OTC Markets CEO: 250 Years of Market History Just Collided With a New SEC Rule
Key Takeaways
- •The SEC stated on January 28, 2026 that tokenized securities remain securities and are subject to the same disclosure obligations as conventional instruments.
- •A May 2026 SEC proposal would open shelf registration and at-the-market capital raising to roughly 81% of public companies, marking the most significant registered-offering overhaul in more than 20 years.
- •The May proposal must still clear a public comment period and a vote by the commissioners before it can take effect.
- •OTC Markets Group's markets facilitated $453 billion in trading across more than 12,000 securities in the first half of 2026, with international companies accounting for nearly 95% of dollar volume.
- •The last overhaul of comparable scope was the SEC's 2005 Securities Offering Reform, which expanded and streamlined shelf registration for the largest issuers.

In 2026, the U.S. Securities and Exchange Commission has moved on two fronts that, in the view of OTC Markets Group's chief executive, will define the next chapter of American public markets. On January 28, the agency confirmed that tokenized securities remain securities. In May, it proposed the most significant overhaul of the registered-offering framework in more than 20 years. Both developments, the executive argues, are part of a story 250 years in the making.
Writing in a commentary piece, the CEO of OTC Markets Group, an operator of regulated markets for U.S. and international securities, says the role provides a direct view into why both moves matter, a view rooted in two and a half centuries of market evolution.
From Buttonwood to Disclosure
In 1792, a handful of brokers gathered beneath a buttonwood tree on Wall Street and agreed to trade securities among themselves, a private club where prices were negotiated in person. Information moved slowly, unevenly, and often not at all. That opacity was the defining feature of early American public markets, the author writes, and improving the quality and availability of information has been the central project of every generation since.
The history of American public markets is a history of expanding access, the piece argues. From the New York Price Current in 1795 to OTC Markets Group's predecessor, the National Quotation Bureau, in 1911, the telegraph, ticker tape, and telephone each moved information faster and widened the market.
The securities reforms of the 1930s gave that expanding market a legal foundation. Larger companies seeking public capital would register with the SEC, file financial statements, and give investors the information they needed to make rational decisions. The disclosure-based principle was clear: let investors decide the merits and value of investments. Public markets function when buyers and sellers have access to the same material facts. Without that, price discovery breaks down and capital flows to noise rather than fundamental value.
The Pink Sheets and the Electronic Turn
For decades, the OTC market operated largely outside that framework. The “Pink Sheets” of the mid-20th century were exactly what the name suggests: printed lists of broker-dealer daily quotations, a phone book distributed by messenger every morning, with little standardized disclosure and no electronic infrastructure.
The electronic trading revolution changed the architecture of markets. In 1971, Nasdaq launched the world's first electronic stock quotation system, connecting OTC market makers across the country through a decentralized network and bringing real-time price transparency to thousands of securities.
The internet then enabled market operators and regulators to extend that same logic from private networks for price discovery to corporate disclosure and financial data. OTC Markets Group leveled the playing field with a digital platform where companies publish financial information, submit to ongoing disclosure standards, and earn placement on the OTCQX Best Market or OTCQB Venture Market. In 2021, the SEC reinforced that principle through amendments to Rule 15c2-11, requiring that current issuer information be available before a broker-dealer posts a quote.
The Market Today
OTC Markets Group's markets today facilitate trading in more than 12,000 securities. In the first half of 2026, $453 billion traded across those markets, according to OTC Markets Group data, on track to reach $900 billion for the year. International companies cross-traded from exchanges in Tokyo, London, Toronto, Paris, and Sydney represent nearly 95% of total dollar volume. These established global enterprises choose to access U.S. investors through a market structure designed to accommodate public companies at every stage of their journey and from every jurisdiction.
The Registered-Offering Proposal
The SEC's proposed registered-offering reform would extend that access further, the author writes. Shelf registration lets a company register securities in advance and then sell them over time as capital is needed, while at-the-market programs drip equity into the market at prevailing prices; under the current framework, both tools have largely been reserved for larger, seasoned issuers that meet public-float and revenue thresholds. By opening shelf registration and at-the-market capital raising to roughly 81% of public companies, the proposal advances a principle the market was built on: that disclosure standards, not the size of a balance sheet or the prestige of a listing venue, should determine access to public capital. Growth-stage companies currently forced into private placements at steep discounts and significant dilution to existing shareholders would gain a transparent, public alternative. The policy is catching up, the piece argues. The last overhaul of comparable scope was the SEC's 2005 Securities Offering Reform, which expanded and streamlined shelf registration for the largest issuers. As with any SEC rulemaking, the May proposal must clear a public comment period and a vote by the commissioners before it can take effect.
Programmable Ownership
Every generation rewrites what a market can be, and the current rewrite is about ownership itself, according to the author. The January statement means blockchain-based representations of securities carry the same disclosure obligations as their conventional counterparts, and it arrives as tokenized money-market funds from major asset managers, including BlackRock's BUIDL fund, already hold billions of dollars in assets. Digital technology could make securities programmable, connecting companies directly with a class of participants that traditional market infrastructure was never designed to reach, while the same principles of fair dealing and materiality remain. Market operators are enabling broker-dealers to trade digital asset securities, and the trading, settlement, and custody infrastructure needed to support the asset class at institutional scale is being built. The work now, the author writes, is ensuring that the transparency principles that have governed public markets for decades travel with the technology, not behind it.
Markets as an Ecosystem
Public markets work best as an ecosystem, the commentary continues. From OTC Markets through Nasdaq to the NYSE, each market plays a role in capital formation, price discovery, and investor choice. Democracy thrives in sunlight, the author argues, and capitalism goes hand in hand with the transparency and tradability of public companies, where an average citizen can own a share in the future. Democratic, disclosure-based regulation reinforces that continuum, offering graduated benefits and responsibilities as companies mature and encouraging businesses to grow in public rather than remain private. That encouragement runs against a decades-long drift in the other direction, as companies have waited longer to go public and raised more capital privately, a stretch in which rules such as the JOBS Act of 2012 raised the shareholder threshold that triggers SEC registration from 300 to 2,000 holders of record, making extended private phases easier.
Over two centuries of American market evolution produced a system that reaches every corner of the global economy, built on disclosure, modernized by technology, and sustained by the confidence of investors worldwide. American market dominance was never guaranteed, the author writes; it was built by making room for new companies, new technologies, and new investors at every stage of the country's economic history.
If the SEC's shelf-registration reform is finalized, growth-stage companies currently relying on discounted, dilutive private placements will gain a public, transparent alternative for the first time in decades, a structural shift in who gets to build in public, not just a procedural one, the author concludes.
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This story was originally featured on Fortune.com.