CoinFubi

On December 11, 2025，SEC Division of Trading and Markets (the Staff) issued a no-action letter (NAL) stating that it would not recommend enforcement against the Depository Trust Company (DTC) under the applicable securities laws if DTC operates a three-year pilot to tokenize DTC-custodied assets on supported blockchains as proposed in DTC’s tightly scoped request letter (the Request). DTC aims to launch the pilot in the second half of 2026, and the NAL expires automatically three years after launch and may be modified or revoked by the Staff at any time. The NAL represents a significant step by the SEC and DTC — the heart of the US securities clearance and settlement system — in addressing recommendations from the July 2025 report of the President’s Working Group on Digital Asset Markets.

The no-action relief applies only to the ‘Preliminary Base Version’ of the DTC’s tokenization pilot program as described in the Request, which includes the following. DTC participants may elect to have their security entitlements recorded as tokens on distributed ledgers (Tokenized Entitlements) rather than exclusively on DTC’s centralized ledger. The goal is to enable DTC participants to benefit from the mobility, decentralization, and programmability of blockchain and tokenization technology. Currently, any participant may opt in to the pilot, except those for which DTC has US tax withholding or reporting obligations or Treasury International Capital reporting obligations.

Participants opting in to the pilot must register with DTC one or more addresses on an approved blockchain to hold tokens corresponding to Tokenized Entitlements (Registered Wallets). DTC will only register a blockchain address as a Registered Wallet if the blockchain is supported and DTC has performed its own screenings of the wallet to confirm that it complies with Office of Foreign Assets Control (OFAC) requirements. A participant may instruct DTC to tokenize security entitlements to certain eligible securities (Subject Securities) currently credited to their DTC account. Eligible securities include highly liquid securities, such as Russell 1000 constituents, US Treasuries, and ETFs that track major indices including the S&P 500 and the Nasdaq-100.

Upon acceptance of the participant’s instruction, DTC debits the Subject Securities from the participant’s account and credits an account on DTC’s centralized ledger (Digital Omnibus Account) that reflects the sum of all Tokenized Entitlements held in all Registered Wallets. DTC then mints tokens via its Factory software system and delivers the tokens to the participant’s Registered Wallet. The tokens represent the participant’s Tokenized Entitlement to their Subject Securities. A participant holding a token in their Registered Wallet can transfer that token and the corresponding entitlement directly to another Participant’s Registered Wallet without instructing DTC to execute the transfer.

A participant may instruct DTC to de-tokenize their entitlements at any time, converting a blockchain-based Tokenized Entitlement back to a standard DTC entitlement (Book-Entry Entitlement). Upon accepting a participant’s instruction to de-tokenize their entitlements, DTC burns the corresponding tokens, debits the Subject Securities from its Digital Omnibus Account, and credits the securities back to the participant’s DTC account. All token transfers between Registered Wallets will be tracked and visible to DTC using LedgerScan: an off-chain, cloud-based system that scans underlying blockchains and tracks and records Token movements and Registered Wallet holdings in near real-time.

The LedgerScan record serves as DTC’s official books and records for DTC participants’ Tokenized Entitlements. Registered ownership of securities represented by Tokenized Entitlements will not change. The securities will remain registered in the name of DTC’s appointed nominee. To prevent any double spending of securities represented by a Tokenized Entitlement, securities credited to the Digital Omnibus Account cannot move on DTC’s centralized ledger until the corresponding token is burned. Tokenized Entitlement transfers must occur by transferring the token on the blockchain (or by instructing DTC to de-tokenize it).

To foster innovation and decentralization, the pilot avoids prescribing the use of specific digital ledger technologies. Instead, DTC will establish a principles-based framework through objective Technology Standards. Any blockchain or tokenization protocol is eligible for use, provided it meets these requirements, which focus on ensuring operational resilience and regulatory compliance. These standards enforce two core principles: (1) Tokens must only be transferable among a network of known Registered Wallets, and (2) the protocol must grant DTC the ability to unilaterally correct erroneous transactions or reverse transfers in cases of fraud or technical failure.

Under DTC’s resiliency framework, pilot systems (such as LedgerScan) will maintain Tier 2 status, which requires dual-site operations, a four-hour recovery time objective, no more than two minutes of data loss from an outage, and annual out-of-region disaster recovery and resumption testing. These systems may only instruct DTC’s centralized systems to move Subject Securities to or from the Digital Omnibus Account or to make corporate action cash payments (e.g., dividend payments); all other interactions between the pilot systems and DTC’s existing centralized systems are read-only.

ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE STILL APPLIES. The pilot preserves the existing framework of the indirect holding system under Article 8 of the Uniform Commercial Code (UCC), in which beneficial ownership of securities is maintained through a network of intermediaries. DTC is the registered owner of securities with the issuer and is a securities intermediary to its participants, who hold securities entitlements in securities accounts that are recorded in DTC’s books and records. The fact that Tokenized Entitlements are representations of securities held in a single omnibus account on DTC’s main systems should not indicate that the Tokenized Entitlements are not securities accounts for UCC purposes — these accounts are simply maintained on LedgerScan rather than on DTC’s main systems. The creation of the Digital Omnibus Account appears to be a way for DTC to ensure that its participants do not double spend Tokenized Entitlements by attempting to transfer them on DTC’s regular systems rather than through transmission of the tokens. If an entire series of securities were recorded in tokenized form, presumably such an omnibus account would not be needed.

NO COLLATERAL OR SETTLEMENT VALUE FOR TOKENIZED ENTITLEMENTS. The Request provides that Subject Securities will not be given any collateral or settlement value at DTC for purposes of calculating a DTC participant’s net debit cap or the collateral monitor. As such, they cannot be used to satisfy DTC’s default-management risk controls.

DTC REPORTING AND DISCLOSURES. Each calendar quarter, DTC must deliver a report package to the Staff that lists DTC participants in the pilot; tokenization activity (shares and value tokenized during the quarter and outstanding at quarter-end); average daily transfer volumes; number of de-tokenized security entitlements; eligible Subject Securities; counts of Registered Wallets; the blockchains used; any blockchains not approved for the pilot, with rationale; any uses of the root wallet to reverse errors or malfeasance; any outages and their duration; additional operations and systems information upon Staff request; and copies of disclosures provided to participants. DTC must make publicly available the pilot’s blockchain and tokenization protocols, a list of approved blockchains, and any fees or charges imposed by DTC in connection with the service. DTC must also provide participants that join the pilot with a regular report of the securities credited to the DTC participant’s account that may be subject to tokenization and the scope of eligible securities, disclosures regarding the mechanics and operation of the pilot, and reasonable advance notice in writing of any material changes to the pilot.

COMMISSIONER SUPPORT FOR THE NAL. Commissioner Hester M. Peirce, leader of the SEC’s Crypto Task Force, wrote that the NAL marks a significant incremental step in moving markets onchain. Her statement emphasized the SEC’s iterative approach to digital assets and openness to alternate tokenization models and investor choice. Chairman Paul Atkins similarly supported the NAL in a short statement, noting that DTC’s initiative marks an important step towards on-chain capital markets.

CONCLUSION. DTC’s Preliminary Base Version marks the first time that security entitlements will be tokenized on supported blockchains and held through a central securities depository and registered clearing agency. As described in the Request and discussed in the NAL, the defined structure of the pilot allows innovation in tokenized recordkeeping and transfers while keeping DTC’s core market‑critical functions and liquidity risk profile unchanged. The pilot could enable new blockchain-based trading methods, smart contract workflows, and round-the-clock transfers, while DTC remains the source of settlement finality and official records. As Commissioner Peirce noted, the pilot represents a promising step along the tokenization journey.