Nasdaq unveils issuer-led tokenised share framework

Nasdaq has outlined plans for an "equity token design" that would let listed companies issue tokenised versions of their shares while keeping issuer control and existing shareholder rights within current US securities rules.

The design puts the public issuer at the centre of the ownership and governance framework for tokenised equities. Nasdaq describes it as issuer-sponsored and intended to keep tokenised shares aligned with the same legal and regulatory status as conventional equity securities.

Tokenisation uses blockchain-based records for traditional assets. In equities, the idea has attracted interest from trading venues and crypto-native platforms as markets explore longer trading hours and new forms of distribution. Nasdaq's proposal comes as regulators and infrastructure providers assess how tokenised instruments could work alongside established clearing and settlement systems.

Nasdaq linked the plan to earlier work with US regulators, including a tokenisation proposal it filed with the US Securities and Exchange Commission in September 2025. That filing covered trading equity securities in token form and settling them through the Depository Trust & Clearing Corporation.

It also pointed to the SEC's 2026 Staff Statement on Tokenised Securities, which says tokenised equities are treated the same as regular equity securities under federal law.

Issuer control

Nasdaq's equity token design would integrate blockchain records into an issuer's official share registry. Under the model, transferring a token would represent a transfer of the underlying security, preserving legal and regulatory equivalence between tokenised and conventional shares.

The approach would retain key features of US-listed equities, including price discovery, consolidated liquidity, transparency and investor protections. Nasdaq described it as a bridge between on-chain records and off-chain identity, with a regulated link to shareholder ownership records.

Nasdaq also framed tokenisation as part of a broader shift towards round-the-clock trading. It said infrastructure for trading, holding, transfer and governance would need to evolve for continuous operations. Longer trading hours could expand the investor base across time zones, increasing the importance of issuer tools for shareholder engagement.

Corporate processes

The token design aims to modernise processes used by public companies, including corporate actions, proxy voting and shareholder engagement. Nasdaq also said tokenisation could support programmable investor engagement, with governance and proxy-related actions built into token-based workflows.

Tal Cohen, President of Nasdaq, described tokenisation as a route to new market structures and deeper issuer engagement.

"Tokenization has the potential to unlock the benefits of an always-on financial ecosystem - enhancing how investors access markets, how issuers engage with shareholders," said Cohen. "We believe that public companies should always remain at the center of the equity market ecosystem. This issuer‐sponsored approach for tokenized equity securities is designed to empower public companies and enhance global accessibility to U.S. equity markets."

Bridging networks

Nasdaq set its work against a growing mix of tokenisation models across the market. It noted that US equities already trade across numerous permissioned venues connected through regulatory requirements, with mechanisms that link liquidity and price discovery.

It also highlighted the growth of unregulated blockchain networks where synthetic equity contracts can circulate, arguing that this increases the need for an issuer-centric approach that delivers regulated market integrity on digital networks in a permissioned environment.

Nasdaq said its equity token design would bridge permissioned and permissionless environments while preserving issuers' control of their equity across different technological forms.

Kraken partnership

Nasdaq also disclosed a partnership with Payward, the parent company of crypto platform Kraken. The companies plan to work on an "equities transformation gateway" linked to the infrastructure behind xStocks.

Nasdaq said the gateway would let issuers and investors move between regulated markets and on-chain markets while preserving issuer rights, regulatory compliance and price integrity. It would be available to clients in jurisdictions where xStocks are offered.

Arjun Sethi, Co-CEO of Payward and Kraken, said the partnership would address distribution and market structure questions for different customer groups.

"Tokenization improves market infrastructure at the asset layer by enabling equities to exist as interoperable instruments across regulated financial systems and open blockchain networks while preserving issuer rights and price integrity," said Sethi. "For international customers, this expands access to public markets where traditional distribution has been limited. For U.S. customers, it will enable greater collateral efficiency and capital mobility across trading and financing workflows. Our partnership with Nasdaq helps build the liquidity layer and applications needed for tokenized equities to function within a global, always-on market structure."

Timeline and participation

Nasdaq said it will engage public issuers, investors, transfer agents, regulators and other market participants as the framework develops. Participation would be voluntary, with future changes subject to evidence and regulatory review. Nasdaq expects the programme to be operational, with additional distributed ledger technology-based services available to issuers from H1 2027.