Goldman Sachs: SEC Grants Conditional Relief for Tokenized U.S. Stock Trading; Coinbase Seen as Top Beneficiary

Author: Rita The U.S. Securities and Exchange Commission has, for the first time, cleared a path for tokenized stock trading in the United States. In a September 18, 2026 report, Goldman Sachs said the SEC on September 17 issued an order providing a five-year conditional registration exemption to certain exchanges and liquidity providers, allowing them to offer tokenized stock trading in the U.S. The SEC refers to these entities as Tokenized Securities Venues (TSVs). Goldman sees the decision as a meaningful opening that could support gradual expansion of a tokenized U.S. equities market. Key constraints limit near-term impact Goldman Sachs analyst James Yaro highlighted three core conditions: 1) Eligibility is limited to venues using an automated market maker (AMM) order book. Traditional exchanges and most centralized crypto exchanges that run centralized limit order books (CLOBs) are excluded. 2) Only "native" tokenized stocks qualify. Derivative-style, non-native tokenized equity products are not covered. 3) Issuers can object and prevent their shares from being tokenized before trading begins. Goldman said these constraints meaningfully cap the short-term effects. AMMs are primarily used by decentralized exchanges, while CLOBs dominate traditional venues and most centralized crypto platforms. AMMs can seed liquidity for long-tail, early-stage markets via token inventories, but as trade sizes rise, their scarcity-based pricing can increase slippage risk. CLOBs tend to perform better in deeper, more liquid markets, limiting the order's immediate impact on large, established equities. The exemption also imposes operating guardrails: TSVs face limits on the number of symbols and trading volume, must provide token holders shareholder rights and dividends equivalent to those of the underlying shares, must run auditable and publicly available AMM smart contracts deployed on a public blockchain, and must publicly disclose operational and trading information. Coinbase positioned to gain most Within Goldman's coverage, Coinbase (COIN) and Robinhood (HOOD) are seen as potential builders of a U.S. tokenized stock market. Goldman expects COIN to benefit most, citing that its tokenized stock brokerage product already aligns with many of the exemption's requirements, including pass-through shareholder rights and dividend economics comparable to underlying shares. As a result, COIN could offer tokenized stocks in the U.S. with limited technology upgrades. Goldman also pointed to COIN's tokenization platform and custody capabilities, which could allow it to benefit if other firms use the exemption framework to launch tokenized stock offerings. If COIN sought to operate a tokenized stock exchange directly under the exemption, Goldman said it would need to develop new exchange technology because its current exchange infrastructure is based on a CLOB. Goldman added that COIN routes brokerage trades to decentralized exchanges, many of which use AMMs and could qualify under the SEC's order. For HOOD, Goldman noted its current tokenized stock offering is available only in Europe and relies on non-native tokenization, leaving it outside the exemption's scope. HOOD would need to build a new compliant tokenized stock product. Goldman also said on-chain trading of tokenized equities could increase adoption of tokenized cash for settlement, potentially lifting stablecoin usage. That dynamic could benefit Circle (CRCL), issuer of USDC, as well as COIN, which derives meaningful economic benefits tied to USDC. Traditional exchanges seen at limited risk Goldman expects limited direct competitive threat to traditional exchanges from the exemption. Nasdaq (NDAQ) and the New York Stock Exchange (ICE) already operate registered national securities exchanges and do not need an exemption from the definition of "exchange" to list or trade tokenized stocks. Both are pursuing tokenization within existing market infrastructure rather than via TSV structures. Nasdaq received SEC approval in March 2026 to run a pilot allowing tokenized versions of DTC-eligible securities to trade on the same order book, with DTC handling tokenization and settlement. The program covers Russell 1000 constituents and index ETFs for three years. NYSE is pursuing a similar direction, developing a standalone platform aimed at 24/7 trading, instant settlement, and stablecoin financing, though it still requires regulatory approval. Goldman argued traditional exchanges retain a structural edge in the most liquid names because tokenized orders on Nasdaq and NYSE can interact with traditional shares on the same order book. By contrast, TSV tokenized stocks face symbol and volume constraints and can be restricted to permitted participants. The DTC pilot universe—Russell 1000 constituents and major index ETFs—also sits in the deep-liquidity segment where CLOBs typically outperform AMMs. Legislation still the decisive factor Goldman characterized the SEC order as another step toward regulatory clarity for digital assets from both the SEC and CFTC. The SEC had previously proposed, in August 2026, a framework that would exempt smaller projects from certain token-offering requirements. On September 17, the CFTC issued a no-action position that would exempt self-custody wallet developers from registering as introducing brokers. Goldman said both agencies have signaled an intent to move toward more comprehensive digital asset regulation. Even so, Goldman cautioned that regulatory actions lack durable legislative backing and could be reversed or reshaped by future regulators. The bank said broad adoption of digital assets would likely require legislation, citing the CLARITY Act, which failed a procedural Senate vote on September 15. Goldman concluded that the competitive outcome of the SEC's exemption order is more favorable than sweeping tokenization legislation. If the CLARITY Act were to pass and accelerate adoption, traditional exchanges could face greater competitive pressure. By keeping AMM requirements and issuer veto rights in place, the exemption framework limits near-term proliferation of tokenized stocks and should have only a modest effect on traditional exchange volumes. Goldman's framing: the order opens the door to tokenized stocks, but the AMM requirement and issuer veto keep it only slightly ajar. If issuers frequently opt out of tokenization, or if the CLARITY Act regains momentum, the long-term value of the exemption framework could shift materially. Disclaimer This article is compiled and interpreted by Chaoxiang Research based on a third-party brokerage research report (Goldman Sachs, September 18, 2026) and publicly available market information. Any ratings, price targets, earnings forecasts, and related judgments cited reflect the views of the brokerage's analysts and represent only their institution's position. They do not represent the views of Chaoxiang Research and do not constitute investment advice. 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