a closed-door meeting with the SEC’s Crypto Task Force. According to the SEC’s public meeting memo, these traditional financial giants have only one core appeal:

“Don’t open special backdoors to tokenized securities”

They worry that if the SEC provides loose exemptions to securities traded on the chain, it will "undermine investor protection and lead to market fragmentation."

SIFMA wrote in the meeting materials: "Regulatory treatment should be based on economic characteristics, not on the technology used or categorical labels (such as 'DeFi')." (Regulatory treatment should be based on economic characteristics, not on the technology used or categorical labels.) In other words, Wall Street is not opposed to tokenization, but it is firmly opposed to tokenization becoming a tool for regulatory arbitrage.

Earlier in July 2025, a farce had already laid the groundwork for this statement: Robinhood launched the so-called "OpenAI Token" and "SpaceX Token" in the European market, claiming to allow retail investors to gain "indirect exposure" to these top private equity companies.

As a result, OpenAI immediately issued a statement on social media denying: "These 'OpenAI tokens' are not equity in OpenAI. We are not working with Robinhood, not involved in this matter, and do not endorse it. Any transfer of OpenAI equity requires our approval - we have not approved any transfer."

The essential question of this controversy is: What are the tokens issued by Robinhood? Is it real equity? Is it an escrow certificate? Or purely synthetic derivatives?

At that time, the market was in chaos and supervision lacked clear guidance. This SEC statement is the official response to this type of ambiguity.

2. Core Framework: Issuer-led vs. Third-party-led

SEC established a concise classification system in the statement. Tokenized securities are divided into two broad categories:

Category 1: Issuer-Sponsored Tokenized Securities

This is the most "orthodox" mode. The issuer (such as a public company) issues its securities directly into crypto-asset form, integrating the blockchain into its "master securityholder file". In this model, the transfer of on-chain tokens is directly equivalent to the transfer of security ownership. The only difference is the recording method - from a traditional centralized database to a distributed ledger.

The SEC specifically states that issuers can issue securities in both traditional and tokenized formats. They may be considered securities of the "same class" if they "have substantially similar characteristics and the holders are entitled to substantially similar rights and privileges."

This provides a direct legal basis for the securities tokenization pilot project that DTCC is preparing - in December 2025, the SEC has given DTCC a three-year No-Action Letter, allowing it to pilot tokenized security entitlements on supported blockchains.

Category 2: Third Party-Sponsored Tokenized Securities

This is where the water is deep. Things get complicated when a third party (unaffiliated with the issuer of the security) attempts to tokenize a security issued by someone else. The SEC further subdivides this type of situation into two modes:

Custodial Tokenized Securities: A third party holds the underlying securities and then issues tokens representing "security entitlement". Essentially similar to ADRs (American Depository Receipts) - you are not buying the shares themselves, but an indirect interest in the shares held by the custodian. The key risk is that investors are exposed to counterparty risks of the custodian, including bankruptcy risk.

Synthetic Tokenized Securities: A third party issues its own securities, which are "pegged" to the value of another security but do not convey any ownership, voting rights or information rights to the underlying assets. This includes structured notes, linked securities and – emphasis on – security-based swaps.

SEC used considerable space in the statement to explain the definition and limitations of security-based swap. Under Section 3(a)(68) of the Exchange Act, a security-based swap is a contract tied to an event related to a single security, a narrow-based security index, or a specific issuer. Such products may not be sold to non-eligible contract participants unless they are registered with the SEC and transactions are conducted on a national securities exchange.

--This rule is extremely destructive

Looking back at Robinhood's "OpenAI Token" and looking at it according to the framework of this SEC statement, it is likely to fall into the category of "synthetic tokenization" - because what token holders receive is not the real equity of OpenAI, but "indirect exposure" provided through an SPV (Special Purpose Vehicle). If it is recognized as a security-based swap, its sales to retail investors will face strict legal obstacles.

3. Technology cannot change economic essence

The core concept repeatedly emphasized in this statement is: form follows substance. The SEC cited the principle of the Supreme Court's Tcherepnin v. Knight case in 1967: "In exploring the meaning and scope of the term 'security,' form should be disregarded for substance, and the emphasis should be on economic reality."

This means that no matter what name you give your product or what technology you use to implement it, regulatory agencies only care about one question: What is the economic substance of this thing? If its function is to provide exposure to the value of a security, then it will be regulated under securities laws. If it also involves the economic characteristics of the swap, then the regulatory requirements for the swap must also be met.

This principle has a profound impact on the entire RWA (Real World Assets) industry. In the past few years, many projects have tried to avoid the application of securities laws through sophisticated structural designs - such as issuing "income tokens" instead of "equity tokens", using "escrow receipts" instead of "direct ownership", and operating in the name of "derivatives contracts" instead of "securities".

This SEC statement is equivalent to clearly telling the market:

- Stop playing with words, let’s look at the economic substance.

4. Interpretation: SEC’s regulatory philosophy is taking shape

Putting this statement into a larger context, it can be observed that the SEC’s philosophy on crypto asset regulation is becoming clearer.

SEC Chairman Paul Atkins has been promoting the "Project Crypto" plan since taking office in 2025. Its core goal is to establish a clear regulatory framework for crypto assets. In his speech in November 2025, he proposed the idea of ​​a "token taxonomy": digital commodities, network tokens, digital collectibles and digital tools are not securities, but tokenized securities are securities.

This statement is the specific implementation of this classification framework in the field of tokenized securities. Its core message is twofold:

On the one hand, the SEC has released a positive signal to the market: tokenized securities are accepted.

Issuers can choose to issue traditional securities such as stocks and bonds in the form of tokens, and the regulatory framework is clear and operable. The DTCC pilot has been approved and more institutional participants are entering the market. This is good news for companies that really want to tokenize compliance.

On the other hand, the SEC has drawn a clear red line: synthetic exposure products must abide by the rules.

Those models that attempt to sell synthetic equity to retail investors through third-party issuance, bypassing the issuer's authorization, will face strict legal scrutiny. If your product is essentially a security-based swap, it must meet the accredited investor threshold and trading venue requirements.

This position is highly consistent with Wall Street’s demands. Traditional financial institutions are not opposed to innovation, but they are worried about "regulatory arbitrage" - if on-chain securities can be traded under looser rules, then traditional market participants will be at a competitive disadvantage.

This SEC statement actually says: There will be no double standards.

5. Actual impact on the industry

This statement will have different impacts on different types of market participants:

- To issuers:

If you want to tokenize your company’s securities, the path is clear. Just integrate blockchain into the shareholder register and comply with existing securities issuance and disclosure rules. There are no special exemptions, but there are no additional hurdles either.

- For DTC/DTCC participants:

Approved pilot projects can continue to advance. Security entitlement's tokenization model has been recognized, and the custody structure has a clear legal status.

- For third-party platforms:

This is the group that needs the most attention. If you want to issue a product that is linked to the securities of others, you must first clarify: Is your product a managed product or a synthetic one? If it is a synthetic type, does it constitute a security-based swap? If so, are all your clients qualified contract participants? The answers to these questions will determine whether your business model is legitimate.

- For retail investors:

The SEC is protecting you—even though you may not necessarily want this protection. Those cool-looking "private equity tokens" and "unicorn exposures" probably shouldn't be sold to you at all if they don't follow a formal issuance process. Before you buy, ask a question: What exactly am I buying? Is it real equity? Or is it just a "track price" contract?

6. Conclusion

The core message of the SEC’s statement can be summarized in one sentence: Technology neutrality, substance first. Blockchain is a tool, not a legal haven. Tokenization can change the way securities are recorded and transferred, but it cannot change the economic nature and regulatory attributes of securities.

For the entire RWA industry, this is both a constraint and an opportunity. The constraint is that those models that try to circumvent regulation through technical packaging will become increasingly difficult to get around. The opportunity lies in: the compliance path to tokenization is becoming clearer, and the participation threshold for institutional investors is lowering.

Looking back at the Robinhood crisis in 2025, OpenAI’s public denial embarrassed the entire industry. The subtext of this statement may be: we don’t want to see similar farce again. If you want to tokenize, do it right — either get authorization from the issuer, or honestly abide by the rules of derivatives.

The gray area that touches neither end is being illuminated by the sunlight of regulation.