Blockchain Legal Resource

On January 28, 2026, staff at the U.S. Securities and Exchange Commission (SEC) published a Statement on Tokenized Securities. The Statement describes different categories of tokenized securities of interest to the SEC staff, and includes technical descriptions of each category.

Notably, the Statement lays out the staff’s views as to certain taxonomies associated with tokenized securities. According to the staff, tokenized securities generally fall into two categories: (1) securities tokenized by or on behalf of the issuers of such securities; and (2) securities tokenized by third parties unaffiliated with the issuers of such securities. The Statement then describes a variety of scenarios by which an issuer or third-party can tokenize securities. For third parties, the Statement focuses especially on custodial tokenized securities (including a tokenized security entitlement) and synthetic tokenized securities, including both “linked securities” and a security-based swap formatted as a crypto asset.

The definition of “security-based swap” includes any agreement, contract, or transaction that is a swap and is based on: (1) an index that is a narrow-based security index, including any interest therein or on the value thereof; (2) a single security or loan, including any interest therein or on the value thereof; or (3) the occurrence, nonoccurrence, or extent of the occurrence of an event relating to a single issuer of a security or the issuers of securities in a narrow-based security index, provided that such event directly affects the financial statements, financial condition, or financial obligations of the issuer. A “linked security” is a security issued by the third party itself that provides synthetic exposure to a referenced security, but it is not an obligation of the issuer of the referenced security and confers no rights or benefits from the issuer of the referenced security. Under certain circumstance, the SEC staff cautions that a linked security may be a security-based swap. A third party may not offer or sell the crypto asset representing the security-based swap to persons who are not eligible contract participants under the Commodity Exchange Act unless a Securities Act registration statement is in effect as to the crypto asset, and the transactions in the crypto asset are effected on a national securities exchange.