A16z Calls for SEC Clarity on Tokenized Securities Framework

Terrill Dicki
May 15, 2026 14:03

Andreessen Horowitz outlines principles for tokenized securities regulation, urging SEC to modernize rules while preserving market integrity.

Andreessen Horowitz (a16z) has submitted a detailed response to the SEC’s Crypto Task Force, urging regulators to modernize securities laws to accommodate blockchain-based tokenized assets. The venture capital firm, known for its heavy investment in crypto, argues that tokenization could revolutionize capital markets but warns that outdated regulations could stifle innovation if not updated.

Tokenized securities—traditional assets like stocks and bonds represented as blockchain tokens—offer benefits such as faster settlement, increased liquidity, and 24/7 trading. However, as noted in a January 2026 joint statement from the SEC, tokenization doesn’t change the legal status of these assets, and they remain subject to existing securities laws. A16z is advocating for the SEC to adopt a “technology-neutral” approach that balances innovation with investor protections.

Key Proposals from a16z

In its submission, a16z outlined several recommendations to clear regulatory hurdles for tokenized securities:

• Modernize Transfer Agent Rules: Current rules assume legacy methods like paper or spreadsheets. A16z suggests recognizing blockchain’s ability to securely manage shareholder records, automate compliance, and facilitate real-time trading.
• Clarify Rules for Tokenized Mutual Funds: Legacy pricing rules around net asset value (NAV) create ambiguity for secondary trading of tokenized fund shares. The firm proposes exemptive relief similar to ETFs to unlock blockchain’s programmability for real-time compliance.
• Enable Atomic Settlement: Blockchain’s ability to execute payment and delivery simultaneously could reduce counterparty risks and eliminate reliance on intermediaries. A16z urges the SEC to provide guidance for integrating atomic settlement into existing market infrastructure.
• Streamline Broker-Dealer Requirements: Current capital and recordkeeping rules don’t account for blockchain-specific challenges, such as staking rewards or token liquidity constraints. The firm calls for a principles-based approach to ensure compliance without hampering innovation.

SEC’s Broader Efforts to Define Tokenization

The SEC’s Crypto Task Force, established in January 2025 and chaired by Commissioner Hester Peirce, has been actively engaging with industry stakeholders to refine regulatory frameworks for digital assets. A major milestone came in January 2026, when the SEC clarified that tokenized securities fall squarely under existing securities laws.

Meanwhile, traditional financial players are also adjusting. On April 9, 2026, the New York Stock Exchange filed a proposed rule change to enable trading of tokenized securities, signaling institutional interest. These developments reflect growing alignment between regulators and market participants, but gaps remain—particularly around broker-dealer obligations and settlement mechanisms.

State vs. Federal Conflicts

A16z also warned against regulatory fragmentation, citing New York’s BitLicense as an example of state-level rules that could create confusion by treating tokenized securities as a separate asset class. The firm advocates for federal preemption under the Securities Act of 1933 to ensure consistent treatment of tokenized assets nationwide.

What’s Next?

The SEC’s willingness to engage on these issues marks a shift from enforcement to proactive policymaking. With tokenized securities gaining traction, regulatory clarity could unlock significant efficiency gains for capital markets. Key developments to watch include potential SEC guidance on atomic settlement and broker-dealer capital rules, as well as the agency’s response to the NYSE’s tokenized trading proposal.

For now, market participants like a16z are pushing for a flexible yet robust regulatory framework that can accommodate blockchain’s transformative potential without compromising market integrity.

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