Tokenized Trading Is Coming to Public Equities: Are You Prepared for the 30-Day Opt-Out Deadline?

Tokenized securities are moving from what was once theory to regulated market infrastructure. Public companies that establish a clear position now, before receiving a TSV notice, will be better positioned to manage investor expectations, communications, and market risk. Goodwin’s Digital Assets and Capital Markets teams are available to help companies evaluate these developments and develop an appropriate response strategy. Contact Mitzi Chang, Meghan Spillane, or Karen Ubell — co-chairs of our Digital Currency and Blockchain practice — or your Goodwin relationship partner for more information.

On September 17, 2026, the SEC announced an exemptive order that would allow certain trading platforms (called tokenized securities venues, or TSVs) that use blockchain technology to trade tokenized NMS public company stocks. This would include exchange-listed REITs, common stock, ADRs, and long-term warrants but would exclude exchange-listed debt securities, securities futures, and open-ended mutual funds. As of the date of this publication, at least two proposed TSVs have already provided public notice of their intent to launch. While there are limits to the type and amounts of stock that may be traded on TSVs, publicly traded companies should be aware that there is a 30-day window for which you can opt out of a TSV — if notice is not received, you are deemed to have consented to inclusion on that TSV. Any opt out of a TSV will be public.

Public company issuers should consider the following aspects of having an associated tokenized equity asset trading on a TSV (and tokenized securities in general):

1. What to do NOW. A TSV is required to provide notice to issuers at the physical or email address of its principal executive offices listed on the cover page of its Securities Exchange Act reports. Issuers should therefore ensure their mailrooms or email aliases are prepared with escalation procedures to the appropriate internal company contacts so that notices can be responded to in a timely manner. Monitoring of activity on TSV notices may also be prudent in case notices are delayed. If you are considering opting out, prepare a form of notice ahead of time that can be utilized during the opt-out window. Issuers should also consider preparing FAQs for investor questions on the topic in coordination with their IR and PR firms.
2. Decide your posture on tokenization as it relates to the company’s strategy. Different tokenization alternatives exist: issuer-initiated tokenized securities, third party–issued tokenized securities, synthetic derivatives of public company securities (which do not require notice or consent), and more. With respect to TSVs, issuers with NMS securities may want to consider allowing tokenized securities and working with tokenization intermediaries and platforms to reach different types of investors. For certain companies, tokenized securities may provide opportunities to align ownership with brand and product loyalty.
3. Consider your communications strategy. If an issuer opts out of a TSV, it may want to clarify that issuer-initiated securities trade only on their designated markets to avoid any potential reputational concerns. If an issuer opts in to a TSV, it should understand how the specific TSV works (including how it intends to manage proxy materials, declared dividends, or other securityholder matters), necessary or desired disclosures, and other considerations with respect to its tokenized stock, including how to handle any price divergence from NMS pricing or if a TSV halts trading.
4. Assess your capital markets activities. Issuers and underwriters may need to consider whether tokenized securities (whether or not they are not backed by outstanding securities) could affect market interest in the company’s own capital-raising activities (including via issuer-initiated tokenized securities) and how to combat these potential impacts. Note that TSVs do have volume limitations on trading for that particular TSV (0.25% or 2.5% of the prior month’s average daily share volume, depending on the tier outlined in the SEC order).
5. Other risk-mitigation considerations. Issuers should assess how to manage potential reputational and litigation risks stemming from investor claims. For example, issuers may face claims of misleading disclosures if there is confusion among investors on tokenized versus traditional forms of securities. There may also be disputes concerning who is responsible in the case of ownership or shareholder rights disputes. Further, there may also be disputes about any alleged omissions concerning custody, redemptions, or the relationship between token prices and the underlying stock price. While TSV trading volume is limited per TSV, issuers listed on many TSVs may want to consider if changes to the timing of its announcements to the market would be beneficial (i.e., moving from post-market to premarket to allow for a shorter period of time to react to material announcements, given TSVs allow for 24/7 trading).

For the first time, pursuant to an SEC exemptive order, third parties may be able to tokenize and facilitate trading of your company’s stock unless you affirmatively opt out. Public companies should be preparing now, not when the 30-day clock starts running. Please reach out to Goodwin’s Digital Currency and Blockchain team to discuss issuer tokenization strategies, market developments, and opportunities in this rapidly evolving area.