Tokenized Stocks: Who Owns the Shares—and Who Bears the Risk? Interview with Nicola Masella, Storm Partners

Do You Actually Own the Stock? Nicola Masella on the Promise—and Perils—of Tokenized Shares

Nicola, Robinhood offered tokens linked to OpenAI, and OpenAI publicly pushed back. What happened?

In the summer of 2025, Robinhood promoted tokens linked to OpenAI and SpaceX to eligible European customers. OpenAI responded that it was not involved, did not endorse the offering and had not approved a transfer of its equity.

The episode exposed a question that runs through this market: does buying something with a company’s name on it make you an investor in that company? With tokens, the answer can be much less obvious than the name suggests.

These products are part of the “real-world assets” trend. What does that actually mean?

The idea is to represent assets, or rights connected to them, through digital tokens on a blockchain. That can include shares, bonds or investment funds.

But “token” describes the technology, not everything you legally own. One token may represent a share. Another may represent an indirect interest in shares held by a custodian. A third may simply be a financial contract whose value follows a share price.

They can look very similar on a phone screen while giving their owners very different rights.

So when someone buys a Robinhood stock token, are they buying a share?

We need to distinguish its products.

Robinhood’s European “Classic Stock Tokens” are contracts with Robinhood that track stock prices. They do not give customers rights to the underlying shares.

Its newer Jersey-issued “Stock Tokens” are described as debt securities. Their holders have an investment linked to the underlying stock, but do not acquire legal or beneficial ownership of that stock.

In everyday language, you can gain exposure to a company’s performance without becoming its shareholder. The product name alone does not tell you which position you are in.

But if there is a real share backing every token, why does the distinction matter?

Because “the share exists” and “the share belongs to you” are two different statements.

Backing is important: it tells you something about the assets supporting the investment. Ownership tells you what rights you can exercise, against whom, and what happens if something goes wrong.

The practical questions are straightforward. Can you vote? Are you entitled to the share itself, or only to a payment? What happens if the token issuer fails? Two products following the same stock price can produce very different answers.

Could the underlying company be doing well while the token investor still loses money?

Yes. Depending on the structure, the investor also depends on the firm standing between them and the underlying asset.

Robinhood’s European disclosures expressly warn about losses from its insolvency. For its Jersey-issued tokens, Robinhood describes a different protection: an independent security agent would sell the backing shares and arrange payments to tokenholders if the issuer became insolvent.

That is why the bankruptcy provisions deserve attention before anything goes wrong. You want to know who owes you what, which assets support that obligation, and how you would recover your money.

Here is another strange feature: American stocks, an American brand, but Americans cannot buy some of the tokens. Why?

Because permission to offer a financial product depends on where it is sold and to whom.

Robinhood’s Jersey-issued stock tokens are not registered under U.S. securities laws and exclude U.S. persons. There are restrictions in other countries too.

The United States has longstanding rules allowing certain securities offerings offshore, subject to conditions. But operating abroad does not automatically give a company permission to sell the same product to American retail investors.

A blockchain may be accessible around the world. The legal permission to sell an investment still has borders.

Has the SEC now given this market the green light?

It has opened a significant new route. On 17 September, the SEC granted temporary exemptions allowing certain blockchain-based venues and liquidity providers to operate under specific conditions.

But the boundaries are central to the story. The relief is time-limited, restricts the scale of trading, and requires qualifying stock tokens to preserve the rights attached to the traditional shares. It does not cover products that merely provide synthetic exposure to stock prices.

So an announcement about tokenized-stock trading should not be read as approval of every product sold under the “stock token” label.

We keep hearing about SEC exemptions and “no-action letters.” Are these all the same thing?

No, and that distinction matters.

An exemption formally relaxes particular legal requirements under stated conditions. A no-action letter is narrower: SEC staff says it would not recommend enforcement over specified conduct on the facts presented.

For example, the SEC staff gave DTC, a major part of America’s securities infrastructure, conditional no-action relief for a tokenization service. That position can be changed or withdrawn.

There is also the established-exchange route. The SEC approved Nasdaq rules for eligible tokenized shares that retain the same shareholder rights and trade alongside their conventional equivalents. That shows how tokenization can develop within familiar investor protections.

Returning to the OpenAI controversy: should a company be able to stop someone tokenizing its shares?

There are different situations. Transferring a company’s actual shares raises different questions from creating a separate financial product that tracks their value. We should also distinguish legal permission from company endorsement.

The SEC’s new exemption includes a concrete safeguard: for certain third-party tokenized shares, the trading venue must notify the underlying company and give it a 30-day opportunity to object before trading starts. That mechanism applies to this particular framework.

For the public, the immediate lesson is simple: a company’s name on a token does not establish that the company issued or endorsed it.

Europe is often presented as more welcoming. Has its new crypto law made these products possible?

Europe has created a clearer framework for many crypto activities, but there is an important distinction.

Its crypto regulation, MiCA, excludes tokens that qualify as financial instruments. Those products come under the relevant securities rules. So “we have a crypto licence” does not, by itself, answer whether a business can offer a stock-linked investment.

The useful question is: “Which company is providing this particular product, and what permission does it have?” A regulated brand can offer several services under different licences.

What about the promise of trading stocks around the clock?

Longer trading hours can be useful, especially for people in different time zones. But being able to place a trade is not the same as being able to sell a large amount at a good price.

Robinhood itself warns that extended-hours trading can involve thinner liquidity and wider price differences.

Nor does putting a security on a blockchain automatically make settlement instant. The Nasdaq model approved by the SEC retains next-business-day settlement.

We should judge each promise separately: trading hours, execution price, settlement and the ability to get money out.

Do you see this as a useful innovation?

Yes. Easier transfers, broader access and more efficient administration are worthwhile goals. But the benefit should be understandable to the person buying the product.

My test would be three questions: What do I own? Who owes me something? How do I get my money back?

A good product should make those answers easy to find and easy to understand. The most convincing evidence of progress will be ordinary investors gaining useful new capabilities while clearly understanding their rights.