Who Can Buy Tokenized Stocks, and What Do You Actually Own?
We read the terms behind xStocks, Robinhood's stock tokens, Dinari dShares and Ondo Stocks. Most are closed to US persons, and most holders own a claim, not a share.
Key facts
- Five of the six tokenized-stock products we read are closed to US persons by their own terms: xStocks, both Robinhood products, Dinari's non-US dShares and Ondo Stocks.
- Of the six, the only one open to US residents is Dinari Securities, an SEC-registered broker-dealer. There the customer owns the stock in a brokerage account, and the token is a record of it, Dinari says.
- Some issuers use the US tax definition of a US person, which includes US citizens living abroad. Robinhood's EU client agreement does.
- Everywhere else, the holder does not own the share. xStocks, Robinhood's Jersey-issued Stock Tokens and Ondo Stocks are debt instruments. Robinhood's EU app tokens are contracts with Robinhood. None gives shareholder votes.
- Buying a token on an exchange does not make you eligible to redeem it. Each issuer redeems only for holders who pass its identity checks. Robinhood's Jersey issuer normally redeems only through one appointed firm.
- Checks on the backing differ: daily for Ondo, by its own account; a report due within three months of the financial year end for Robinhood's Jersey tokens; an issuer-run live feed for xStocks; an unnamed Big 4 firm for Dinari, by its own account.
A tokenized stock is a token on a blockchain whose price follows a listed share, such as Apple or Tesla. The token is usually not the share. More often it is a debt claim on a company in Jersey or the British Virgin Islands, or a contract with a broker. The product page rarely says which. The legal documents do.
We read the documents behind four brands: Backed Finance’s xStocks, Robinhood’s stock tokens, Dinari’s dShares and Ondo Stocks. Robinhood and Dinari each sell two legally different products under one name, so the count is six. For each one we asked our usual four questions. What backs it? Who holds the backing? Who checks it? Who can actually buy or redeem it?
Everything below comes from the companies’ own terms, prospectuses and help pages, a distributor’s disclosures, regulator records, and US law for the definitions. We opened them on October 18, 2026. Where a statement is a company’s claim, we say so. Sources are listed at the end.
The short answer for US readers
Five of the six are closed to US persons. That rule is written into each one’s terms, not just its marketing. The sixth, open to US residents, is Dinari Securities, a US broker-dealer. There you buy the stock itself, and the token is a record of it.
| Product | Issuer, or who owes you | Can a US person buy it? | What you hold | Shareholder votes? | Dividends |
|---|---|---|---|---|---|
| xStocks | Backed Assets (JE) Limited, Jersey | No | A tracker certificate, a kind of debt instrument | No | Reinvested; your token balance rises |
| Robinhood Classic Stock Tokens (EU app) | Robinhood Europe, UAB, Lithuania | No. EU and EEA residents only | A derivative contract with Robinhood | No | Robinhood pays a matching cash amount |
| Robinhood Stock Tokens (Robinhood Chain) | Robinhood Assets (Jersey) Limited | No | A tokenized debt security | No | Reinvested through a multiplier |
| Dinari dShares outside the US | Dinari, Inc. | No | A token tied to shares Dinari holds. A claim to their value, not title. | No | Paid in a stablecoin, minus a 5% fee |
| Dinari dShares through Dinari Securities | Dinari Securities, LLC, a US broker-dealer | Yes, for US residents | The stock, in your brokerage account. The token is a record. | Proxy voting through the broker | Paid in USDC |
| Ondo Stocks | Ondo Global Markets (BVI) Limited | No, not even on exchanges | A structured note, a kind of debt instrument | No | Reinvested, after withholding tax |
What “US person” means, and why it can be wider than you think
Most of these issuers rely on Regulation S. That is an SEC rule for securities sold outside the United States without US registration. Its definition of a US person starts: “Any natural person resident in the United States.” It also covers US companies and some trusts and accounts.
Some issuers go further. Robinhood’s EU client agreement makes customers confirm they are not a US person under the US tax code. That definition includes “a citizen or resident of the United States.” So a US citizen living in Paris does not qualify. Backed’s legal-documents site, which blocked us, says its products are prohibited for US citizens, US residents, and anyone otherwise taxable in the US.
Two practical points follow. First, a token you can see on an exchange is not always one you may hold. Ondo’s eligibility page says US persons may not even acquire its tokens. Second, the rules for buying and the rules for redeeming are different. We cover redemption product by product below.
xStocks (Backed Finance)
Who issues it. Backed Assets (JE) Limited, a company in Jersey. Its documentation calls it a special purpose vehicle, a company set up only to issue and redeem xStocks. It says the company is registered with the Jersey Financial Services Commission and holds the consents Jersey requires to issue tokens.
Who owns it. The issuer’s parent is Backed Finance AG. A subsidiary of Payward, Inc. bought all of Backed Finance AG around January 5, 2026, the base prospectus says. Payward is the company behind the Kraken exchange. Kraken’s website lists both Kraken and xStocks as Payward brands. The prospectus says the issuer has no employees beyond directors supplied by its administrator. It relies on the Payward group’s systems to issue tokens. Payward has not guaranteed the issuer’s obligations, the prospectus adds.
Who may buy. Not US persons. The xStocks terms of service say the tokens “may not be offered, sold or delivered within the US” to US persons. They also say the tokens may go “only to transferees that are Non-U.S Persons.” That second rule is not limited to sales inside the US. The xStocks site says they are not currently available in the United Kingdom either. Kraken, Payward’s exchange, sells xStocks to its own customers. Its risk disclosure says its retail offer excludes the US, Canada, the UK and Australia. In the EU, Kraken offers them through a Cyprus investment firm, the xStocks site says.
What you hold. A tracker certificate. That is a bearer debt instrument whose value follows the share. The issuer’s documentation says it “does not confer shareholder voting rights.” Kraken’s disclosure adds that holders have no legal claim to the underlying shares.
The issuer’s finances. Because an xStock is a debt claim on Backed Assets (JE) Limited, the issuer’s health matters. Its base prospectus says it lost $2,802,491 in 2025 and ended the year with negative equity of $3,210,363. It also expects to lose about $3.4 million more in the twelve months to May 2027. The prospectus says Payward agreed in January 2026 to cover the issuer’s ongoing costs. It also says neither Payward nor its Irish subsidiary has guaranteed the issuer’s obligations or is required to support it. The issuer’s auditor found no material uncertainty about whether it can keep operating for at least twelve months.
Dividends. Not paid out in cash. Each dividend is reinvested in more shares of the same stock, after withholding tax. Your token balance rises through a “multiplier.” On Solana and TON, the balance on the blockchain stays the same, and wallets show the adjusted amount. Stock splits work the same way.
Backing and who checks. Backed says each token is backed one-for-one by the share. It says the shares sit with regulated custodians and brokers, in separate accounts for each product. A three-party agreement lets an independent security agent take control of those accounts if the issuer defaults. The agent can then sell the shares and pay holders, the documentation says.
Backed also publishes a live reserve feed. At 00:53 UTC on October 19, 2026, the evening of October 18 in California, it showed 192,508 Tesla shares held against 192,495.34 TSLAx tokens in circulation. It named the provider as “Alpaca.” That is the issuer’s own data, not an accountant’s report. We explain the difference in Attestation, Audit, or Proof of Reserves. We found no accountant’s report on the reserves. The base prospectus says the issuer’s 2024 and 2025 financial statements were audited. It names Grant Thornton Limited in Jersey as the auditor. That audit covers the company’s yearly accounts. The prospectus describes no separate accountant’s check of the shares behind the tokens.
Redeeming. Only directly with the issuer, after its identity checks. These are often called KYC, for “know your customer.” The minimum is $5,000. Backed’s FAQ says retail holders may legally redeem on those terms. Kraken says redeeming with Backed costs an extra fee. Backed says issuance and redemption run on US market business days, normally 24 hours a day, five days a week.
The prospectus. For sales in the EU, xStocks are issued under a base prospectus approved by Liechtenstein’s Financial Market Authority (FMA). The FMA’s certificate dates the current one May 8, 2026. It approved a supplement on August 4, 2026. Backed’s own legal-documents site returned an “Access Restricted” page from the US. Romania’s financial regulator, the ASF, posts a full copy of the May 8 base prospectus. Its list of products names xStocks such as AAPLx, the Apple token. We read that copy. We did not read the August 4 supplement.
Robinhood: two different products
Robinhood uses the name “stock tokens” for two things. Legally, they are not the same.
Classic Stock Tokens, in the Robinhood EU app
Who may buy. Customers of Robinhood Europe, UAB, a Lithuanian investment firm supervised by the Bank of Lithuania. Its client agreement, last updated October 15, 2026, says its services are only for eligible residents of the EU and the European Economic Area (EEA). Customers must confirm they are not a US person under the US tax code.
What you hold. A derivative contract with Robinhood Europe. A derivative is a contract whose value comes from something else, here a US share or fund. Robinhood’s key information document says holding it “does not mean you own any shares.” It gives no voting rights. You cannot redeem it for shares.
The token is only a record of your contract. Robinhood’s documents say it cannot be transferred or sent to outside wallets.
Dividends. When the share pays a dividend, Robinhood pays you a matching cash amount. Robinhood says this is “not considered dividends in the usual sense.”
Backing and who checks. Robinhood says it hedges by buying the shares for its own account, one for one. Its EU page says those shares are owned by Robinhood and held with a US-licensed institution. Robinhood Europe is your only counterparty. Its key information document says the product is not covered by an investor compensation scheme. If Robinhood Europe cannot pay, you could lose your entire investment, the document says. It rates the product 7 on a 7-point risk scale. Robinhood Europe’s 2025 financial statements were audited by Ernst & Young Baltic.
Getting out. You ask Robinhood, in the app, to buy the contract back at the quoted price, less fees. Robinhood says it charges a 0.1% currency-exchange fee each way. Its key information document says it may suspend the closing of positions, for example after unexpected market moves.
Stock Tokens on Robinhood Chain
Who issues it. Robinhood Assets (Jersey) Limited. It issues under a base prospectus dated June 25, 2026, approved by Liechtenstein’s FMA. The issuer’s own site says: “The Issuer is not regulated.” It holds consents from Jersey authorities, which the prospectus says do not give it regulated status.
Who may buy. Not US persons. The issuer also restricts sales in Canada, the UK and Switzerland. It bars investors in 11 countries, including Russia, Iran and North Korea.
What you hold. A tokenized debt security. Under the prospectus, the issuer owes you a cash amount based on the share price, minus fees. You get no ownership of the share and no vote. Unlike the app tokens, these move freely on Robinhood Chain.
Dividends. Reinvested. A multiplier raises how much stock each token represents, the issuer’s FAQ says.
Backing and who checks. The final terms for the Apple token name Alpaca Securities LLC in New York as broker and custodian. They also allow the shares to be lent to a “prime borrower,” which must post collateral in return. Security Agent Services AG of Zug, Switzerland, is both the security agent and the verification agent. The prospectus says the agent’s verification results will be published within three months of the issuer’s financial year end. It does not say how often the agent checks.
Redeeming. Only an “authorised participant” can buy new tokens from the issuer or redeem them in the normal course. That is a firm the issuer appoints. Today there is one: Bitstamp Global Ltd, in the British Virgin Islands. An ordinary holder can redeem directly in two cases. One is if every authorised participant has failed or quit and none is replaced within 30 days. The other is if the issuer announces it will allow direct redemptions. Otherwise, you sell on the market. For the Apple token, redemptions were free for the first 90 days. The issuer’s fee is now 0.05%. Under the final terms, that fee applies from September 23, 2026.
Dinari: one name, two legal products
Dinari’s own disclosures say its US and non-US products are separate. The non-US tokens are products of Dinari, Inc., and US persons cannot get them through its US platform.
dShares outside the United States
Who may buy. Not US persons. Dinari, Inc. sells these under terms dated December 26, 2025, relying on Regulation S. Buyers certify they are not US persons. The terms exclude the US, Canada, North Korea, Cuba, Syria, Iran, Sudan and Crimea, among other places. Dinari’s FAQ says dShares are offered in “over 85 jurisdictions outside the United States.” Its homepage says “92 jurisdictions including the U.S.” We report both as we found them.
What you hold. A token tied to shares that Dinari holds. The terms say you have no claim to title to the share, only to its value. Dinari’s FAQ asks, “Do I own the actual shares?” The answer begins “No.” The terms say Dinari does not support voting rights for token holders. Dinari’s homepage says dShares “aren’t like stocks. They are stocks.” The terms and FAQ describe something narrower for buyers outside the US.
Dividends. Paid in a dollar stablecoin. Dinari’s FAQ says payouts are net of a 5% dividend fee.
Backing and who checks. The terms say the shares sit in accounts in Dinari’s name, held for the token program through a Bermuda segregated accounts company. Dinari’s dShares page names Alpaca Securities LLC as custodian. Dinari says an independent “Big 4” accounting firm audits the reserves. It does not name the firm. The transparency page we opened showed market prices, not a reserve report.
Redeeming. Holders who have passed Dinari’s identity checks can ask it to buy tokens back. Dinari sells the shares and pays you what it receives, less fees, in a stablecoin.
dShares through Dinari Securities, for US customers
Who may buy. US residents. Dinari Securities, LLC is a broker-dealer registered with the SEC and a member of FINRA. FINRA is the industry’s self-regulatory body. It supervises its member brokers under SEC oversight, and says it is not part of the government. FINRA’s BrokerCheck lists its approval date as June 20, 2025. Its customer agreement requires customers to be US residents.
What you hold. The stock, in an ordinary brokerage account carried by Alpaca Securities. Dinari’s disclosures call the dShare here “a secondary recordkeeping token.” If the blockchain record and your account statements differ, the statements win. The customer agreement mentions proxy voting in its section on fractional shares. A vendor collects those votes, and the agreement warns they may not be fully counted.
Limits. Dinari’s partner guide says tokens issued to US customers cannot currently be transferred or used in DeFi apps. DeFi means “decentralized finance,” lending and trading run by code on a blockchain. Dinari’s broker disclosures do let customers move dShares to a self-custody wallet they register with Dinari. The Dinari app showed a $5,000 daily purchase limit for US customers. SIPC, the fund that protects customers when a US broker fails, covers up to $500,000 in a brokerage account, the app says. It also says SIPC does not cover dShares moved to a self-custody wallet.
Dividends. Credited as USDC, a dollar stablecoin.
Getting out. You sell the stock in your account, as with any broker.
Ondo Stocks (formerly Ondo Global Markets)
Who issues it. Ondo Global Markets (BVI) Limited, a special purpose vehicle in the British Virgin Islands. Ondo says it is 90.01% owned by Flux Finance Inc., a subsidiary of the Ondo Foundation, and 9.99% by Ondo Finance Inc.
Who may buy. Not US persons. Ondo’s eligibility page says people in the US, and US persons under Regulation S, may not subscribe for, acquire or redeem Ondo Stocks. Canada, Russia, Iran and several other places are also barred.
Many other places are limited to professional or wealthy investors. In the EEA and the UK, a buyer must be a “professional client” or “qualified investor.” Ondo’s summary of that test is meeting two of three conditions, such as a €500,000 portfolio. Singapore, Hong Kong, Malaysia and Brazil have similar tests. In Switzerland, individuals cannot buy at all.
Anyone who buys on an exchange is deemed to declare they are not a barred person, Ondo’s terms say.
What you hold. A structured note, a debt instrument whose value follows the share. Ondo says holders do not get “shareholder voting rights” or other shareholder rights. Swiss law governs holders’ rights. Ondo’s published terms for exchange buyers also limit what holders can recover from the issuer to what the collateral brings in.
Dividends. Reinvested in the share, after withholding tax. Ondo says tax is withheld at 30% on dividends from US companies, because its issuer is based in the BVI. In its own example, a $1 dividend becomes $0.70 reinvested.
Backing and who checks. Ondo says each token is fully backed by the share, plus cash in transit, with extra collateral on top. It says the shares sit with US-registered broker-dealers. Ankura Trust Company is both security agent and verification agent. Ondo says Ankura verifies the holdings every day. Ondo says those daily reports are on its asset pages. Those pages block US visitors, so we could not open them.
Redeeming. Into stablecoins only: Ondo’s own USDon, or USDC, from $1. Ondo says it does not currently pay redemptions in dollars by bank wire. Only holders who have completed Ondo’s onboarding and been found eligible can redeem. If you bought on an exchange and cannot onboard, Ondo says your options are to keep the tokens or sell them.
The offering documents. Ondo says it gives its offering documents only to investors who complete onboarding. We could not read them.
What these products have in common
- The issuer’s identity check is the gate. Every issuer here redeems only for holders who pass its checks. Buying on an exchange skips that step, but it does not make you eligible to redeem. If the issuer will not deal with you, selling is your only exit.
- “Backed one-to-one” describes the collateral, not your ownership. Outside the Dinari Securities account, the shares are held for the issuer or the broker, not in your name.
- None of the offshore products gives shareholder votes. Only the US brokerage route describes proxy voting.
- Approval of a prospectus is not a seal of quality. Robinhood’s prospectus says the FMA’s approval is “not to be considered as an endorsement of the Issuer.”
What we did not check
We did not buy, hold or redeem any of these tokens. Ondo’s offering documents and daily reports were closed to us from the US. Backed’s own site also blocked us. We read its base prospectus in the copy Romania’s ASF posts, but not the August 4 supplement. We found no published reserve report from Dinari’s accounting firm. Eligibility lists and fees change. Everything here reflects the documents as we read them on October 18, 2026.
This article explains how these products work. It is not advice to buy, sell or hold any of them.
Sources
- Product Legal Overview, xStocks Docs (accessed October 17, 2026)
- Frequently Asked Questions, xStocks Docs (accessed October 17, 2026)
- Dividends and Stock Splits, xStocks Docs (accessed October 17, 2026)
- Issuance and Redemption, xStocks Docs (accessed October 17, 2026)
- xStocks Terms of Service (PDF), Backed Finance AG (accessed October 17, 2026)
- xStocks website disclosures, xStocks (accessed October 17, 2026)
- xStocks Risk Disclosure, Kraken (accessed October 17, 2026)
- Public proof-of-reserves API, TSLAx (queried 00:53 UTC, Oct. 19, 2026), xStocks (accessed October 17, 2026)
- Legal documentation (returned an Access Restricted page from the US), Backed Assets (accessed October 17, 2026)
- Certificate of Approval of a Base Prospectus, Backed Assets (JE) Limited, 8 May 2026 (copy hosted by Romania's ASF), Financial Market Authority Liechtenstein (accessed October 17, 2026)
- Certificate of Approval of a Supplement, Backed Assets (JE) Limited, 4 August 2026 (copy hosted by the MFSA), Financial Market Authority Liechtenstein (accessed October 17, 2026)
- Base Prospectus for the issuance of tokenized securities, 8 May 2026 (copy hosted by Romania's ASF), Backed Assets (JE) Limited (accessed October 17, 2026)
- Key Information Document, US-listed Share / ETP Derivative (1 July 2026), Robinhood Europe, UAB (accessed October 17, 2026)
- Description of Services, Financial Instruments and Risks (from 1 July 2026), Robinhood Europe, UAB (accessed October 17, 2026)
- Client Agreement (last updated 15 October 2026), Robinhood Europe, UAB (accessed October 17, 2026)
- Classic Stock Tokens, Robinhood EU (accessed October 17, 2026)
- Independent auditor's report and financial statements for 2025, Robinhood Europe, UAB (accessed October 17, 2026)
- About Robinhood RHJ (issuer site), Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Stock Tokens FAQ, Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Product details and investor fee rate, Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Service Provider Details, Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Restricted Jurisdictions, Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Base Prospectus, Tokenised Products Programme (25 June 2026), Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Final Terms, Series 14, linked to Apple Inc. (25 June 2026), Robinhood Assets (Jersey) Limited (accessed October 17, 2026)
- Dinari homepage, Dinari (accessed October 17, 2026)
- How dShares Work, Dinari (accessed October 17, 2026)
- FAQs, Dinari Docs (accessed October 17, 2026)
- Dinari, Inc. Terms and Conditions (12.26.25), Dinari (accessed October 17, 2026)
- US Customers (partner guide), Dinari Docs (accessed October 17, 2026)
- Dinari Securities disclosures, Dinari Securities, LLC (accessed October 17, 2026)
- Terms of Service and Customer Agreement (last updated July 21, 2026), Dinari Securities, LLC (accessed October 17, 2026)
- Dinari app, transparency page and footer disclosures, Dinari (accessed October 17, 2026)
- BrokerCheck: Dinari Securities, LLC (CRD 329672), FINRA (accessed October 17, 2026)
- About FINRA, FINRA (accessed October 17, 2026)
- Ondo Stocks, Ondo Finance (accessed October 17, 2026)
- Legal & Regulatory, Ondo Docs (accessed October 17, 2026)
- Eligibility, Ondo Docs (accessed October 17, 2026)
- Secondary Market Restrictions, Ondo Docs (accessed October 17, 2026)
- Trust & Transparency, Ondo Docs (accessed October 17, 2026)
- Investing & Redeeming, Ondo Docs (accessed October 17, 2026)
- Fees & Taxes, Ondo Docs (accessed October 17, 2026)
- 17 CFR 230.902, Regulation S definitions, eCFR (accessed October 17, 2026)
- 26 U.S. Code § 7701, definitions, Legal Information Institute, Cornell Law School (accessed October 17, 2026)
Not investment, legal, or tax advice. Spotted an error? corrections@tokenizedwire.com. See our corrections policy.