The AMC row with Robinhood is being read as a meme-stock sequel. It is not. It is the first live test of a question no listed company has had to answer in public: does an issuer have any say over synthetic exposure to its own shares? On 3 September 2026, AMC chief executive Adam Aron attacked Robinhood on X for issuing a token tracking AMC without consent, calling the practice “contemptible, outrageous, disgusting, detestable, inexcusable, vile” and describing an offshore “quasi-fake market” run from Jersey. Robinhood refused to stop. Its position is that Stock Tokens are tokenised debt securities issued by Robinhood Assets (Jersey) Limited, a separate offshore entity, giving holders economic exposure with no legal or beneficial ownership and no vote. That is not a novel argument. It is the one European contract-for-difference providers have relied on for two decades, and no issuer has ever held a veto over it.
The insight: brokers have sold this instrument for twenty years without a blockchain
Every broker reading this already operates on the far side of the line AMC is trying to draw. A CFD on AMC gives the client the price move, the dividend adjustment and the leverage, and the issuer nothing to object to. The client is not on the register, cannot vote, and has no claim against AMC. AMC has never told IG Group, Plus500 or CMC Markets to cease and desist, and would have lost if it had. Robinhood’s Stock Token is the same instrument with three changes: an ERC-20 wrapper instead of a bilateral contract, exposure transferable to anyone with a wallet, and retail-first global distribution rather than an appropriateness-tested account. Strip out the blockchain and the fight is about disclosure, corporate actions, transferability and where the US Securities and Exchange Commission draws its perimeter. Our earlier report on Aron’s legal threat against Robinhood covered the events; this covers what they mean for operators.
Key facts
- Robinhood’s product page advertises “190+ Stock Tokens”; RWA.xyz counted 189 Robinhood assets worth $140.1m on 9 September 2026, and the HoodL2 registry counted 194 on 4 September.
- The issuer, Robinhood Assets (Jersey) Limited, company number 162428, states in its own base prospectus that it “will operate without supervision by any authority in any jurisdiction.”
- The tokens are excluded from four markets – the US, Canada, the UK and Switzerland – and are unregistered under the US Securities Act of 1933.
- AMC closed +4.33% at $2.65 on 4 September 2026 after touching $2.80 intraday, from a $2.54 close on 3 September. Robinhood closed -2.09% at $122.11 (stockanalysis.com).
- AMC token supply reportedly grew about 850%, from 157,844 to roughly 1.5 million tokens in 18 hours – still only one token per 600 of AMC’s 892.6 million shares.
- Estimates of the tokenised stock market run from $2.93bn (RWA.xyz, 9 September 2026) to $13.4bn (The Block, 1 September) – a 4x spread caused by definitional disagreement, not bad data.
- No SEC filing of any type containing the phrase “stock tokens” was lodged on EDGAR between 1 and 9 September 2026.
1. What Robinhood’s Stock Tokens actually are, legally and mechanically
The legal characterisation matters more than the technology. Per Robinhood’s documentation, Stock Tokens are “tokenised debt securities” issued by Robinhood Assets (Jersey) Limited, or RHJ, which “provide economic exposure to underlying securities” but “do not grant investors any legal or beneficial rights in, or against the issuer of, those underlying securities.” A holder owns a limited-recourse debt claim against a Jersey company whose value references a US share price. Nothing on AMC’s register changes.
It is also more layered than “an offshore entity”: the vehicle is Jersey, the June 2026 base prospectus was approved by the Financial Market Authority Liechtenstein and passported into 29 EEA states, and the instruments are governed by Swiss law. Three jurisdictions, none American.
Robinhood also runs two products under nearly the same name. The older EU offering, “Classic Stock Tokens”, is by Robinhood’s own description a derivative contract with Robinhood Europe, UAB, non-transferable off-platform. The Jersey Stock Tokens are the transferable, debt-security version. One firm, one exposure, two legal wrappers – good evidence the wrapper is a packaging choice, not a difference in kind.
The mechanics brokers should note
Tokens are ERC-20 contracts on Robinhood Chain, an Ethereum layer-2 on Arbitrum’s dedicated-chain stack, priced by Chainlink oracles. Corporate actions are not handled by reissuing tokens: an on-chain multiplier adjusts the share-equivalent exposure per token while the raw balance stays static until redemption. That is how dividends and splits are absorbed without touching wallet balances, and it is invisible to a retail holder who does not know to call uiMultiplier() – precisely the disclosure gap a regulator will probe.
One point cuts against the framing that these are “fake shares”: Robinhood states the tokens are backed 1:1 by the underlying equity at a US custody partner, with Alpaca Securities LLC as broker and custodian, Bitstamp Global Ltd as authorised participant and JPMorgan’s London branch providing the paying account. A fully collateralised note is a stronger structure than an uncollateralised CFD, not a weaker one.
2. The response from issuers, exchanges and rival platforms
Robinhood answered within a day, and not gently. Chief executive Vlad Tenev replied to Aron’s post with one question, “What’s the concern?”, then posted “We stand behind Stock Tokens.” Aron escalated on 4 September, calling the concerns “almost existential” and asking counsel “whether we can force you to stop.”
“We know a little something about the U.S. securities laws and will not ‘DECIST.’ Send your lawyers and we’ll educate them.”
Dan Gallagher, Chief Legal, Compliance and Corporate Affairs Officer at Robinhood Markets, on X, 4 September 2026. Gallagher was an SEC Commissioner from November 2011 to October 2015.
Aron is a year late to his own argument
AMC’s complaint was already filed with the SEC – by Nasdaq, in September 2025. In the filing that became SR-NASDAQ-2025-072, the exchange said European platforms were “offering shares of U.S. equities to European investors without the prior knowledge or consent of the issuers of those securities,” and that “tokenizing securities should not occur in a manner that deprives issuers of their ability to determine where and how their shares trade.”
SIFMA went further in a December 2025 letter to the SEC’s Crypto Task Force, asking “whether issuers must consent to third-party tokenization, similar to practices for sponsored American Depositary Receipt (‘ADR’) models.” That is the AMC dispute, framed nine months early by the US securities industry’s own trade body.
The contrast with the compliant route is stark. When the SEC approved Nasdaq’s tokenised trading rules in March 2026, it required a tokenised share to be fungible with, share the same CUSIP and symbol as, and afford the same rights as the ordinary share. Robinhood’s product meets none of those and does not claim to. Coinbase is taking the domesticated path in derivatives, filing with the SEC on 4 September to offer 24/7 equity perpetual futures to US customers, with Chief Policy Officer Faryar Shirzad calling it “a regulated pathway for U.S. investors” – covered when Coinbase asked the SEC to list 24/7 equity perpetuals. Securitize built its business on registered, issuer-consented tokenisation, including tokenised sports-team equity with Socios. On scale Robinhood is not the leader: RWA.xyz ranks Ondo at $858.9m, bStocks at $647.2m, Backed’s xStocks at $631.2m and Securitize at $297.2m, against Robinhood’s $140.1m.
“Broad or categorical exemptions, including from longstanding statutory definitions, risk creating parallel, but unequal trading ecosystems for substantively identical assets, resulting in weaker safeguards, fragmented liquidity … and conflicts of interest that would harm investors and issuers.”
Kenneth E. Bentsen Jr., President and CEO of SIFMA, letter to SEC Chairman Paul Atkins, 26 November 2025.
3. Market impact and data analysis
The price action does not support a squeeze narrative. AMC closed at $2.54 on 3 September, the day of Aron’s first post, down 3.79%. On 4 September it rose 4.33% to $2.65 after touching $2.80 intraday, then gave it back, closing at $2.56 on 8 September – a one-day publicity move on a $2.29bn company, not a repricing. Robinhood jumped 16.57% on 3 September to $124.72, but on analyst upgrades and prediction-market optimism rather than tokenisation, then fell 2.09% to $122.11 on 4 September (stockanalysis.com).
The token-side data carries the real signal. AMC token supply reportedly expanded from 157,844 to roughly 1.5 million tokens in 18 hours – about one token per 600 of AMC’s 892.6 million shares. The synthetic float is a rounding error against the real one, which undermines Aron’s capital-formation argument today and validates it only if the structure scales. It is scaling: Robinhood Chain launched on 1 July 2026 and by early September carried tokenised stocks at roughly 27% of volume, against about 36% for memecoins. Bernstein projects up to $160 million in annual chain fees by 2028, examined in our analysis of how Robinhood’s blockchain could generate $160m in annual fees.
Stock token versus CFD versus ordinary share
| Attribute | Robinhood Stock Token | Single-stock CFD | Ordinary share |
|---|---|---|---|
| Legal form | Tokenised debt security | Bilateral OTC derivative | Equity security |
| Ownership of underlying | None | None | Yes |
| Voting rights | None | None | Yes |
| Dividends and corporate actions | Absorbed by on-chain multiplier | Cash adjustment under provider terms | Paid by issuer; election rights |
| Issuer consent required | No | No | Not applicable |
| Counterparty risk | Jersey issuer, stated 1:1 collateral, unsupervised by its own admission | The provider, under client-money and negative-balance rules | Market and issuer risk only |
| Supervision | Jersey vehicle, Liechtenstein prospectus, Swiss product law | Provider’s home regulator; ESMA and FCA product rules | Listing venue and home regulator |
| Transferability | Freely transferable ERC-20 | Non-transferable; closable only with the provider | Transferable via regulated infrastructure |
On ownership, voting and issuer consent the token and the CFD are identical. They diverge on transferability and supervision – which is where regulators will act.
The operational risk nobody priced
On 4 September, Robinhood Chain halted block production for more than 14 minutes, missing roughly 8,400 blocks. No funds were lost; the cause was not disclosed. Layer-2 networks at this stage typically run a centralised sequencer, so one operator failure stops the chain. An exchange outage has a rulebook, a halt procedure and a regulator behind it. A sequencer stall has none.
4. The regulatory perimeter fight
Aron says he will raise the matter with the SEC. As of 9 September 2026 that had produced nothing on the record: a full-text search of EDGAR returns no filing of any type containing the phrase “stock tokens” in that window. AMC has threatened, not filed.
He is also arguing into a Commission that has addressed his point and declined to give issuers a veto. In a joint staff statement of 28 January 2026, three SEC divisions said “the format in which a security is issued or the methods by which holders are recorded does not affect application of the federal securities laws,” and warned that holders “may be exposed to risks with respect to the third party, such as bankruptcy, to which a holder of the underlying security would not necessarily be exposed.” The interpretive release of 17 March 2026 then named Robinhood’s exact model – “securities tokenized by third parties unaffiliated with the issuers of such securities” – without blessing or banning it. The Commission’s concern is rights asymmetry and disclosure, not consent.
Where the perimeter actually bites
The SEC’s hook is the offer and sale of securities in the US or to US persons, and RHJ’s documentation is drafted to fail it: unregistered, not offered or sold in the US, excluded for US persons. That is a well-worn Regulation S posture. Enforcement would need the Commission to find the exclusions cosmetic, or to argue that a US parent’s control of an offshore issuer pulls the offering onshore. Neither theory fits a Commission that spent 2026 proposing exemptions rather than bringing cases.
Jersey is the weakest link, and RHJ says so itself. A Jersey token issuer needs a COBO consent from the Jersey Companies Registry, part of the Jersey Financial Services Commission. The prospectus states that this “does not give an issuer ‘regulated’ status”, that the Jersey authorities do not “assume any responsibility for the financial soundness of the Issuer”, and that the issuer “will operate without supervision by any authority in any jurisdiction.” Jersey supervises other digital-asset firms under full licences. It is not supervising this one, because it has not been asked to.
In the EU the classification is settled: MiCA excludes instruments qualifying as MiFID II financial instruments, and ESMA’s March 2025 guidelines say “tokenised financial instruments should continue to be considered as financial instruments for all regulatory purposes.” The UK, where the tokens are blocked, brings cryptoasset authorisation into force in October 2027. Asia is building rails instead, as with Korean regulators planning stablecoin settlement for tokenised securities on 4 September 2026.
“These tokenised instruments … typically do not confer shareholder rights. If structured as synthetic claims rather than direct ownership, this can create a specific risk of investor misunderstanding.”
Natasha Cazenave, Executive Director of ESMA, Dubrovnik, 1 September 2025. SEC Commissioner Hester M. Peirce put it more briskly in July 2025: “Tokenized securities are still securities.”
5. What happens next
First, AMC will not win a halt, and probably will not sue. Forcing RHJ to stop needs either a US court with jurisdiction over a Jersey issuer or an SEC that wants the fight, and the Commission’s 2026 texts treat third-party tokenisation as a disclosure problem, not a consent one. Aron’s own framing has shifted to asking counsel “whether we can force you to stop”. Expect a letter to the SEC, not a complaint; if nothing is filed by the end of Q4 2026, the threat was leverage.
Second, the pressure lands on disclosure and naming, not legality. The weak point is not the Jersey vehicle; it is a retail user in a third country seeing a ticker, a logo and a price and concluding they own shares. That is a mis-selling risk, and regulators reach for it first because it needs no rulemaking. Expect risk warnings, naming restrictions and clearer corporate-action disclosure within two to four quarters – the sequence the CFD industry went through on leverage caps and loss warnings.
Third, issuer consent gets decided by rulemaking, not by AMC. SIFMA has put the sponsored-versus-unsponsored ADR analogy before the Crypto Task Force, and Nasdaq’s approved rules already show what a consent-equivalent standard looks like: same CUSIP, same rights, same order book. The realistic 2027 outcome is an SEC position that tokenised equities offered into the US must meet a fungibility and rights test, leaving the offshore synthetic route intact but permanently second class.
The takeaway is narrower than the headlines. If your firm already offers CFDs or single-stock derivatives, you are on the same side of this argument as Robinhood, with a longer compliance history. If you are weighing tokenised-equity distribution, the diligence order is collateral verification, corporate-action mechanics, sequencer resilience, then exclusion lists.
Frequently asked questions
Do Robinhood Stock Tokens give you ownership of the underlying shares?
No. Robinhood’s documentation states that Stock Tokens are tokenised debt securities issued by Robinhood Assets (Jersey) Limited which give economic exposure but “do not grant investors any legal or beneficial rights in, or against the issuer of, those underlying securities.” Holders have a limited-recourse claim against the Jersey issuer, not a shareholding, and never appear on the register.
Can a listed company stop a broker offering synthetic exposure to its shares?
On the current record, no. CFD and spread-betting providers have offered single-stock economic exposure without issuer consent for roughly two decades, and no issuer has held a veto. Nothing in US, UK or EU securities law grants a consent right over instruments referencing a share price rather than transferring ownership. SIFMA has asked the SEC to create one; it has not.
How many companies do Robinhood’s Stock Tokens cover?
Robinhood advertises more than 190 Stock Tokens linked to companies and ETFs, and Adam Aron’s 3 September 2026 post referred to AMC “and supposedly 190+ other companies”. Independent trackers put the figure at 189 (RWA.xyz, 9 September) and 194 (HoodL2, 4 September), so roughly 190 instruments, spanning stocks and ETFs, is the accurate framing.
Has AMC actually filed anything with the SEC or in court?
Not as of 9 September 2026. A full-text search of EDGAR returns no filing of any type containing the phrase “stock tokens” lodged between 1 and 9 September 2026, and AMC has filed no current report on it. Aron says outside counsel is examining whether AMC can force Robinhood to stop, but the escalation has been entirely on X.
Has any other company objected to tokens tracking its shares?
One. OpenAI stated on 2 July 2025 that Robinhood’s OpenAI tokens “are not OpenAI equity”, that it did not partner with Robinhood and did not endorse the product. The Bank of Lithuania said days later it had contacted Robinhood for clarifications, though no outcome was published. When Binance and FTX tokenised US equities in 2021, including AMC itself, no issuer objected.