Ondo seeks SEC sign-off for tokenized stock-note records

Ondo Finance filed a no-action letter with the Securities and Exchange Commission asking the agency to confirm that representing portions of its Ondo Global Markets stock and ETF-linked notes as tokens on Ethereum Mainnet, with custody by BitGo, would not prompt enforcement.

Ondo Global Markets products are tokenized notes that give non-U.S. investors exposure to U.S.-listed stocks and ETFs. In the filing, Ondo said that in limited circumstances the securities entitlements tied to those notes could also be recorded in tokenized form on Ethereum and held by BitGo to support recordkeeping and operational processes. The firm wrote the request is ‘meant to function as a recordkeeping innovation, not a rewrite of market structure.’

The filing came the same day the SEC’s Division of Trading and Markets published a staff statement defining conditions for ‘Covered User Interfaces.’ It follows a December 2025 submission by Ondo of a detailed tokenized securities roadmap to the SEC crypto task force. The SEC closed an investigation into Ondo in December 2025 without charges after roughly two years; the inquiry began under previous leadership led by Gary Gensler.

The staff statement targets websites, browser extensions and mobile apps that translate user instructions into blockchain-executable commands and often serve as front ends to decentralized trading protocols. It sets an 11-point compliance framework for operators to avoid broker-dealer registration, including refraining from soliciting specific transactions or offering investment recommendations, and requires disclosure of fees, material conflicts of interest and cybersecurity policies. The statement also lists activities that would fall outside its protections and could lead to regulatory obligations or enforcement.

The guidance is part of Chair Atkins’ ‘Project Crypto’ sequence of staff actions intended to give market participants operational guidance while the commission works on formal rules. Atkins has said an entire generation of digital-asset innovation developed offshore because U.S. rules were unclear and described current staff-level pronouncements as ‘extremely temporary.’

In its letter, Ondo asked the SEC to treat the tokenized entitlement records as an operational and recordkeeping mechanism rather than a change in the underlying market structure of its notes. If the SEC grants no-action relief for the specific steps described in the filing, Ondo and other firms that follow those steps would not face enforcement for those limited tokenized recordkeeping activities while the commission continues formal rulemaking.