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STO // SEC

WisdomTree's WTIP Approval Stalls Over Disclosure Dispute With SEC Staff

A filing expected this week has been pushed back as the SEC's Division of Corporation Finance requests additional language on smart-contract upgrade risks. The firm remains publicly confident.

BULLISH TONE· HIGH
Malik Rhodes
Policy Correspondent
Apr 5, 2026, 12:00 PM UTCApr 5
5m read
WisdomTree's WTIP Approval Stalls Over Disclosure Dispute With SEC Staff

WisdomTree's anticipated approval of its WTIP tokenized treasury product, widely expected to follow BlackRock's BUIDL-II clearance by a matter of days, has stalled over a technical disclosure dispute with staff at the SEC's Division of Corporation Finance, according to two people familiar with the discussions.

The specific sticking point

The request centers on WTIP's smart contract upgrade pathway. The contract as filed includes a two-of-three multisig with a 48-hour timelock for non-emergency upgrades and a shorter six-hour pathway for "security-critical" changes. SEC staff, according to the sources, are pushing for either the elimination of the expedited pathway or a materially more specific disclosure regarding which conditions would trigger its use.

"This is not an objection to the product. It is an objection to the prospectus language about one specific contract feature." — a person familiar with the filing

WisdomTree declined to comment on the pace of the review beyond a terse statement noting that the firm "remains in active dialogue with the staff and anticipates a productive resolution."

Context matters

BlackRock's BUIDL-II cleared under identical Rule 195 conditions last week with a substantially similar upgrade architecture. The difference, according to analysts who have reviewed both filings, appears to be the specificity of the emergency criteria. BlackRock's disclosure enumerates four named scenarios. WisdomTree's uses the phrase "in the event of a critical operational exigency," which the SEC staff has apparently decided is too elastic for a registered offering.

  • BUIDL-II emergency criteria: four named scenarios, each with a technical trigger
  • WTIP emergency criteria: general exigency language, no enumerated triggers
  • Rule 195 guidance: silent on the specific form, but requires "sufficient detail"

The timeline

A revised filing is expected early next week. If accepted, approval could follow within ten business days — still faster than any prior registered security token offering, even accounting for the delay. None of the people familiar with the matter expect the review to extend beyond the end of April.

The broader point, according to Yesha Yadav, a securities regulation scholar at Vanderbilt Law School, is that the Rule 195 process is running substantially faster than its pre-2026 equivalents. "A two-week delay on a multibillion-dollar tokenized fund would have been a months-long stall under the old regime. The absolute timelines have changed even when the disputes haven't."

Written by
Malik Rhodes
Policy Correspondent · @malikrh

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