R01 Fund ups Stablecoin Development Corp (NASDAQ: SDEV) stake via warrants
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Stablecoin Development Corp insider group led by R01 Fund LP reported a larger equity position through pre-funded warrants and a derivative conversion into common stock. They now hold 11,361,216 shares of Common Stock following these updates.
On October 16, 2025, the group bought 11,332,020 Pre-Funded Warrants, each exercisable into one share of Common Stock at an exercise price of $0.01 per share, with no expiration and exercisable at any time. A subsequent 1-for-5 reverse stock split effective February 20, 2026 reduced their Common Stock holdings from 56,806,080 to 11,361,216 shares and adjusted the warrants so that 56,660,098 pre-split underlying shares became 11,332,020 post-split underlying shares issuable upon exercise.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Net Buy
2 txns
Insider
R01 Fund LP, Kazley Michael John, R01 Capital LLC, R01 Capital Manager LLC
Role
10% Owner | Chief Executive Officer | 10% Owner | 10% Owner
Bought
11,332,020 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Stock | 11,361,216 | $0.00 | -- |
| Purchase | Pre-Funded Warrants (Right to Buy) | 11,332,020 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 11,361,216 shares (Direct);
Pre-Funded Warrants (Right to Buy) — 11,332,020 shares (Direct)
Footnotes (1)
- 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. 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 Fund 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. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock at any time.
Key Figures
Common Stock holdings: 11,361,216 shares
Pre-Funded Warrants acquired: 11,332,020 warrants
Warrant exercise price: $0.01 per share
+3 more
6 metrics
Common Stock holdings
11,361,216 shares
Shares of Common Stock held after adjustments
Pre-Funded Warrants acquired
11,332,020 warrants
Derivative position exercisable into Common Stock
Warrant exercise price
$0.01 per share
Exercise price for Pre-Funded Warrants
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 before 1-for-5 reverse split
Pre-split warrant underlying shares
56,660,098 shares
Underlying Common Stock before reverse split
Key Terms
Pre-Funded Warrants, reverse stock split, anti-dilution adjustments, beneficial ownership, +1 more
5 terms
Pre-Funded Warrants financial
"Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock"
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.
reverse stock split financial
"1-for-5 reverse stock split that became effective on February 20, 2026"
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.
anti-dilution adjustments financial
"reflect 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.
derivative security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
What insider transactions did Stablecoin Development Corp (SDEV) report in this Form 4/A?
Stablecoin Development Corp insiders associated with R01 Fund LP reported acquiring 11,332,020 pre-funded warrants and holding 11,361,216 shares of Common Stock after a derivative conversion and a 1-for-5 reverse stock split that adjusted their beneficial ownership levels.
What are the key terms of the SDEV pre-funded warrants acquired by R01 Fund LP?
The pre-funded warrants are exercisable into 11,332,020 shares of Stablecoin Development Corp Common Stock at an exercise price of $0.01 per share. According to the filing, these warrants have no expiration date and can be exercised for Common Stock at any time.
How did the reverse stock split affect SDEV insider holdings reported here?
The 1-for-5 reverse stock split effective February 20, 2026 reduced the reporting persons’ Common Stock holdings from 56,806,080 shares to 11,361,216 shares. It also adjusted the pre-funded warrants’ underlying shares from 56,660,098 pre-split to 11,332,020 post-split shares.
What is the relationship between the SDEV pre-funded warrants and the underlying Common Stock?
Each Pre-Funded Warrant represents a right to buy one share of Stablecoin Development Corp Common Stock. After anti-dilution adjustments and the reverse stock split, the warrants are exercisable into 11,332,020 underlying shares on a post-split basis at an exercise price of $0.01 per share.
Did the SDEV pre-funded warrants in this filing receive anti-dilution adjustments?
Yes. Anti-dilution adjustments during the fourth quarter of 2025 increased the aggregate underlying Common Stock for the pre-funded warrants to 56,660,098 shares on a pre-split basis, which was then adjusted to 11,332,020 shares on a post–reverse stock split basis.