Background

What the order does  the venues, the liquidity providers and the conditions

In the United States a system that brings together the orders of many buyers and sellers of securities is an exchange, and must register as one or operate as a regulated alternative trading system. A firm in the business of buying and selling securities for its own account is a dealer, and must register as a broker-dealer. Section 36 of the Securities Exchange Act lets the Commission exempt persons or transactions from any provision of the Act, by order and on conditions, where it finds that to be in the public interest and consistent with the protection of investors. An exemptive order of this kind takes effect without first being proposed for comment. The order on this comment file is one.

It concerns Tokenized NMS Stock: a token on a blockchain that represents an ordinary exchange-listed US stock (NMS stands for national market system), made either by the company that issued the stock or by an unaffiliated third party. Tokens that only track a stock's price, such as linked notes or derivatives, are excluded. The venues it covers, Tokenized Securities Venues (TSVs), trade such tokens through automated market makers: smart contracts that hold a pool of two assets and price each trade from the ratio between them, with no order book. Access to a TSV is permissioned, so only approved wallet addresses can trade, but its smart contracts must be public and run on a public, permissionless blockchain.

A TSV that meets the order's conditions is exempt from the definition of an exchange. The conditions include being a U.S. person; posting a public notice describing the venue, its fees, risks and procedures; giving the issuer of a third-party-tokenized stock 30 days' notice, with the issuer able to object; verifying that each token carries the same rights as the underlying share; limits on how many stocks it may trade and on its share of each stock's trading volume; publishing trade data within ten minutes; stopping trading when the stock's listing exchange does; no lending or margin; and keeping records available to Commission staff. A separate exemption from the definition of a dealer covers Covered Firms that supply the pools from their own capital, on conditions of their own. Both exemptions run to September 17, 2031.

The order follows the January 2026 staff Statement on Tokenized Securities in distinguishing issuer-sponsored from third-party tokens. Its final section asks ten numbered questions about modifying, extending or ending the exemptions. On the day the order was issued, Chairman Atkins (statement), Commissioner Peirce (statement) and Commissioner Uyeda (statement) issued statements on it. A companion tracker covers the Commission's separate proposal, Regulation Crypto Assets, which concerns offerings of crypto assets rather than trading of tokenized stock.

After the order. The Division of Trading and Markets publishes a list of persons that have told the Commission they intend to operate as a TSV. At its update of October 26, 2026, the list named three: TSV LLC (September 23, 2026), OKXICE TSV (October 4, 2026) and Kephas Corporation d/b/a Perpetuals.com (October 14, 2026). The Division states that inclusion does not mean a person meets the definition of a TSV or the conditions of the exemption, and that it does not pass on the merits or accuracy of any notice. Staff also publish answers to frequently asked questions (last updated October 21, 2026). In the staff's view, a TSV should publish its notice once its operations and access standards are ready for production, and may list a stock whose issuer objection period is still running as pending, amending the notice when the period ends or the issuer objects. The answers are staff views with no legal force, and letters on this file are coded against the order itself.

Firms are named as they appear on the Commission's list. The tracker does not endorse or recommend any company, platform or product.

Can shareholders tokenize their own stock? The order sets conditions for trading Tokenized NMS Stock and gives individual shareholders no route to create tokens themselves. A token qualifies only if it was made by or on behalf of the issuer, or by an unaffiliated third party. In practice that third party is a firm that holds the underlying shares in custody and issues tokens carrying a claim to them. Offers and sales of the tokens must be registered under the Securities Act or exempt from registration, and no primary issuance is permitted on a TSV. The third party must pass through dividends, voting rights and issuer communications, with proxy materials at no cost to the issuer or shareholders, and the TSV must verify those rights and give the issuer notice and the chance to object. A shareholder can, however, convert shares already held into tokens where the issuer has arranged for it. For example, Superstate, an SEC-registered transfer agent, runs a program called Opening Bell through which shareholders of participating companies (Galaxy Digital joined in September 2025) can move shares from a brokerage account and hold them as tokens in an approved wallet after identity checks. Only companies that have joined such a program are covered, and whether a TSV lists those tokens depends on the venue and on the order's conditions.

Superstate is named as an illustration only. The tracker does not endorse or recommend any company, platform or product, and nothing here is investment or legal advice.

Methodology

How the coding works  the two axes, the three raters, and what keeps the record stable

Every letter is read and, for each part of the order it engages, two values are recorded. Stance is Support, Oppose or Conditional relative to the order as granted: Support accepts that part as it stands, Conditional accepts it subject to changes, and Oppose rejects it as granted. Direction is Loosen, Tighten, Clarify or As-granted. Loosen makes the exemption available to more venues, securities, participants, volume or time, or eases a condition; Tighten narrows it or adds a condition or required content; Clarify asks the Commission to say how an existing condition applies without changing what it requires. A request framed as a clarification that would, if granted, take a class of conduct or person outside the order is recorded as loosening, and a request that the notice or the published data include something new is recorded as tightening however the letter describes it.

Each letter is read three times, by three Claude raters given different instructions: one reading in good faith and in context, one taking only what the letter says explicitly, and one setting the framing aside to ask what the request would do if granted. All three votes are kept and the label is the majority, so the level of agreement can be measured rather than asserted; it is reported further down this page. Every stance carries a verbatim quote from the letter and every direction call carries its reason, and both are published, letter by letter, on the evidence page.

The coding rules were set before any letter was coded, tested on a pilot batch and then fixed. Every row records the version it was coded under; if the rules change, every letter already coded is checked against the new rule in the same pass. Source documents are archived when they arrive, with a checksum, and attachments are archived with the letter they belong to. Letters are numbered by date of filing, and numbering is stable: a late-posted letter takes the next free number. A form letter is one row, with its number of copies recorded beside it.

Each letter also carries a Frame, which records where the changes it asks for would be made: in this order (on-instrument), in another rulemaking (other rulemaking), in the regulation of trading markets or systemic risk (market structure or systemic risk), or in no particular rule (non-specific). Frame does not change how any position is coded.

Staff guidance issued after the order, such as the Division's answers to frequently asked questions, is described in the background and does not change how any letter is coded.

At a glance

85
Comment letters in the corpus
60 engage at least one part of the order
10
Numbered questions answered so far
of the 10 the Commission asked

Comment letters

All 85 letters are listed on their own page, searchable and sortable on every column, each one linking to the source document on sec.gov. 60 of them engage at least one part of the order; 42 are PDFs and 43 are HTML.

Browse all 85 letters → See the evidence behind each one →

A form letter is one row, with its number of copies shown beside the name rather than repeated as extra rows.

Stance: overall character of the comment file

Support 2 · 2%Conditional 65 · 76%No position 1 · 1%Off-topic 5 · 6%Oppose 12 · 14%
76%14%

This label is a tally across every part of the order a letter engages, not a reading of its tone. A letter that supports one part and opposes another is Mixed; one that accepts the order and asks for changes to it is Conditional. No position means the letter addresses the subject without taking a position on the order; Off-topic means it addresses something else. Each letter’s part-by-part calls are on the evidence page.

Posture: which way the comment file pushes

Loosening 7 · 8%Mixed-direction 6 · 7%Clarifying 11 · 13%As-granted 1 · 1%Tightening 35 · 41%n-a 25 · 29%
13%41%

Stance and direction are separate questions, and this bar answers the second: how a letter would change the exemption, not whether it is friendly to the order. Asking that other kinds of securities be admitted is a loosening ask; asking that the venue publish more data is a tightening one. A letter that asks for both is Mixed-direction; one that asks only for the Commission to say how an existing condition applies is Clarifying; one that supports what it engages as granted is As-granted; and one that engages no part of the order is shown as n-a rather than left off the bar. Posture is computed from the nineteen parts of the order (E1 to E19); the whole-letter reading (GEN) and the two code lists (C1, C2) are not parts of the order and are left out. To see which passage produced any single call, follow a letter through to the evidence behind each letter.

Posture by commenter type

The same postures as the bar above, split by who filed. Each column is shaded in its own posture’s color and the depth of the shade is that cell’s share within its row, so read across a row and not down a column: the rows have very different sizes.

LooseningMixed-directionClarifyingAs-grantedTighteningn-a
Individual48 letters·16·1922
Technology or infrastructure10 letters121·51
Tokenization platform or transfer agent7 letters311·2·
Academic researcher (finance)4 letters, too few to shade1·1·2·
Lawyer or law firm3 letters, too few to shade·11·1·
Trade association or advocacy3 letters, too few to shade····21
Academic researcher (law)2 letters, too few to shade···11·
Public company2 letters, too few to shade11····
Crypto intermediary1 letter, too few to shade····1·
Crypto investor or venture fund1 letter, too few to shade1·····
Crypto issuer, protocol or foundation1 letter, too few to shade··1···
Investor-protection advocacy organization1 letter, too few to shade·····1
Organized retail campaign1 letter, too few to shade····1·
Other institutional1 letter, too few to shade····1·

Rows of fewer than 5 letters are shown as plain counts inside a dashed cell rather than shaded, because at one or two letters a dark cell would read as a pattern. On this corpus three rows are large enough to shade: individuals (48 letters: 1 mixed-direction, 6 clarifying, 19 tightening, 22 engaging no part of the order); technology or infrastructure providers (10 letters: 1 loosening, 2 mixed-direction, 1 clarifying, 5 tightening, 1 engaging no part of the order); tokenization platform or transfer agent (7 letters: 3 loosening, 1 mixed-direction, 1 clarifying, 2 tightening). That is a description of who has filed by today, not a claim about why.

Where commenters stand, part by part

The order is set out here as nineteen parts, E1 to E19, each one a definition or condition of the exemptions, followed by an overall reading of each letter (GEN). Click any row to expand it for what it covers in plain words, the section of the order it comes from, and the numbered questions attached to it. Each bar shows the letters engaging that part, extending left for those asking the Commission to loosen the exemption there and right for those asking it to tighten it.

Would loosen the exemptionSupports it as granted, or asks only for clarificationWould tighten the exemption
E1I.A
TSV definition and scope
4 engaged
4 loosen · 0 tighten
2 rater splits

A Tokenized Securities Venue (TSV) is an organization, association or group of persons that provides AMM Liquidity Pools for permissioned participants and sets the standards for who may trade. Being a TSV exempts it from the definition of “exchange,” so it registers neither as an exchange nor as an alternative trading system. In an automated market maker (AMM) a smart contract holds a pool of two assets and prices trades from the ratio between them; there is no order book. Letters here concern what the definition reaches, including who “provides” a pool and how the order bears on pools that no one operates.

How requests framed as clarifications are coded. A request that the Commission confirm something, where the confirmation would take a class of conduct or person outside the order, is recorded as loosening. A request that resolves an ambiguity without changing what is caught is recorded as clarifying.

Order section I.A, I.B  ·  Numbered questions 1, 5  ·  Coded so far 0 Support · 0 Oppose · 4 Conditional

E2I.B
Eligible securities
12 engaged
7 loosen · 1 tighten
5 rater splits

The order applies to Tokenized NMS Stock: a blockchain version of an ordinary US exchange-listed stock (NMS stands for national market system), made by the issuer itself or by an unaffiliated third party. Products that give synthetic exposure, such as linked notes or derivatives, are excluded. Question 4 asks whether other securities should be admitted.

Order section I.B  ·  Numbered questions 4  ·  Coded so far 4 Support · 0 Oppose · 8 Conditional

E3I.B
Trading pairs
7 engaged
1 loosen · 5 tighten
1 rater split

A Tokenized NMS Stock may trade against another Tokenized NMS Stock, a non-security crypto asset such as a payment stablecoin, or a tokenized money market fund. Pools of two crypto assets are not permitted.

Order section I.B  ·  Numbered questions 4  ·  Coded so far 0 Support · 0 Oppose · 7 Conditional

E4I.B
Participant access and permissioning
7 engaged
1 loosen · 5 tighten
4 rater splits

A TSV sets the standards for who may trade, for example by allowing only wallet addresses that meet credentialing requirements. Screening may be done off-chain or encoded in a smart contract, and may be performed by a service provider while the TSV remains responsible. Letters here concern how and when access is checked, what record each check leaves, and the position of firms that provide identity, funding or wallet services to participants.

Order section I.B, III.e-f  ·  Numbered questions 1, 5, 7  ·  Coded so far 0 Support · 0 Oppose · 7 Conditional

E5II.A
Distributed ledger applications
12 engaged
0 loosen · 8 tighten
5 rater splits

A TSV’s smart contracts must be auditable and public, and deployed on a public, permissionless distributed ledger. The order states that permissionless generally means that anyone can read or write to the ledger without authorization. Access to trading on the TSV remains permissioned.

Order section II.A  ·  Numbered questions 5  ·  Coded so far 1 Support · 0 Oppose · 11 Conditional

E6II.B
U.S. person and OFAC
4 engaged
2 loosen · 0 tighten
2 rater splits

A TSV must be a U.S. person and comply with the sanctions programs administered by the Office of Foreign Assets Control.

Order section II.B  ·  Numbered questions 5  ·  Coded so far 1 Support · 0 Oppose · 3 Conditional

E7II.C
The public notice itself
13 engaged
1 loosen · 10 tighten
2 rater splits

At least 30 days before operating, a TSV must post a notice on its website and tell the Commission. The notice covers some thirty items, from fees and risks to how the TSV verified the tokens it lists, and must be revised after listed events, before material changes and quarterly, with every version kept. A request to add content on a particular subject is counted under that subject; this row holds requests about the notice itself: its timing, its updates and its format.

How requests for more disclosure are coded. A request that the notice or the published data include something new is recorded as tightening, however the letter describes it. A request that the Commission confirm how an existing item may be met is recorded as clarifying. Nos. 29 and 38 asked the Commission to publish a register of venue notices. The Division of Trading and Markets now lists the names and submission dates of persons that have given notice of intent to operate (see Background); the list does not include the notices or the stocks each venue trades. Letters are coded against the order.

Order section II.C, III  ·  Numbered questions 5  ·  Coded so far 0 Support · 0 Oppose · 13 Conditional

E8II.D
Issuer notice and objection
15 engaged
0 loosen · 12 tighten
5 rater splits

Before listing a stock tokenized by an unaffiliated third party, a TSV must give the issuer of the underlying stock 30 days’ written notice. A timely objection from the issuer prevents the listing. Stock tokenized by or on behalf of the issuer is not subject to this condition.

Staff guidance on objection status. Nos. 43, 50, 60, 63 and 73 asked that investors be able to see whether an issuer received notice and whether it objected. In the staff's answers to frequently asked questions (see Background), a venue may list a stock whose objection period is still running as pending, and must amend its notice when the period ends or the issuer objects. Letters are coded against the order.

Order section II.D  ·  Numbered questions 5  ·  Coded so far 0 Support · 0 Oppose · 15 Conditional

E9II.E
Same rights and the token-to-share link
24 engaged
0 loosen · 21 tighten
4 rater splits

A TSV must verify that each token carries the same rights as a share of the same class: the same interest in the company, the same dividends, the same voting rights and the same share of assets on liquidation. Only secondary trading is permitted, and offers and sales must comply with the Securities Act. Letters here also concern the records behind the token: who holds the underlying shares, how token supply is reconciled to them, and how dividends and votes reach the holder.

Order section II.E, III.h-i  ·  Numbered questions 5  ·  Coded so far 2 Support · 0 Oppose · 22 Conditional

E10II.F
Symbol and volume limits
9 engaged
2 loosen · 4 tighten
4 rater splits

Tier 1 stocks (S&P 500 and Russell 1000 constituents and some exchange-traded products) are limited to 75 symbols per TSV and 0.25 percent of the stock’s prior-month average daily volume; Tier 2 stocks (other NMS stocks) to 250 symbols and 2.5 percent. A first breach of a volume limit requires no action; each later breach pauses trading in that symbol for three months.

Order section II.F  ·  Numbered questions 3, 6  ·  Coded so far 1 Support · 0 Oppose · 8 Conditional

E11II.G
Transaction transparency
14 engaged
0 loosen · 12 tighten
3 rater splits

A TSV must publish, free of charge and in machine-readable form, data on every trade of the past 30 days, in US dollars, updated within ten minutes of each trade.

Order section II.G  ·  Numbered questions 3, 5  ·  Coded so far 0 Support · 0 Oppose · 14 Conditional

E12II.H
Stoppage of trading
12 engaged
0 loosen · 10 tighten
3 rater splits

A TSV must stop trading a Tokenized NMS Stock whenever the primary listing exchange stops trading in the underlying stock.

Order section II.H  ·  Numbered questions 3, 5  ·  Coded so far 0 Support · 0 Oppose · 12 Conditional

E13II.I
Significant operational events
3 engaged
0 loosen · 3 tighten

A TSV must notify its participants immediately, and the Commission promptly, of a significant operational event, and must remediate it.

Order section II.I  ·  Numbered questions 5  ·  Coded so far 0 Support · 0 Oppose · 3 Conditional

E14II.J
No leverage
2 engaged
0 loosen · 1 tighten
1 rater split

No margin or credit may be extended on a TSV, and assets on it may not be borrowed or hypothecated.

Order section II.J  ·  Numbered questions 5  ·  Coded so far 0 Support · 0 Oppose · 2 Conditional

E15II.K
No misrepresentation and public disclaimer
1 engaged
0 loosen · 1 tighten

A TSV may not state that it is registered with, or approved by, the Commission, and its notice must state that it is not registered.

Order section II.K  ·  Numbered questions 5  ·  Coded so far 0 Support · 0 Oppose · 1 Conditional

E16II.L
Books and records
5 engaged
0 loosen · 3 tighten
2 rater splits

A TSV must keep specified records while the exemption runs and for three years after, in the United States, and make them available to Commission staff on request. Records kept on a distributed ledger qualify if staff can read them.

Order section II.L  ·  Numbered questions 5  ·  Coded so far 0 Support · 0 Oppose · 5 Conditional

E17IV
Covered Firm exemption
9 engaged
2 loosen · 5 tighten
2 rater splits

A Covered Firm supplies Tokenized NMS Stock to TSV pools from its own capital and is exempt from the definition of “dealer.” Its securities activity is limited to TSV pools; it trades only for its own account, holds no customer assets, keeps records, states on its website that it is not a registered broker-dealer, and notifies the Commission.

Order section IV  ·  Numbered questions 8, 10  ·  Coded so far 2 Support · 0 Oppose · 7 Conditional

E18V
Duration and permanence
11 engaged
4 loosen · 4 tighten
6 rater splits

Both exemptions run from September 17, 2026, to September 17, 2031, and the Commission may change their length or any other aspect. A request for a permanent or longer exemption is recorded as loosening, and a request for a shorter one as tightening.

Order section V  ·  Numbered questions 2, 9  ·  Coded so far 3 Support · 0 Oppose · 8 Conditional

E19I.B
Registered firms as participants; Regulation NMS relief
5 engaged
1 loosen · 0 tighten
1 rater split

A registered firm may operate a TSV through an affiliate and must keep its registered activity separate; broker-dealers trading on a TSV keep their usual obligations, such as best execution. Question 7 asks what keeps regulated firms from taking part, and whether broker-dealer participants need relief from Regulation NMS, the rules governing trading in NMS stocks.

Order section I.B, VI  ·  Numbered questions 7  ·  Coded so far 0 Support · 0 Oppose · 5 Conditional

GEN · The order as a whole

78 of the 80 letters read here take a position on the order.

Support 2 · 2%Conditional 64 · 80%Oppose 12 · 15%No position 2 · 2%

Not part of the order. This is the letter’s position on the order as a whole, read from its opening thesis and its closing ask. A warm opening does not by itself make a letter Support: asking for a change is what decides it. A letter whose thesis is that the order fails its stated purpose, and that asks for nothing that would keep it, is recorded as Oppose. It carries a stance and no direction.

Numbered questions 1

C1 · Process and authority

Not a dial: a closed list rather than a two-sided bar. 15 letters carry a code here; a letter may carry more than one code, so the column can sum above that.

CodeLetters
Authority challenged2
Authority defended0
Rulemaking preferred10
Coordination with other agencies3
Procedural objection5

Whether the Commission should act by exemptive order or by rulemaking, whether it has authority to grant this relief, and coordination with other agencies. Recorded as a closed list of positions rather than a direction.

C2 · Outside the order

Not a dial: a closed list rather than a two-sided bar. 14 letters carry a code here; a letter may carry more than one code, so the column can sum above that.

CodeLetters
Pools with no operator (DeFi)1
LP-token status2
Tokenized funds and the Investment Company Act6
Non-U.S. venues0
Tax and cost-basis reporting2
Regulation SHO and securities lending1
Clearing, settlement and transfer-agent infrastructure3
Securities Act transfer and resale1
Other3

Matters a letter raises that lie outside the order, such as tax reporting, securities lending, clearing and settlement, or tokenized funds. Recorded as a closed list of topics rather than a direction.

Below the bars sit the three entries that are not parts of the order: GEN, each letter’s reading of the order as a whole, and C1 and C2, where a point about process and authority, or a matter outside the order, is recorded as one of a fixed set of codes rather than as a point on a scale.

Where the raters disagreed

Every call is made three times, by raters with different postures: one reading in good faith and in context, one taking only what the letter says explicitly, and one discounting the framing to ask what the request would actually do. All three votes are kept and the label is the majority. This is where they parted company.

20 of 249 stance calls were split (8 percent), and 42 of 169 direction calls (25 percent). No split is hidden: the majority label the rest of this page counts is the one shown here.

Which of the 10 questions commenters answered

UnansweredAnswered, fewer lettersAnswered, more letters

Every cell is one of the Commission’s numbered questions; hover or tab to one to read it in full and see how many letters have answered it. Shading is how many letters. A letter is counted against a question only where it says it is answering that question.

12345678910

Letters by week of filing

12
Sep 14
11
Sep 21
6
Sep 28
6
Oct 5
12
Oct 12
22
Oct 19
15
Oct 26

Each column is a week beginning on Monday, labeled with that date, and counts the coded letters dated in that week. 1 item with no date on the docket is not placed in a week. The comment file has no closing date, so this strip grows as letters arrive.

Filers on both crypto comment files

14 filers on this comment file have also filed on the Commission’s Regulation Crypto Assets proposal, File No. S7-2026-27, which the companion tracker covers. The match is by filer and is checked each time the comment file is enumerated.

#CommenterHere (overall · posture)Companion tracker
4Douglas Borthwick, Founder, The Insumer Model LLCConditional · Mixed-directionS7-2026-27 letter 76
10Gabriel Shapiro, MetaLeXConditional · Mixed-directionS7-2026-27 letter 70
32Neil P. Osnato, Founder, Persistence Analytics Group LLCConditional · TighteningS7-2026-27 letters 5 and 88
34Nilmini Rubin, Chief Policy Officer, Hedera Hashgraph, LLC; Gregory Schneider, General Counsel, Hedera Hashgraph, LLCConditional · ClarifyingS7-2026-27 letter 100
38Shawn SNConditional · Mixed-directionS7-2026-27 letter 85
47Dr. Evelyse Carvalho Ribas, Independent Legal and Tax Adviser, Registered Foreign Lawyer, England and Wales (2022), Dual Qualified Lawyer, Portugal (2016) and Brazil (2005), PhD in Law, University of Leeds, School of Law (2026)Conditional · ClarifyingS7-2026-27 letter 82
55Tokenization SystemsConditional · TighteningS7-2026-27 letter 153
58Arifa Khan, Independent ResearcherConditional · TighteningS7-2026-27 letter 181
59Sushant Kumar, Co-founder, VandergridConditional · TighteningS7-2026-27 letter 173
62Benjamin L. Schiffrin, Director of Securities Policy, Better Markets, Inc.; Amanda L. Fischer, Policy Director & COO, and Better Markets, Inc.Oppose · n-aS7-2026-27 letter 183
64Patrick Wilson, General Counsel, Solana Policy Institute; Miller Whitehouse‑Levine, CEO, Solana Policy InstituteConditional · TighteningS7-2026-27 letter 193
65Robert E. RutkowskiOppose · n-aS7-2026-27 letters 10 and 241
67Andreas Park, University of TorontoConditional · LooseningS7-2026-27 letter 239
68Arifa Khan, Independent ResearcherConditional · TighteningS7-2026-27 letter 181
Built by Mert Erinc (LinkedIn) with Claude. Site version 1.14.0, generated 2026-10-31. This tracker is a research artifact and is not legal advice.