Stablecoin Development updates CEO indirect holdings
Stablecoin Development Corp director and CEO Michael John Kazley reported amended indirect holdings through the R01 Entities.
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Form Type
4/A
Rhea-AI Filing Summary
Stablecoin Development Corp director and CEO Michael John Kazley reported amended indirect holdings through the R01 Entities. The filing shows a conversion of derivative securities into 11,361,216 shares of Common Stock held indirectly and an indirect purchase of pre-funded warrants.
The pre-funded warrants, held by the R01 Entities, cover 11,332,020 shares of Common Stock at an exercise price of $0.01 per share and have no expiration date, remaining exercisable at any time. The amendment also reflects a 1-for-5 reverse stock split that adjusted prior Common Stock holdings from 56,806,080 shares to 11,361,216 shares.
Insider Trade Summary
Net Buyer: 11,332,020 shares
Net Buy
2 txns
Insider
Kazley Michael John
Role
Chief Executive Officer
Bought
11,332,020 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Stock | 11,361,216 | $0.00 | $0.00 |
| Purchase | Pre-Funded Warrants (Right to Buy) | 11,332,020 | $0.00 | $0.00 |
Holdings After Transaction:
Pre-Funded Warrants (Right to Buy) — 11,332,020 contracts (Indirect, By R01 Entities);
Common Stock — 11,361,216 shares (Indirect, By R01 Entities)
Footnotes (4)
- F1. This amendment updates the beneficial ownership of the Reporting Persons to reflect the Issuer's 1-for-5 reverse stock split (the "Reverse Stock Split") that became effective on February 20, 2026, pursuant to which the number of shares of Common Stock held by the Reporting Persons was adjusted from 56,806,080 to 11,361,216.
- F2. The reported securities may also be deemed to be beneficially owned by R01 Fund LP ("R01 LP"), R01 Capital LLC ("R01 Capital") and R01 Capital Manager LLC ("R01 Capital Manager" and together with R01 LP, R01 Capital and the Reporting Person, the "R01 Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. R01 Capital is the general partner of R01 LP. R01 Capital Manager is the investment manager for R01 Capital. The Reporting Person is the managing member of R01 Capital Manager.
- F3. This amendment updates the beneficial ownership of the Reporting Persons to reflect anti-dilution adjustments under the pre-funded warrants issued by the Issuer to R01 LP and other investors on October 16, 2025 (the "Pre-Funded Warrants"). As a result of dilutive issuances of the Issuer's Common Stock during the fourth quarter of 2025, the anti-dilution adjustments of the Pre-Funded Warrants increased the Reporting Person's aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to 56,660,098 on a pre-Reverse Stock Split basis, which was adjusted to 11,332,020 on a post-Reverse Stock Split basis..
- F4. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock at any time.
Key Figures
Indirect Common Stock holdings: 11,361,216 shares
Pre-funded warrant coverage: 11,332,020 shares
Warrant exercise price: $0.01 per share
+3 more
6 metrics
Indirect Common Stock holdings
11,361,216 shares
Common Stock held indirectly after amendment, post 1-for-5 reverse split
Pre-funded warrant coverage
11,332,020 shares
Common Stock issuable upon exercise of pre-funded warrants post-split
Warrant exercise price
$0.01 per share
Exercise price of pre-funded warrants for Common Stock
Reverse stock split ratio
1-for-5
Reverse stock split effective February 20, 2026
Pre-split Common Stock holdings
56,806,080 shares
Common Stock held by Reporting Persons before 1-for-5 reverse split
Pre-split warrant underlying shares
56,660,098 shares
Common Stock issuable upon exercise of pre-funded warrants before split
Key Terms
reverse stock split, pre-funded warrants, anti-dilution adjustments, beneficial ownership, +1 more
5 terms
reverse stock split financial
"reflect the Issuer's 1-for-5 reverse stock split (the "Reverse Stock Split") that became effective"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
pre-funded warrants financial
"pre-funded warrants issued by the Issuer to R01 LP and other investors on October 16, 2025"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
anti-dilution adjustments financial
"anti-dilution adjustments under the pre-funded warrants issued by the Issuer"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
beneficial ownership financial
"This amendment updates the beneficial ownership of the Reporting Persons"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Stablecoin Development Corp (SDEV) report in this Form 4/A?
The filing reports an indirect conversion into 11,361,216 shares of Common Stock and an indirect position in pre-funded warrants for 11,332,020 shares, all held through the R01 Entities associated with CEO Michael John Kazley.
What are the key terms of the Stablecoin Development Corp (SDEV) pre-funded warrants?
The pre-funded warrants held by the R01 Entities are exercisable into 11,332,020 shares of Common Stock at an exercise price of $0.01 per share. The warrants have no expiration date and are exercisable for Common Stock at any time.
How did Stablecoin Development Corp’s (SDEV) reverse stock split affect reported insider holdings?
The 1-for-5 reverse stock split, effective February 20, 2026, reduced reported Common Stock holdings from 56,806,080 shares to 11,361,216 shares. The amendment updates beneficial ownership figures for the Reporting Persons to align with this revised share count.
What anti-dilution adjustments were applied to Stablecoin Development Corp (SDEV) pre-funded warrants?
Anti-dilution adjustments on pre-funded warrants issued October 16, 2025 increased the underlying Common Stock to 56,660,098 shares pre-split, adjusted to 11,332,020 shares post-split. These changes reflect dilutive Common Stock issuances during the fourth quarter of 2025.
Who are the R01 Entities referenced in Stablecoin Development Corp’s (SDEV) Form 4/A?
The R01 Entities include R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC, along with the Reporting Person. Each party disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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