Tokenized stocks expand access, but what do investors legally own? Tessera PE founder explains

Tokenized stock transfers have climbed to $29.5 billion as new products extend market access, but Tessera PE founder Chan Ahn says investors could receive anything from direct share ownership to a contractual claim carrying no shareholder rights.

• Tokenized stocks can represent direct shares, custodial claims, or synthetic contracts with different legal rights.
• Company rules, securities laws, and underwriter lock-ups can limit transfers even when tokens move on-chain.
• Pre-IPO tokens lack the public prices and company disclosures needed for dependable secondary markets.
• Tokenizing private credit may extend access without making complex AI infrastructure risks easier to value.
• U.S. investors remain excluded from several tokenized stock products offered under Regulation S.

Tessera PE founder Chan Ahn told crypto.news that similar marketing terms often conceal substantial differences in what token holders own, how they receive dividends, and whether they can vote on company matters.

Ahn said he had not previously published an analysis of Securitize and based his comments about its model on publicly available information. He also separated Securitize's reported NYSE listing, the tokenization of its own stock, and its ability to support offerings for other issuers, saying each involves a different legal question.

Tokenized stocks can give investors three different claims

Under Ahn's reading of a January SEC staff statement, tokenized securities generally take one of three forms: issuer-sponsored securities, custodial products, or synthetic contracts.

In an issuer-sponsored structure, the company supports the tokenization and presents the token as the security itself rather than as a separate wrapper. If the structure works as described, Ahn said the holder's voting, dividend, and information rights should be the same as those attached to a conventional share because both formats represent the same instrument.

Still, two operating details determine whether a token holder owns the security directly. Investors need to know whether their names appear on the shareholder register or whether a nominee sits between them and the company. The platform must also explain how the on-chain position reconciles with the settlement of shares traded on a public exchange.

"The answers decide whether you hold the security or a claim on somebody who does," Ahn said.

A custodial token creates a different relationship because the underlying shares remain off-chain with an intermediary. According to Ahn, the investor may instead receive a security entitlement under Article 8 of the Uniform Commercial Code, similar to the indirect ownership structure used when a person holds stock through a broker.

Voting materials, dividends, and company communications reach the token holder only through arrangements made by the intermediary. Ahn said one structure he reviewed used Broadridge to process proxy materials and issuer communications, matching infrastructure already used by conventional brokerages.

Custodian failure also creates a separate risk. While a registered shareholder has a direct relationship with the company, a custodial-token holder may have to pursue a claim through the intermediary's insolvency process.

Synthetic tokens sit further away from the company. Buyers own a contract with the product issuer rather than a share or an entitlement backed by shares. Ahn said the SEC staff warned that some products in this category could qualify as security-based swaps, potentially limiting access to eligible contract participants.

"So the honest answer to 'what does an investor own' is: read which of the three you are being offered, because the marketing language is close to identical across all of them and the legal substance is not."

Voting, dividends and access to company information provide a quick way to test a product's structure, Ahn added. Investors should ask which entity owes them each right and what happens if that entity fails.

Tessera's own products do not represent equity. Ahn said the company issues tokenized loan participation rights that provide economic exposure but carry no ownership, voting, dividend, or information rights in the underlying business.

Company rules can still block token transfers

Even when a token can move between blockchain addresses, Ahn said issuer approvals, securities laws, and contractual lock-ups can prevent the related ownership or economic interest from changing hands.

Closely held companies commonly impose board-approval requirements, rights of first refusal, and limits written into shareholder agreements. Private companies may maintain their own shareholder registers rather than employ an outside transfer agent, allowing them to reject transfers that do not meet their conditions.

"A token cannot move what the register will not record," Ahn said.

Federal securities rules add another layer through Rule 144 holding periods, affiliate volume limits, notice conditions, and investor eligibility requirements. Underwriter lock-ups can reach beyond direct sales of shares by restricting transactions that transfer the economics of ownership.

Citing SpaceX's final prospectus, Ahn said shareholders were barred from certain hedging or other arrangements without prior written consent from Goldman Sachs acting for the underwriters. The clause, subject to stated exceptions, reportedly covered direct or indirect transfers of the economic consequences of ownership, whether settled in shares or cash.

Such language means a token offering exposure to locked shares may raise a contractual issue even if the token is not legally classified as the underlying stock. According to Ahn, providers offering economic exposure to positions still under lock-up should be able to explain how the product complies with those agreements.

Permissioned blockchain systems can enforce some limits through approved wallets, identity checks, and jurisdiction screening. When the token is the security, its transfer controls may enforce restrictions imposed by the issuer. For a wrapper, however, the same controls may enforce only the provider's terms, which do not necessarily match the company's requirements.

The issue has become more relevant as tokenized shares move into decentralized markets. Coinbase recently added six tokenized stocks on Base after its first four products generated $227.7 million in decentralized exchange volume in about 30 days.

The additions included tokens linked to Amazon, Microsoft, Strategy, SanDisk, Tesla, and privately held SpaceX. Coinbase's structure uses an Abu Dhabi Global Market entity to issue tokens against underlying shares or eligible equity interests held in custody, but holders do not appear directly on the companies' shareholder registers.

U.S. persons cannot access the products because they have not been registered under the Securities Act of 1933 or state securities laws. Coinbase offers them under Regulation S, which covers qualifying securities transactions conducted outside the United States.

Tokenized stocks do not create dependable liquidity

Trading access alone does not produce a liquid market, especially when a token tracks a private company without listed shares, options, or available stock to borrow.

Ahn said market makers quote prices when they can offset risk elsewhere. With pre-IPO assets, they often lack a closely matched instrument for hedging, forcing them to retain the risk on their own books and charge for it through larger bid-ask spreads.

Valuation creates a harder problem. Publicly listed tokenized stocks can follow prices formed continuously during exchange hours, giving trading platforms an external reference. A private company has no comparable public market, leaving platforms to rely on the latest primary funding round.

Private-round valuations emerge from negotiations among a limited group that already owns or plans to buy the asset. Using that figure for secondary trading can make a negotiated private valuation appear like a market-established price.

"An AMM with no external reference is not discovering a price; it is reflecting the flows of whoever happens to be trading it that day."

Disclosure poses the largest obstacle because a private company generally has no duty to provide regular information to holders of an instrument it did not issue or approve. A token may trade continuously while the company behind its value releases financial information only when it chooses.

According to Ahn, a stronger structure would include a written valuation policy, an identified independent valuer, and a fixed schedule for updating the asset's value. Disclosure duties should appear in the instrument's legal terms, while platforms should label quoted prices as indicative when they do not represent executable market prices.

On-chain activity has already grown despite such differences. An August report found that monthly stock transfers rose 415% to $29.5 billion, while tokenized equities distributed on-chain were valued at about $2.54 billion. RWA.xyz also counted around 1.3 million active addresses and 2.36 million tokenized stockholders, although wallet figures do not equal the number of individual users.

Collateral use adds another risk because price gaps can trigger liquidations. Chainlink recently introduced feeds for four stocks issued by Coinbase, allowing lending platforms to assess tokens linked to Nvidia, Meta, Apple, and Alphabet.

Coinbase's product documents warn that thin liquidity and different trading hours can cause token prices to separate from the underlying shares when U.S. exchanges are closed. Lending platforms also set their own collateral limits and liquidation terms.

Tokenized private credit can spread hard-to-value risks

Moving from equity into private credit does not remove the valuation and disclosure problems, according to Ahn, particularly when the debt finances AI infrastructure whose equipment may lose value quickly.

Pointing to a CoreWeave Form 8-K, Ahn said the company entered a $2.6 billion delayed-draw term loan facility on Aug. 7, 2026, through a ring-fenced subsidiary, with JPMorgan acting as administrative agent. The filing said the money would finance spending needed to perform customer contracts, including purchases of graphics processing unit servers and related infrastructure.

Borrowings under the facility can continue through December 2026, while the debt matures on Sep. 1, 2031. Ahn noted that the parent company unconditionally guarantees the facility and that substantially all assets of the borrowing subsidiary secure it.

CoreWeave's filing also listed certain adverse events affecting material customer contracts among the events of default. In Ahn's view, the provision makes those customer agreements central to the credit structure rather than merely sources of revenue.

The central valuation question concerns what the financed accelerators will be worth several years from now. Tokenizing the loan exposure would not establish a market price for that equipment, Ahn said, but it could distribute the same uncertainty among more investors who may have less ability to examine the underlying contracts and collateral.

Ahn also cited a Chicago Fed study showing that the average bank's outstanding exposure to AI-adjacent industries was about 0.8% of total assets. Committed exposure, however, was closer to 25% of Tier 1 capital, compared with outstanding commercial and industrial exposure averaging 9%.

Among large banks, commitments to AI-adjacent industries reached about $450 billion in late 2025, according to the study, while approximately $150 billion had been drawn.