R01 entities tied to SDEV (NBY) CEO acquire 53.7M pre-funded warrants

Rhea-AI Filing Summary

Stablecoin Development Corp disclosed that entities associated with Chief Executive Officer Michael John Kazley purchased pre-funded warrants giving rights to acquire 53,679,974 shares of Common Stock. The warrants were issued to R01 Fund LP at a purchase price of $0.85 per warrant, with an exercise price of $0.05 per share.

The pre-funded warrants have no expiration date and become exercisable in tiers: 20% on July 16, 2026, 30% on October 16, 2026 and the remaining 50% on January 16, 2027. The securities are held indirectly through the R01 Entities, which disclaim beneficial ownership except to the extent of their pecuniary interest, and all figures reflect a 1-for-5 reverse stock split effective February 20, 2026.

Insights

Equity capital markets analyst

Large insider-linked purchase of pre-funded warrants concentrates future equity exposure.

Stablecoin Development Corp issued pre-funded warrants to R01 Fund LP for 53,679,974 underlying Common shares at a purchase price of $0.85 per warrant and an exercise price of $0.05 per share. The warrants are classified as derivative securities and are held indirectly through the R01 Entities associated with CEO Michael John Kazley.

The tiered exercisability schedule—20% on July 16, 2026, 30% on October 16, 2026 and the remaining 50% on January 16, 2027—staggers when the warrants can convert into Common Stock. The filing notes that all figures already reflect a 1-for-5 reverse stock split effective February 20, 2026.

The transactionSummary shows a net buy of 53,679,974 derivative shares, with no corresponding sales or remaining derivative positions in this filing. The R01 Entities disclaim beneficial ownership beyond any pecuniary interest, so actual economic exposure depends on their arrangements, and any future impact will hinge on how much of these warrants are ultimately exercised on or after the stated dates.

Insider Trade Summary

Net Buyer: 53,679,974 shares ($45,627,978)

Net Buy 1 txn

Insider Kazley Michael John

Role Chief Executive Officer

Bought 53,679,974 shs ($45.63M)

Type	Security	Shares	Price	Value
Purchase	Pre-Funded Warrants (Right to Buy)	53,679,974	$0.85	$45.63M

Holdings After Transaction: Pre-Funded Warrants (Right to Buy) — 53,679,974 shares (Indirect, By R01 Entities)

Footnotes (1)

1. On January 16, 2026, the Issuer issued and sold to R01 LP pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate 53,679,974 shares of the Issuer's Common Stock. The purchase price was $0.85 per warrant. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock on a tiered basis, with 20% of the Pre-Funded Warrants becoming exercisable on July 16, 2026, 30% of the Pre-Funded Warrants becoming exercisable on October 16, 2026 and the remaining 50% of the Pre-Funded Warrants becoming exercisable on January 16, 2027. All figures presented reflect the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. 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.

Key Figures

Pre-funded warrants purchased: 53,679,974 warrants Purchase price per warrant: $0.85 per warrant Exercise price per share: $0.05 per share +5 more

8 metrics

Pre-funded warrants purchased 53,679,974 warrants Aggregate underlying Common Stock shares

Purchase price per warrant $0.85 per warrant Issued and sold to R01 Fund LP

Exercise price per share $0.05 per share Conversion price for underlying Common Stock

Net buy shares (derivative) 53,679,974 shares transactionSummary netBuySellShares

Tier 1 exercisability 20% of warrants Becomes exercisable July 16, 2026

Tier 2 exercisability 30% of warrants Becomes exercisable October 16, 2026

Tier 3 exercisability 50% of warrants Becomes exercisable January 16, 2027

Reverse stock split ratio 1-for-5 split Effective February 20, 2026 for all figures

Key Terms

Pre-Funded Warrants, reverse stock split, beneficially owned, pecuniary interest, +2 more

6 terms

Pre-Funded Warrants financial

"the Issuer issued and sold to R01 LP pre-funded warrants (the "Pre-Funded Warrants")"

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

"All figures presented reflect the Issuer's 1-for-5 reverse stock split that became effective"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

beneficially owned regulatory

"The reported securities may also be deemed to be beneficially owned by R01 Fund LP"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest regulatory

"each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest"

general partner financial

"R01 Capital is the general partner of R01 LP"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

investment manager financial

"R01 Capital Manager is the investment manager for R01 Capital"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kazley Michael John

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Stablecoin Development Corp [ SDEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants (Right to Buy)	$0.05	01/16/2026		P		53,679,974(1)		(1)	(1)	Common Stock	53,679,974(1)	$0.85	53,679,974	I	By R01 Entities(2)

Explanation of Responses:

1. On January 16, 2026, the Issuer issued and sold to R01 LP pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate 53,679,974 shares of the Issuer's Common Stock. The purchase price was $0.85 per warrant. The Pre-Funded Warrants have no expiration date and are exercisable for shares of Common Stock on a tiered basis, with 20% of the Pre-Funded Warrants becoming exercisable on July 16, 2026, 30% of the Pre-Funded Warrants becoming exercisable on October 16, 2026 and the remaining 50% of the Pre-Funded Warrants becoming exercisable on January 16, 2027. All figures presented reflect the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026.

2. 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.

	/s/ Michael Kazley	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Stablecoin Development Corp (SDEV) report in this Form 4 filing?

The filing reports that entities associated with CEO Michael John Kazley bought pre-funded warrants for 53,679,974 shares of Common Stock. These derivative securities were issued to R01 Fund LP at a purchase price of $0.85 per warrant, with a $0.05 per share exercise price.

How many Stablecoin Development Corp shares are underlying the pre-funded warrants?

The pre-funded warrants allow purchase of an aggregate 53,679,974 shares of Stablecoin Development Corp’s Common Stock. This full amount is reflected both as the warrant quantity and as the underlying security shares in the Form 4 transaction details.

What are the key terms of SDEV’s pre-funded warrants acquired by R01 Fund LP?

The pre-funded warrants were bought for $0.85 per warrant and are exercisable at $0.05 per share. They have no expiration date and become exercisable in stages on July 16, 2026, October 16, 2026 and January 16, 2027.

When do the Stablecoin Development Corp pre-funded warrants become exercisable?

The pre-funded warrants become exercisable in three tiers: 20% on July 16, 2026, 30% on October 16, 2026 and the remaining 50% on January 16, 2027. All exercisability percentages apply to the 53,679,974 underlying Common shares.

How are the SDEV pre-funded warrant holdings attributed among the R01 Entities?

The securities are reported as indirectly owned "By R01 Entities" and may be deemed beneficially owned by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and the reporting person. Each party disclaims beneficial ownership except to the extent of its or his pecuniary interest.

How does the reverse stock split affect the SDEV warrant figures in this filing?

All warrant and underlying share figures in the Form 4 already reflect Stablecoin Development Corp’s 1-for-5 reverse stock split that became effective on February 20, 2026. No further adjustment is required to interpret these reported quantities.