New loophole just proves you don’t actually own your shares – but the fix is already live on Solana

The SEC-registered transfer agent, Superstate, just enabled direct issuance of SEC-registered shares on Ethereum and Solana, settling primary sales in stablecoins and recording ownership to a transfer agent’s ledger that treats the blockchain as the master file.

The company’s Direct Issuance Programs let issuers deliver tokens that represent the same legal equity with voting and dividend rights, paid for with stablecoins and delivered to KYC wallets at real-time prices.

The move shifts part of the issuance workflow from DTCC-only infrastructure toward public blockchains while keeping transfer agent controls and securities law obligations intact.

The first live implementation is Galaxy Digital, which tokenized its SEC-registered common stock on Solana through Superstate.

According to Galaxy’s investor site, 32,374 GLXY shares were tokenized as of early September 2025, establishing a template for on-chain cap tables that synchronize with a registered transfer agent.

The mechanics matter for governance and corporate actions, since every permitted transfer updates beneficial ownership on the RTA’s books, and dividends or splits can be executed through smart contracts administered by the agent.

A May 2025 staff FAQ acknowledged that a blockchain can serve as the official Master Securityholder File for a registered transfer agent, according to a Simpson Thacher summary, which provides a regulatory foundation for these cap table models.

Distribution is preparing to follow issuance

Backpack exchange has said it will list SEC-registered, natively tokenized U.S. equities via an integration with Superstate, starting with non-U.S. access while pursuing U.S. broker-dealer and ATS paths.

The venue model positions wallets, KYC rails, and whitelisted order flow as the front door for investors without synthetic wrappers or SPV structures. That distinction is a key clarification for 2025, following episodes where tokenized stock marketing created confusion between on-chain exposures and actual registered equity, as reported by Business Insider in the context of synthetic offerings.

The near-term contest is about who controls the cap table and the order books. If the transfer agent and the chain form the golden source of ownership for KYC’d wallets, then distribution and secondary trading can route through a mix of compliant venues that speak to that ledger.

Broker-dealers, ATSs, and traditional market centers will compete with wallet-native venues and whitelisted AMMs that plug into transfer agent hooks.

The SEC has not granted a bespoke path for AMMs to trade NMS securities, and any AMM that routes orders in NMS securities would need to comply with existing frameworks such as Reg ATS, fair access, surveillance obligations, and short-sale rules.

Agency statements have stressed that tokenization is not a shortcut and that market integrity rules still apply.

Plumbing around the new rails is starting to connect

DTCC launched a tokenized collateral platform and briefed the SEC’s Crypto Task Force on tokenization services that could extend into pledging and corporate action workflows, according to DTCC public materials and SEC documentation.

Nasdaq filed to enable tokenized securities trading on its main market when rights are equivalent, with a timeline as soon as the third quarter of 2026 if DTC infrastructure is ready, according to Reuters.

These efforts point to a hybrid stage in which DTC-eligible positions coexist with tokenized cap table entries, and in which conversion or pledge functions bridge the two. Issuers seeking broader distribution may rely on this bridge for street-name positions while operating primary issuance windows on-chain in stablecoins.

Issuance workflow is the immediate change. Superstate’s Direct Issuance lets companies raise capital directly to wallets, take stablecoin proceeds, and record new ownership on-chain under the transfer agent’s supervision.

Follow-ons and at-the-market programs can run outside traditional market hours, with T≈0 settlement and programmable constraints such as transfer restrictions or on-chain accreditation checks. For small and mid-cap issuers, that may expand addressable demand in non-U.S. time zones once compliant venues, KYC pipelines, and custodial options are live.

For investors, the custody model flips from omnibus street name at brokers to wallet-native beneficial ownership tied to the transfer agent’s ledger, subject to whitelisting and rescission powers required for regulatory and sanctions compliance.

Secondary trading is the constraint

Backpack’s plan points to a centralized access layer for tokenized stocks outside the U.S., while U.S. flows hinge on broker-dealer and ATS permissions applied to tokens that are the actual securities.

AMMs are technically straightforward on-chain, yet their regulatory status is unresolved for NMS. Three outcomes frame 2026: whitelisted AMMs recognized as ATSs, AMMs restricted and centralized order books dominate, or a hybrid in which AMMs operate for non-NMS or smaller issuers while NMS stays on central limit order books.

The SEC’s posture, including Commissioner statements, emphasizes that tokenization must fit within the existing regulatory perimeter rather than invent a separate lane.

The RTA’s expanded role is the throughline. With the blockchain as the master securityholder file, transfer agents mediate whitelist controls, error correction, rescission, and audit trails for on-chain transfers.

That places agents at the chokepoints for corporate actions and governance. Wallets and venues with strong KYC and sanctions tooling become distribution partners that can feed the master file with clean data.

Stablecoin issuers benefit from primary settlement volumes, and custodians will adapt to hold tokens directly or through controlled wallet architectures that meet Rule 15c3-3 and similar custody expectations when broker-dealers intermediate.

A practical question for issuers is how tokenized shares interplay with DTC positions. DTCC’s tokenization programs focus first on collateral, with scope to extend into securities workflows.

Nasdaq’s filing assumes that DTC infrastructure is ready before token-settled trades sit on the same order book.

Until a seamless conversion path is in production, many issuers may maintain parallel rails, using DTC for mainstream exchange trading and using on-chain issuance for targeted capital formation, dividend distribution experiments, or controlled secondary transfers among whitelisted wallets.

The bridge timing will determine how quickly on-chain liquidity can reach parity with street-name liquidity.

The metrics to watch are straightforward

How many issuers enroll in Superstate’s Opening Bell stack, how many shares outstanding become token transferable, and how many on-chain holders appear on the master file, which Superstate says it maintains as a registered transfer agent.

How much primary issuance settles in stablecoins each month? How much volume Backpack and other compliant venues route for tokenized equities, especially in non-U.S. markets? How DTCC’s tokenized collateral network scales and whether DTC conversion or corporate action bridges for tokenized equity enter testing.

Each data point will describe whether this is primarily a settlement upgrade or the start of a new order flow channel.

The 2026 setup is bound by the public milestones and today’s working systems. Galaxy’s tokenization demonstrates that issuers can issue real shares on-chain under transfer agent control. Superstate’s Direct Issuance opens wallet-native primaries with stablecoin cash legs.

DTCC and Nasdaq have articulated timelines that could make token legs visible within mainstream market plumbing by late 2026, if the infrastructure aligns. SEC staff have already made room for on-chain master files, while broader secondary trading permissions remain under review.

That leaves a hybrid market structure through 2026, with stablecoin settlement, whitelisted wallets, and transfer agents anchoring cap tables as venues compete to control the order flow that sits on top.

Issuers, transfer agents, venues, and infrastructure providers now have a working path to move SEC-registered shares from DTCC-only rails to public blockchains.

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