Dinari dShares, explained for advisors

The short answer

Dinari sells two different things under the name dShares. The token that trades on Arbitrum, Base, Ethereum, Plume, and other chains is sold by Dinari, Inc. under terms that exclude every U.S. person. It gives the holder no title to the stock, only “a claim to the value” of it and a right to make Dinari buy the token back.¹ The second product is a brokerage account for U.S. residents at Dinari Securities, LLC, where the token is “a secondary record keeping token” for a position cleared at Alpaca Securities.²

For a U.S. advisor’s client, the on-chain token is closed, and the brokerage route is a new broker with a token attached. The record is the Ketju eligibility file for dShares; Ketju’s verdict is in the Dinari memo.

What does the holder own?

The on-chain holder owns a contract right against Dinari, not the stock. Dinari’s terms, revised December 26, 2025, say: “While you will not have any claim of right or title to the actual Underlying Asset, you do have a claim to the value of said underlying asset.”¹ Section 6.8 calls the buy-back “a contractual put right” that gives no “equity, redemption, or ownership interest” in Dinari or in the stock, and keeps title “with the Company.”¹ Dinari keeps the vote and is the holder of record.¹

Behind each token Dinari buys the stock. Its docs say a token is minted or burned only when a brokerage order has filled.³ The shares sit in accounts “in the name of Dinari (or an affiliated company) for the benefit of the Token program,” and today in a Bermuda segregated accounts company.¹ If Dinari stops operating, Annex 5 of the terms has an independent Segregated Account Representative buy back every token still outstanding by a wind-down date and send the proceeds to holders’ wallets.¹

In the SEC staff’s January 2026 terms this is a synthetic tokenized security: one a third party issues, tracking another company’s stock, that confers no rights from that company.⁴ Dinari’s website says “They are stocks.” The terms the buyer accepts say otherwise, and the terms govern.⁴

Dividends arrive in a dollar stablecoin. Dinari may keep “a portion of your dividend for the services rendered,” and dividends under $1.00 per customer per event are not paid.¹ On September 23, 2026 Ketju counted 810 dShare contracts on four chains worth about $16 million at Dinari’s own quotes. Two bond funds made up nearly half: USFR on Arbitrum, about $5.5 million, and JAAA on Ethereum, about $1.8 million.⁴

Who may hold it?

The on-chain token. Non-U.S. persons only. The buyer certifies it is “not a ‘U.S. Person,’ … as defined under Regulation S” and is not buying for one.¹ Dinari’s docs add that it “will refuse to effect or transfer any Product made to any U.S. person.”⁵ The docs name 31 more countries it does not serve, and Canada while it seeks a license.⁵ No purchase minimum appears in the terms or the docs. Most buyers come through partner apps, which must run the identity checks themselves unless they engage Dinari to do it, and only a holder who has passed those checks may ask Dinari to buy tokens back.¹ Accredited or qualified-purchaser status does not matter here: the bar is where the client lives, not how much the client owns.

The U.S. brokerage account. Dinari Securities, LLC registered with the SEC as a broker-dealer on June 20, 2025 and clears through Alpaca Securities.⁶ Its brokerage agreement, last updated July 29, 2026, requires a U.S. resident at least 18 years old who is “the sole owner of the Account” and uses it for “personal, non-business, use.”⁷ Its client summary says there is no minimum account size and that its offerings “are limited to these proprietary products.”²

None of Dinari’s documents that Ketju read mentions IRAs or other retirement accounts, on either route.

Who can freeze it, and what can that key do?

Every dShare transfer calls a separate contract, the TransferRestrictor. Dinari’s published code says: “Accounts in isBlacklisted cannot send or receive tokens.”⁸ Ketju’s reading of September 24, 2026 found one single key, 0x0111…204d, holding the power to blacklist on Arbitrum, Base, Ethereum, and Plume.³

The power to take tokens is broader in the deployed code than in the code Dinari publishes. The published source needs the holder’s approval to burn. The implementation Ketju read on September 23, 2026 lets any address with the token-operator role burn a holder’s tokens, or move them, without that approval.⁴ Three of the addresses holding that role are single keys.³ One more single key, 0x06b0…60a3, owns the beacon that points every dShare at its code, so it can change the code of every dShare at once, with no delay.³

How does the holder get out?

The holder places a sell order with Dinari. Dinari sells the stock “on the first available date” it can, in regular or extended hours, and the price is the sale price less third-party trading costs and Dinari’s posted fees. When the order completes, Dinari burns the tokens and pays “in USD-denominated stablecoin or other acceptable digital asset” to the holder’s wallet.¹

Three conditions can slow or stop that. Dinari may set size and frequency limits and may “defer settlement” pro rata when paying at once would break a law or a transfer restriction or “materially impair the orderly liquidation” of the stock (Section 6.6). A trading halt or a pricing failure delays the sale (Section 6.7). And payment depends on the holder staying current on sanctions, identity, and tax forms (Section 6.5).¹ A holder who cannot pass Dinari’s identity checks has no issuer exit at all. Outside Dinari, wrapped dShares trade on Hyperliquid’s order book.³

In the U.S. brokerage account the client sells through Dinari’s platform, and Alpaca clears the trade. Dinari charges a commission that varies with the size of the trade.²

What has gone wrong or changed

The two chain closures show a risk specific to this model: the token lives on whatever chains Dinari chooses to support, and a holder on a chain Dinari leaves has to move or lose access.

What to record in the client file

• Which product the client holds: the on-chain token or a Dinari Securities brokerage account. They differ in owner, protection, and exit.
• For the on-chain token held by a U.S. person, how it was acquired. The terms bar U.S. persons, and Dinari says it will refuse transfers to them.
• That the token is a claim on Dinari, not the stock: no vote, dividends net of Dinari’s cut, and a Bermuda wind-down if Dinari fails.
• Whether the holder has passed Dinari’s identity checks, since the buy-back depends on it.
• The chain and contract address, and Dinari’s deprecation notices for that chain.
• For the brokerage route, the account agreement date and which statement of transferability the client relied on.