On 28 January 2026 the US Securities and Exchange Commission (SEC) affirmed that tokenised securities are still securities, and in May it unveiled the most extensive revision to the registered-offering regime in over two decades. The proposals target the over-the-counter (OTC) market, where more than 12,000 securities are currently traded.
What the SEC is doing
The agency's draft rule would extend shelf-registration and at-the-market capital-raising options to roughly 81% of public companies. In practice, this would let growth-stage firms that normally rely on private placements raise money through a transparent, public process. The change follows a broader SEC agenda that also confirmed tokenised securities remain within its regulatory scope.
Why the change matters for investors and issuers
For decades the OTC market operated with limited disclosure requirements, epitomised by the mid-20th-century "Pink Sheets", printed lists of broker-dealer quotes with little standardised information. The electronic revolution, beginning with Nasdaq's 1971 launch of the first electronic quotation system, introduced real-time price transparency. OTC Markets Group built on that foundation, offering a digital platform where companies publish financial data and meet ongoing disclosure standards to qualify for the OTCQX or OTCQB tiers.
In the first half of 2026, OTC Markets Group reported $453 billion in trade volume, on track for $900 billion for the full year, with international issuers accounting for nearly 95% of the dollar flow. By widening the pool of companies eligible for public-capital tools, the SEC's proposal could reduce reliance on discounted private placements, lower dilution for existing shareholders and enhance price discovery across a broader set of securities.
What may happen next
If the SEC finalises the shelf-registration reform, thousands of growth companies could access a public market that offers greater transparency and investor confidence. Market operators are already preparing the infrastructure needed to support digital-asset securities, ensuring that the long-standing principles of fair dealing and material disclosure extend to new technology-driven instruments.
the reform aims to preserve the democratic ethos of public markets, that ordinary citizens can own a stake in emerging enterprises, while adapting the regulatory framework to modern capital-raising methods. The next steps will involve a public comment period, followed by potential rulemaking and implementation, which could reshape the landscape of US OTC trading in the years to come.