# Ondo Global Markets, explained: a structured note that tracks a U.S. stock

> Ondo’s “on” tokens are structured notes of Ondo Global Markets (BVI) Limited that track a U.S. stock or ETF with dividends reinvested. Holders get no vote and no place on the share register, U.S. persons may not buy or redeem, and for most holders the exit is a sale.

- URL: https://riadefi.com/tokenized-assets/programs/ondo-global-markets/
- Section: Tokenized assets · Explainer
- Author: Jon Ragsdale
- Reviewed: 2026-09-30
- Ketju record: https://ketjuresearch.com/register/files/ondo-global-markets/

## What the holder owns

Ondo’s documentation says it directly: “An Ondo tokenized stock is a structured note: a debt instrument issued by Ondo Global Markets (BVI) Limited,” a “bankruptcy-remote special purpose vehicle (SPV) organized in the British Virgin Islands.” The issuer “is 90.01% owned by Flux Finance Inc. (a wholly owned subsidiary of the Ondo Foundation) and 9.99% owned by Ondo Finance Inc.” Holders’ rights “are governed by Swiss law under the Issuer’s Sales Terms.”[^1]

The note tracks total return. The tokens “provide tokenholders with the same economics as holding the underlying asset and investing any dividends back into the stock (net of withholding taxes),” so “One token does not necessarily represent the value of one share.”[^2] The holder is a creditor, not a shareholder: “you will not see your name on the share register for the underlying assets,” and “You do not have shareholder voting rights, shareholder information rights or other shareholder rights from the issuer of the underlying securities.”[^1]

The collateral chain is disclosed. “All Ondo Stocks holdings are held with one or more US-registered custodial broker-dealers.” Ankura Trust Company “Reviews and verifies the existence and amounts of the underlying securities daily,” with attestations published from 1 October 2025, and holds “a first-priority, perfected security interest” in the collateral. The issuer must keep “additional collateral available” beyond full backing “at all times.”[^3] The Final Terms for QQQon name Alpaca Securities and BitGo Trust as custodians and allow fees of up to 0.1% on issue and redemption; none is charged today.[^4][^2] In the SEC staff’s terms this is the synthetic model.[^5]

## Can a US client own it?

No. Ondo’s eligibility page bars “Persons who place buy orders from within the United States,” and persons who are “U.S. persons” under Rule 902 of Regulation S or act for one; they “are also prohibited from subscribing for, acquiring or redeeming Ondo Stocks.”[^6] The bar covers redemption as well as purchase, so a U.S. person who comes to hold a token another way has no path back to the issuer. The issuer also refuses anyone “if it determines, in its sole discretion,” that the activity may break the law, sanctions rules, or its documents.[^6]

Outside the United States the gates vary. Besides the United States, Canada, Russia, Iran, and eleven other places are barred outright. Brazil, the European Economic Area, Hong Kong, Malaysia, Singapore, Switzerland, and the United Kingdom require professional or qualified status on the eligibility page,[^6] although the Final Terms filed in Malta open the EEA offer to retail investors, a conflict Ketju’s file records.[^4] Direct onboarding is for institutions only at present.[^7] Anyone can hold a token bought on the market, since the tokens “can be held by any smart contracts or other externally owned accounts or wallets.”[^8]

## Who holds the freeze key

Ondo’s documents do not describe an issuer power to freeze a holder’s tokens or to burn them from a wallet. The one control they name is a pause: Ondo’s Solana program notes list “Pausable - Global transfer pause capability.”[^9]

The contracts carry more than the documents name. On Solana, every mint Ketju read on 23 September 2026 has a freeze authority, a pause authority, and a transfer-hook authority, but no permanent delegate. A freeze authority can stop one holder’s account from moving. On Ethereum, the token checks an allowlist contract owned by a 4-of-7 multisig, has a pause manager, and has a burn function behind its roles; its admin and upgrade powers sit behind a timelock with a two-hour delay.[^10][^11] No Ondo document read for this page says when the Solana freeze would be used.

## How a holder gets out

For an onboarded holder, redemption is quick during trading sessions. The tokens “generally trade 24/5, but there are exceptions,”[^2] and the minimum is $1.00. “The redemption to USDon will always be instant; redemptions to USDC will be instant provided there is enough liquidity in the stablecoin swapper.”[^8] USDon is Ondo’s own dollar token.

A holder who bought on an exchange must pass Ondo’s checks first: “As a condition to redeeming any of its Tokens, a Token holder must satisfy the Issuer’s customer due diligence, or ‘know your customer’, requirements.”[^12] Until then the exit is a sale. Since 21 September 2026, institutions approved by Alpaca “on a case-by-case basis” can also swap shares for tokens and back, in kind.[^13]

If the issuer cannot meet redemptions, “requisite tokenholders could direct the security agent to take possession of this collateral, exchange it for cash, and distribute the proceeds to tokenholders.”[^3] A buyer on the secondary market accepts limited recourse, “Purchasers shall have no further recourse to the Issuer,” and arbitration seated in Zurich.[^12]

## What has gone wrong or changed

- 1 October 2025. Ankura Trust’s daily attestations of the collateral begin.[^3]
- February 2026. Ondo said Ondo Global Markets had confidentially filed a registration statement with the SEC; if it becomes effective, the issuer would file SEC reports.[^14] Nothing Ondo has published says the notes would then be sold to U.S. persons.
- 13 April 2026. Ondo wrote to the SEC’s Division of Trading and Markets proposing, with Oasis Pro, Alpaca, and BitGo, to record on a public blockchain the issuer’s entitlements to the shares that back the notes. The letter says “the proposal in this letter does not concern issuance of the OGM products themselves.”[^15]
- 17 September 2026. The SEC’s Innovation Exemption excluded synthetic tokens by definition, so no U.S. venue under it may list an “on” token. [The exemption, explained.](/regulation/explained/sec-tokenized-stock-exemption-2026/)
- 21 September 2026. In-kind conversion opened for Alpaca-approved institutions.[^13]
- 23 September 2026. Ketju’s memo rejected the program on access and structure. [The research file](/rejections/ondo-global-markets/) gives the reasons.

## What an advisor should record

- That the client holds a structured note of Ondo Global Markets (BVI) Limited, with the product and its ISIN, and not a share.
- The shares each token stands for on the date of any valuation, since reinvested dividends move the ratio.
- Where and when the client acquired it, and the client’s U.S.-person status on that date; a U.S. person may not redeem.
- Whether the client has passed Ondo’s checks; without them the only exit is a sale.
- The chain the token sits on, and the freeze and pause authorities read there.
- The latest Ankura attestation, and any day it shows backing below supply.

## Sources

[^1]: [Ondo Stocks: Legal & Regulatory](https://docs.ondo.finance/ondo-stocks/legal-and-regulatory), Ondo Finance (primary, read 2026-09-30)
[^2]: [Ondo Stocks: Overview](https://docs.ondo.finance/ondo-stocks/overview), Ondo Finance (primary, read 2026-09-30)
[^3]: [Ondo Stocks: Trust & Transparency](https://docs.ondo.finance/ondo-stocks/trust-and-transparency), Ondo Finance (primary, read 2026-09-30)
[^4]: [Final Terms for QQQon, dated 2025-11-11, as filed with the MFSA (read by Ketju)](https://www.mfsa.mt/wp-content/uploads/2026/01/Ondo-Global-Markets-BVI-Limited-Final-Terms-Document-dated-11-November-2025.pdf), Ondo Global Markets (BVI) Limited (primary, read 2026-09-23)
[^5]: [Statement on Tokenized Securities (2026-01-28)](https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities), SEC Divisions of Corporation Finance, Investment Management, and Trading and Markets (primary, read 2026-09-30)
[^6]: [Ondo Stocks: Eligibility](https://docs.ondo.finance/ondo-stocks/eligibility), Ondo Finance (primary, read 2026-09-30)
[^7]: [Ondo Stocks: Onboarding & KYC (read by Ketju)](https://docs.ondo.finance/ondo-stocks/onboarding-and-kyc), Ondo Finance (primary, read 2026-09-23)
[^8]: [Ondo Stocks: Investing & Redeeming](https://docs.ondo.finance/ondo-stocks/investing-and-redeeming), Ondo Finance (primary, read 2026-09-30)
[^9]: [Ondo Global Markets Solana program README (read by Ketju)](https://github.com/ondoprotocol/global-markets-solana), Ondo Finance, GitHub (primary, read 2026-09-23)
[^10]: [Solana mainnet account reads of the Ondo mints: freeze, pause, transfer-hook authorities (read by Ketju)](https://api.mainnet-beta.solana.com), Solana mainnet RPC (primary, read 2026-09-23)
[^11]: [Verified source of the Ondo Global Markets token implementation on Ethereum (read by Ketju)](https://repo.sourcify.dev/1/0xebbcb2cee51c2fee4062c9c1270dcb98b0b22250), Sourcify (primary, read 2026-09-23)
[^12]: [Ondo Stocks: Secondary Market Restrictions](https://docs.ondo.finance/ondo-stocks/secondary-market-restrictions), Ondo Finance (primary, read 2026-09-30)
[^13]: [Ondo Finance launches in-kind conversion for institutions (2026-09-21)](https://www.prnewswire.com/news-releases/ondo-finance-launches-in-kind-conversion-letting-institutions-convert-underlying-shares-directly-into-tokenized-stocks-302884764.html), Ondo Finance, via PR Newswire (primary, read 2026-09-30)
[^14]: [Ondo Global Markets files registration statement with SEC (2026-02-04)](https://www.marketsmedia.com/ondo-global-markets-files-registration-statement-with-sec/), Markets Media (secondary, read 2026-09-30)
[^15]: [Letter to the Director of the Division of Trading and Markets (2026-04-13)](https://www.sec.gov/files/ctf-written-input-ondo-finance-041326.pdf), Ondo Finance, via SEC Crypto Task Force (primary, read 2026-09-30)

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