Ondo Finance

Issued by Ondo Global Markets (BVI) Limited ('OGM'), a bankruptcy-remote BVI business company, 90.01% owned by Flux Finance Inc. (a wholly owned Ondo Foundation subsidiary) and 9.99% by Ondo Finance Inc. Structured as a debt instrument (structured note) whose payout tracks the underlying stock/ETF; tokenholder rights are governed by Swiss law under the Issuer's Sales Terms.

No shareholder voting rights and no shareholder information rights. Explicitly stated: tokenholders do not appear on the underlying share register and are not beneficial owners in the traditional brokerage sense — they hold a contractual redemption right plus a first-priority security interest in collateral.

Split confidence — primary (mechanism) / reported (withholding rate)

Cash dividends and other corporate actions (spin-offs, acquisitions, etc.) change the note's value; cash is reinvested into additional underlying shares rather than distributed to holders. A commonly repeated secondary figure (~30% non-US-holder withholding on reinvested dividends) was NOT found in the primary docs I loaded — treat that percentage as reported/unconfirmed, not primary, until checked against the Sales Terms.

RESOLVED: price/NAV multiplier, NOT a balance rebase. Ondo's own docs describe a 'shares per token' model — the raw on-chain token count stays flat; the multiplier (sValue, sourced from Ondo's SyntheticSharesOracle contract) increases the value per token to reflect reinvested dividends and corporate actions (e.g. a 1.05 sValue means each token now represents 1.05 shares' worth of value). Small updates (<=1%/24h) apply automatically; larger ones (e.g. stock splits) trigger a scheduled pause window with manual confirmation. On Solana and BNB Chain, wallets additionally apply a cosmetic 'display multiplier' so holders see an adjusted unit count and lower per-unit price — this is presentation only, not a real on-chain rebase, and appears to be the source of earlier ambiguity about whether token count itself changes. Ethereum shows the raw price-adjusted figure with no display layer.

Underlying securities held with one or more US-registered custodial broker-dealers, plus cash in transit. Ankura Trust Company acts as independent Verification Agent and Security Agent: it verifies holdings daily, confirms reconciliation of liabilities and reserves, and holds a first-priority perfected security interest in the collateral.

Daily attestations of holdings and NAV, independently reviewed by Ankura Trust (published from Oct 1, 2025); monthly reconciliation reports by the 20th of the following month; annual independent financial audits. Smart contracts audited by Spearbit and Cyfrin. An Ondo-Foundation-guaranteed fund (via Flux Finance) provides additional over-collateralization.

Contractual right to redeem for the then-current value of the underlying assets (cash-settled through the note structure, not in-kind share delivery), subject to OGM's KYC/onboarding and Sales Terms.

Split confidence — primary (Reg S mechanics) / reported (UK exclusion detail)

Offered only under Regulation S: to persons located outside the US, not 'US persons' under Rule 902, not acting for a US person's account, with no buy order originating in the US. KYC/AML onboarding, wallet screening, and jurisdictional/sanctions eligibility checks apply before primary-market purchase or redemption. Launch coverage also describes UK retail/institutional exclusion, though that detail comes from press reporting rather than the legal docs I loaded.

Ethereum mainnet, BNB Chain, and Solana natively, plus bridged access via HyperEVM — confirmed directly via Ondo's own current technical documentation, which also states more chains are planned. Separately, as of Sept 22, 2026, Ondo Stocks also became accessible via near.com's NEAR Intents, which itself supports 30+ additional blockchains for access (not native issuance on all of those chains).