By Dr. Chan Ahn is the Founder and CEO of Tessera
Regulatory agencies, led by the U.S. SEC and CFTC, have shifted their stance towards digital asset tokenization from ambiguity to clear, innovation-friendly policies. But the journey towards regulating tokenized assets didn’t mean rewriting and overhauling the rulebook completely.
Lawmakers have devised rules that often follow TradFi’s framework to evaluate tokenized assets and determine the legality of economic exposure and ownership. With a steady 245% year-on-year growth in tokenized assets, regulatory institutions are now pushing towards compliant, ‘tech-neutral’ tokenization rules to protect investors.
The Path Towards Regulatory Clarity
Since the end of 2025, U.S. regulatory bodies have come up with a series of circulars and clarifications to ensure transparency in asset tokenization.
In December 2025, the U.S. SEC’s Trading and Markets Division stated how broker-dealers can custody digital assets. Under this framework, regulators won’t treat tokenized stocks and bonds as a new asset class. Instead, blockchain-based securities will have the same safeguards as traditional securities.
Following the SEC’s Rule 15c3-3, broker-dealers must “maintain physical possession or control” of fully paid customer securities and assess underlying technology for potential weaknesses. Broker-dealers must also protect assets against theft, unauthorized use, 51% attacks, and onchain events such as hard forks or airdrops.
Although the SEC’s statement was not legally binding, it paved the way for a clear policy direction in Q1 2026. On January 28, 2026, the SEC issued another statement to clarify how federal securities laws apply to crypto assets.
The SEC defined tokenized securities as financial instruments where asset issuers maintain ownership records in whole or in part on one or more networks. It further stated that there are two types of tokenized securities: issuer-sponsored and third-party tokenization.
A tokenized security directly authorized by the company represents true equity ownership, while unaffiliated third parties without issuer involvement offer synthetic exposure. The SEC has categorically warned investors that synthetic exposure to tokenized securities contains significant risks.
Last year, OpenAI warned investors that tokenized equity transfers on Robinhood were unauthorized and not approved by the company. No wonder the SEC has taken note of such historical precedents to limit synthetic equity offerings in the secondary markets.
The regulatory agency noted that third-party tokenized securities can be custodial, with intermediaries holding shares, or synthetic instruments like linked securities and swaps. The former is prone to counterparty risks and bankruptcy, while the latter can only track a stock’s value without offering voting rights or direct issuer claims.
On the contrary, companies offering issuer-sponsored tokenized securities can integrate blockchain records and shareholder names into their official register, thereby demonstrating real equity ownership. These rules show how asset tokenization follows federal security laws, blending legacy regulatory legislation with modern financial instruments.
Framing ‘Tech-Neutral’ Tokenization Laws
On March 25, 2026, the U.S. House Committee on Financial Services held a hearing on ‘Tokenization and the Future of Securities.’ The members agreed on the idea that tokenized securities require the same guardrails as traditional securities to “maintain market integrity, no matter what technology we select”, per Committee Chairman French Hill.
But the committee’s proclamations are not an isolated incident towards consolidating viewpoints around regulating tokenized assets. Instead of limiting itself to theoretical statements, the SEC has taken concrete actions on the ground to facilitate the use of regulatorily-compliant tokenized assets.
On March 18, 2026, the SEC approved Nasdaq to support tokenized securities trading, enabling blockchain-based stocks to settle like traditional shares. By integrating blockchain into American equity markets, investors can access a cost-efficient and inclusive financial system with near-instantaneous settlements and round-the-clock trading.
The regulatory approval allows Nasdaq to test a system where investors can hold tokenized securities in digital wallets. But the Depository Trust & Clearing Corporation (DTCC) will handle the final clearing and settlement, thereby balancing modernization and legacy structures.
Recently, the CFTC has joined the SEC to clarify how federal securities laws apply to crypto assets. As the CFTC Chairman Michael S. Selig said, “…joint agency action reflects a shared commitment to developing workable, harmonized regulations for the new frontier of finance.” Indeed, the recent regulatory activity is aimed at upgrading and modernizing the global financial system.
The U.S. Federal Reserve Board has published a document stating that banks must treat tokenized securities in the same way as traditional securities for capital purposes. Essentially, it means “ the technologies used to issue and transact in a security do not generally impact its capital treatment.” Tokenized securities are thus eligible as financial collateral, and banks can recognize them as a ‘credit risk mitigant.’
Such written guidance from institutional bodies signals a certain kind of ‘technology-neutral’ approach, because the underlying tech is irrelevant for regulatory governance. In practice, it doesn’t matter if securities are tokenized on blockchain rails or follow legacy order books, as long as investor protections are in place.
The regulatory clarity emerging in 2026 reflects a broader truth: financial innovation rarely succeeds by escaping oversight, but by earning it. By anchoring tokenized assets to the same investor protections that underpin traditional securities, regulators are not constraining the technology, they are giving it the institutional legitimacy it needs to scale. What makes the first quarter of 2026 historically unusual is not any single regulatory action, but their convergence. The SEC, CFTC, Federal Reserve, and the House Financial Services Committee have all moved in the same direction within weeks of each other, not by coincidence, but by design. For institutional capital sitting on the sidelines, that convergence is the clearest signal yet that tokenized securities are no longer an experiment. They are becoming infrastructure.
Author bio:
Dr. Chan Ahn is the Founder and CEO of Tessera. A Wall Street veteran, Dr. Ahn holds a PhD in Computational Finance from Imperial College London and has led initiatives in financial structuring, derivatives, and structured products at industry leaders including Goldman Sachs and JPMorgan Chase. As founder, Dr. Ahn focuses on making private equity accessible to a broader audience.
