Tokenization and SEC Oversight: Six Essential Updates for RIAs in 2026

Tokenization has moved from a theoretical innovation to a functional component of U.S. financial markets. In the year ahead, RIAs face a regulatory environment in which tokenized securities are no longer experimental, but increasingly integrated into U.S. financial markets, subject to supervision, and regulated under existing federal securities laws.

The message coming from regulators is unambiguous: tokenized securities are still securities, and the compliance expectations for RIAs are evolving rapidly to keep pace.

Below, we outline the key developments RIAs must understand to remain compliant as tokenization accelerates across asset classes.

1. Tokenized Securities Now Squarely Sit Under Existing Federal Securities Laws

In multiple statements, the SEC has reinforced that tokenized securities—whether issued directly by an issuer or wrapped by a third party—remain subject to the same federal securities laws as their traditional counterparts.

SEC Commissioner Hester Peirce emphasized in mid-2025 that blockchain “does not magically transform” a security into something exempt from regulatory requirements. Tokenized securities must still adhere to disclosure rules, custody requirements, and suitability standards—regardless of the technology used to issue or transfer them.

What this means for RIAs:

• Tokenized securities held by access persons should be evaluated under the firm’s Code of Ethics, including applicable reportable security and reportable account requirements. 

• Marketing materials related to tokenized products remain subject to the SEC Marketing Rule, with heightened expectations around accuracy, fair presentation, and risk disclosures.

2. The SEC’s 2025 to 2026 Pivot: From Enforcement to Integration

In late 2025, U.S. regulators signaled a shift from “regulation by enforcement” toward a more structured framework supporting tokenized assets.

Three major developments together created a near-term roadmap for 2026:

• The SEC closed its investigation into Ondo Finance – the real-world asset (RWA) tokenization platform – with no charges, validating the model for compliant tokenized Treasuries and other RWAs.

• The CFTC launched a digital assets pilot program for tokenized collateral in derivatives markets (initially including BTC and ETH) alongside related guidance for tokenized collateral of real-world assets such as U.S. Treasuries. 

• SEC Chair Paul Atkins introduced an “innovation exemption” initiative, suggesting tailored regulatory pathways for certain crypto‑related activities.

Why this matters for RIAs:

Tokenization is now formally recognized as a legitimate financial infrastructure innovation—not a fringe experiment. Expect more tokenized products to enter mainstream portfolios, with corresponding compliance scrutiny.

3. Emerging Reporting Expectations: On-Chain Wallets as Reportable Accounts

In the absence of explicit rulemaking, many firms are increasingly treating blockchain wallets used by access persons as reportable accounts for Code of Ethics purposes, enhancing reporting to capture wallet addresses and on-chain activity in a manner consistent with traditional brokerage accounts.

This approach helps reduce ambiguity for RIAs that previously faced uncertainty in evaluating whether decentralized wallets fell within the scope of the Advisers Act and Rule 204A-1.

Key compliance considerations for RIAs include:

• Quarterly transaction reporting should be designed to capture tokenized securities held in any wallet controlled by the access person.

• Annual holdings reports should reflect on-chain positions, even if they reside in self-custody.

• Firms should adopt systems capable of capturing wallet-level data, as legacy compliance monitoring systems typically do not support automated monitoring of blockchain activity.

4. Market Infrastructure Is Moving On‑Chain: DTC and Nasdaq Advances

Tokenization is gaining institutional traction through major U.S. market infrastructure providers:

DTC Tokenized Entitlement Pilot (December 2025)

The Depository Trust Company (DTC) received a no-action letter from the SEC enabling its preliminary securities tokenization program. Under the pilot, eligible DTC participants with registered wallets may transfer tokenized entitlements on supported blockchains, subject to the scope and conditions set forth in the SEC staff’s no-action relief. This marks one of the first integrations of tokenization into the core U.S. post-trade system.

Proposed Nasdaq Rule Amendment for Tokenized Trading

Nasdaq has proposed rule changes allowing certain equities and exchange traded products to trade in tokenized or traditional form—integrating blockchain settlement with T+1 market structure.

Impact on RIAs:

• Expect increased experimentation with mainstream tokenized representations of traditional assets (Treasuries, equities, ETFs). 

• Firms should prepare policies addressing cross venue liquidity, valuation, and settlement risks.

5. Anticipated 2026 Guidance Areas: What RIAs Should Watch

Based on agency actions in 2025 and industry feedback, several regulatory themes are likely to materialize into formal guidance or rulemaking in 2026:

A. Expanded Definitions for Custody of Tokenized Assets

With new self-custody and multisig models emerging, the SEC is expected to clarify crypto custody obligations for advisers, especially when qualified custodians cannot immediately support new tokens.

B. Enhanced Reporting Standards for On-Chain Transactions

Given the emerging industry practice of treating certain wallets as reportable accounts under an adviser’s Code of Ethics, additional guidance may specify auditing standards for blockchain-based reporting.

C. Tokenization Risk Disclosures for Form ADV and Marketing Materials

Firms should expect granular disclosure expectations related to:

• Smart‑contract risks

• Counterparty risks associated with wrapped tokens

• Liquidity risks associated with emerging tokenized markets

D. Governance Standards for Issuers and Wrapper Structures

Following the Ondo Finance precedent, regulators may establish clearer standards for SPV structures and tokenization wrappers.

6. How RIAs Can Prepare Now

• Update Code of Ethics to explicitly reference tokenized securities and the use of blockchain networks capable of transacting such assets.

• Implement internal monitoring tools for on-chain activity.

• Review custody practices and evaluate gaps for new token launches.

• Ensure marketing content reflects SEC expectations for tokenized securities.

• Conduct annual reviews tailored to digital‑asset risks.

Partnering for What Comes Next

Tokenization is reshaping U.S. financial markets, and 2026 is expected to be a defining year for regulatory clarity. As regulators work to incorporate tokenized securities into existing frameworks—and market infrastructure providers continue to explore on-chain settlement models—RIAs should strengthen compliance programs now. The firms that adapt early will be best positioned to capitalize on the efficiency, transparency, and liquidity that tokenization promises, while remaining fully aligned with regulatory expectations.

But staying compliant requires more than incremental adjustments. Ocorian brings the expertise, technology awareness, and regulatory insight needed to navigate this fast-changing environment with confidence. Let our team help you strengthen your digital-asset oversight and navigate this next phase with confidence.