Tokenization of equity securities: Comparing ownership structures

In the rapidly evolving capital markets, public company ownership itself is changing form. Digital assets, tokenization, and evolving market structures are expanding what it means to hold a share, and as the forms of ownership multiply, the question of who owns a company, provably and securely, becomes more important.

The regulatory framework surrounding digital assets and tokenization is also evolving, with the SEC's Innovation Exemption, issued on September 17, 2026, which signals growing regulatory support for bringing securities and shareholder ownership onto blockchain networks.

At Computershare, we recognize that ownership matters and are committed to helping our clients safeguard their equity securities, while supporting innovation and choice. Enabling ownership is at our core, and as we advocate for issuers and their shareholders, we have created an innovative new tokenization structure – Issuer-Sponsored Tokens (ISTs).

As token ownership structures evolve, it is critical for issuers to understand the implications of different structures for their organization and their shareholders. Here we outline three types of tokenized securities and considerations for issuers.

What are Issuer-Sponsored Tokenized Securities?

An Issuer-Sponsored Token (IST) is the actual share in a digital format administered on a distributed ledger. It is the same share issued in a directly registered form represented by a Direct Registration System (DRS) statement or stock certificate. Tokenization only changes the holding format, not the shareholder rights or issuer visibility. As indicated by the name, the company issuing the shares is directly responsible for their securities that are represented by ISTs.

One clear benefit of ISTs is that a company, supported by its transfer agent, maintains full control over the securities issued and supported as part of the official shareholder records. Issuers can preserve a direct relationship with their shareholders, with direct issuer-to-shareholder interactions for communications, voting and corporate actions.

For shareholders, ISTs sit alongside existing holding formats, including DRS and certificates. An IST gives shareholders the choice of how they prefer to hold their shares, and with one IST token representing one share*, avoids confusion about their holdings.

As outlined in the SEC's Innovation Exemption introduced on September 17, 2026, a company's launch of Issuer-Sponsored Tokens does not preclude a third party from launching a token for that company's equity securities. However, the TSV must notify the issuer before trading begins and, in turn, the company has 30 calendar days after receipt of the notice to respond and the option to object.

What are Third-Party Tokenized Securities?

As the name suggests, Third-Party Tokenized Securities are products created by a third-party, usually a financial institution, that is based on another company's stock. Generally, there are two types:

1. Wrappers or synthetics
2. Custodized tokens

Wrappers or synthetics

In the case of wrappers or synthetics, the institution creates a Special Purpose Vehicle (SPV) which buys and holds real shares, then issues shares in the SPV in token form. This gives investors economic exposure to the underlying shares but not necessarily all the rights of ownership such as dividends or voting.

These products are not new, but they may become more common as investors look for additional tokenized ways to trade and own stock. If a company does not offer its own tokenized shares, outside firms may step in.

As wrappers are outside the definition of eligible “Tokenized NMS Stock” as outlined in the Innovation Exemption, they are not available for trading by a TSV.

Custodized tokens

With Custodized tokens, the financial institution buys and holds the real shares, then issues tokens representing beneficial ownership in the shares held in custody.

Custodized tokens are not the security itself. Under this model, a custodian holds a nominee position on the transfer agent register (or in the depositary) and issues tokens that represent the beneficial interest ‘entitlement' in the underlying shares held in that nominee position.

Custodized tokens are the model DTCC is planning for its participant members

Custodized tokens do not require issuer permission and have many of the drawbacks of beneficial ownership today – issuers are generally unable to routinely gain access to records or platforms to know the owners of their stock. Further, issuers generally have no say in who tabulates the proxy votes for the custodized beneficial holders even though the issuer may be expected to pay for that service. Custodized positions also lend themselves to be short sold by other clients of the nominee operator.

Innovation Exemption – trading tokenized securities

On September 17, 2026, the SEC introduced the Innovation Exemption: a temporary, conditional exemption intended to support experimentation with trading tokenized US-listed securities. The exemption is in place through September 17, 2031, and allows qualifying Tokenized Securities Venues (TSVs) to operate automated market maker platforms without registering as exchanges, provided they meet the SEC's conditions.

TSVs can make US-listed stocks tokenized by or on behalf of the issuer by their transfer agent as well as shares tokenized by an independent third party in custodized form available for trading (wrappers are not eligible). Tokenized shares must provide the same economic, voting, dividend and liquidation rights as the equivalent traditional shares.

For stock tokenized by an unaffiliated third party, a TSV must notify the issuer before trading begins and wait at least 30 calendar days after the issuer receives the notice, during which time issuers may object. A timely written objection prevents the TSV from making the tokenized security available for trading under the exemption.

Under the Innovation Exemption, the TSV limit is not a fixed number of shares per day, but a percentage of the stock's prior-month average daily volume (ADV) and varies by security tier:

• Tier 1 (S&P 500) – volume limit of 75 symbols / 0.25% of prior-month ADV
• Tier 2 ( other eligible NMS stocks) – volume limit of 250 symbols / 2.5% of prior-month ADV

The framework also raises important operational considerations. Issuers should consider how ownership recorded on a token ledger would be reconciled with the official shareholder register, possible stock price dislocation between conventional markets and tokenized stock prices, how shareholder rights and corporate actions would be administered and how risks such as duplicate issuance, lost keys, frozen wallets, trading halts and reversals would be managed.

As tokenization of securities becomes more prevalent in the financial industry, companies navigating this complexity will want to work with an advocate and service partner that has safeguarded ownership through every market evolution of the last five decades – Computershare is here to help.

*Except where a company's charter expressly permits fractional share holdings

Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.

Let's talk

If you have questions about tokenization, want to further explore ISTs or discuss the potential impact of other token structures, please reach out to your Relationship Manager or contact us.