Author: Deep Tide TechFlow

According to Bloomberg Law, the U.S. SEC is expected to release the "Innovation Exemption" framework for tokenized stocks as early as this week.

The real highlight is hidden in one of the opinion statements: allowing the trading of tokens that have not been approved by the listed companies themselves.

To translate: Tesla, Apple, Nvidia, as long as they are still listed on the U.S. stock market, may be issued and traded on some blockchain in the form of "tokenized TSLA" without being informed or consulted. Their legal departments can certainly issue statements to disassociate themselves, but what happens after that? The trading will still proceed as usual.

Rewind 11 months

To understand the weight of this news, we need to go back to the farce of July 2025.

Robinhood announced "Stock Tokens" for EU users at Cannes, where over 200 U.S. stock companies could be traded on-chain 24/7. Vlad Tenev spoke passionately on stage until he revealed the real surprise: a token giveaway event for the unlisted companies OpenAI and SpaceX, totaling 1.5 million dollars.

The next day, OpenAI publicly rubbed Robinhood's face in it on X: “These 'OpenAI tokens' are not OpenAI equity. We have no cooperation, no involvement, no endorsement. Any transfer of OpenAI equity requires our approval—we have not approved any transfers. Please be cautious.”

Robinhood's explanation was also awkward: these tokens were anchored to an SPV holding OpenAI stock, essentially a “derivative.” The Central Bank of Lithuania, Robinhood’s main regulatory authority in the EU, subsequently sent a letter asking for an explanation of the legality of this structure.

The core question of that uproar was simple: can a third party take the equity of a company, against the company's explicit opposition, and make derivatives out of it?

In the public discourse last July, most people felt Robinhood was acting poorly. And 11 months later, the SEC's answer may be: yes, and we will give you a license.

SEC’s logic chain: premeditated

Paul Atkins has been the SEC Chairman for a year, and everything he has done during this time points to this moment.

On April 21, Atkins made it clear during a speech at the Washington Economic Club: the SEC is about to launch the "Innovation Exemption," a regulatory sandbox lasting 12 to 36 months that allows tokenized securities to be traded on-chain without complete registration, at the cost of accepting trading volume limits, whitelists, and periodic reporting.

The more critical foreshadowing came from a legal memo submitted to the SEC's crypto working group on January 22, which clearly outlined three models for tokenizing U.S. stocks:

• Direct issuance model: The issuer records equity on-chain themselves, requiring issuer approval.
• Custodial certificate model: A third-party custodian freezes existing stocks and issues corresponding digital certificates on-chain, not requiring issuer approval since the underlying securities still exist in their original form.
• Synthetic model: Uses derivative contracts to track stock prices without needing issuer approval, with the tokens and underlying securities being independent of each other.

The SEC's current inclination essentially recognizes the legitimacy of the latter two models. The "good student" approach of Galaxy and Superstate, which works collaboratively with the issuer, will compete alongside Robinhood’s “act first and ask later” approach on the same playing field.

Regulatory arbitrageurs will love this outcome, while CFOs of listed companies may need to hold emergency meetings.

Who is happy, who is unhappy?

Those who will smile:

• On-chain brokers and DEXs. Robinhood no longer needs to clear its name from the PR crisis over OpenAI last year; what it was criticized for is becoming compliant.
• DeFi infrastructure. If tokenized U.S. stocks can truly run on AMM, that means a portion of Nasdaq's liquidity is being moved next to Uniswap and Curve.
• Protocols that positioned early in the RWA track. Ondo, Backed, Securitize, etc., are waiting for this document.
• Global retail investors. The open hours of the U.S. market will shift from 6.5 hours a day to 24/7.

Those who will frown:

• Listed companies, this is the most delicate group. The tokenization of a company's stock means the emergence of a "shadow market" that the company cannot control. If there’s a price difference between the on-chain tokens and the underlying stocks, or if on-chain trading triggers complex governance or shareholder activism issues, these troubles will eventually return to the IR and legal departments. And they have no veto power over this.
• Traditional brokers and clearing institutions—the implicit logic of tokenization is that “DTCC can be bypassed.”
• Conservatives within the SEC. Hester Peirce made a widely quoted statement last July: "Tokenized securities are still securities." She supports tokenization but opposes using it to bypass substantive investor protections. This "no issuer consent required" could become a flashpoint in the internal SEC debate.

Several questions worth pursuing

The greatest attraction of tokenized stocks has always been "what can be done after they are on-chain": collateralization, combination, seamless integration with other assets in stablecoin pools, countless repackaging in DeFi.

However, if the SEC's exemption framework strictly limits whitelist trading, volume caps, and KYC hurdles, the DeFi composability of this matter would be significantly reduced. An "on-chain U.S. stock" dancing with shackles is a completely different thing from a truly DeFi-compliant U.S. stock that is accessible globally 24/7 and can be composed.

Before the formal document is released, the following details will determine the final form of this matter:

• Is the whitelist only for U.S. accredited investors, or is it open to retail?
• Is there cross-border regulatory coordination? Will there be regulatory conflicts between tokenized stocks under the EU MiCA and tokenized stocks under the U.S. Innovation Exemption?
• If a listed company files a lawsuit, can the SEC's exemption provide legal protection to third-party issuers?
• After the 12-36 months sandbox period ends, will it be formalized, or will it be shut down?

In the past, the core definition of where, when, and how a company's stock could be traded was in the hands of the issuer and the exchange. The SEC’s move takes part of this decision-making power away from the issuers.

Last year, Robinhood was ridiculed in Europe for being ahead of the rules. Now the SEC has changed the rules.

The most noteworthy shift in financial infrastructure in 2026 lies here. The launch of new public chains and record-breaking DeFi protocol TVL cannot compare to the weight of this event: the world's largest asset class officially begins its migration on-chain, with U.S. stocks themselves being the main characters of this migration; the key for the migration is no longer solely in the hands of those being migrated.

As for whether tokenized stocks are a good business, to be frank, so far its story has been told for five years, and real liquidity remains very sparse. But once the SEC removes the last legal barrier, this matter deserves a second look.

After all, the trading paradigm that Nasdaq took 50 years to establish may soon be rewritten on-chain within the next three years.

It is worth watching.