Framework Ventures IV L.P. acquires 50.1M SDEV pre-funded warrants (SDEV)

Rhea-AI Filing Summary

Stablecoin Development Corp issued and sold pre-funded warrants to Framework Ventures IV L.P. representing the right to buy 50,109,253 shares of Common Stock. Framework paid $0.85 per warrant, and each warrant is exercisable at $0.05 per underlying share.

The pre-funded warrants have no expiration date and become exercisable on a tiered schedule: 20% on July 16, 2026, 30% on October 16, 2026, and the remaining 50% on January 16, 2027. All figures already reflect a 1-for-5 reverse stock split effective February 20, 2026. Other related Framework entities and individuals may be deemed beneficial owners to the extent of their pecuniary interest.

Insights

Equity capital markets analyst

Framework Ventures bought a large, tiered pre-funded warrant position that can convert into common stock over time.

Framework Ventures IV L.P. acquired pre-funded warrants for 50,109,253 underlying shares at a purchase price of $0.85 per warrant and an exercise price of $0.05 per share. This creates a substantial derivative stake in Stablecoin Development Corp rather than immediate common stock ownership.

The warrants never expire but become exercisable gradually: 20% on July 16, 2026, 30% on October 16, 2026, and 50% on January 16, 2027. That schedule stages potential share issuance over time instead of all at once. Actual common stock issued will depend on how and when Framework chooses to exercise.

The filing notes that other Framework entities and two individuals may also be deemed to beneficially own the securities, limited to their pecuniary interest. There is no remaining derivative position beyond these warrants disclosed in this filing, so this transaction establishes the reported derivative holdings now in place.

Insider Trade Summary

Net Buyer: 50,109,253 shares ($42,592,865)

Net Buy 1 txn

Insider Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Spencer Vance, Anderson Michael Ernest

Role null | null | null | null | null

Bought 50,109,253 shs ($42.59M)

Type	Security	Shares	Price	Value
Purchase	Pre-Funded Warrants (Right to Buy)	50,109,253	$0.85	$42.59M

Holdings After Transaction: Pre-Funded Warrants (Right to Buy) — 50,109,253 shares (Direct, null)

Footnotes (1)

1. On January 16, 2026, the Issuer issued and sold to Framework Ventures IV L.P. pre-funded warrants(the "Pre-Funded Warrants") to purchase an aggregate 50,109,253 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 Framework Ventures GP IV LLC("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and the Reporting Person, the "Framework 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. Framework GP is the general partner of the Reporting Person. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management.

Key Figures

Pre-funded warrants purchased: 50,109,253 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 50,109,253 warrants Right to buy same number of Common Stock shares

Purchase price per warrant $0.85 per warrant Consideration paid by Framework Ventures IV L.P.

Exercise price per share $0.05 per share Conversion or exercise price into Common Stock

Portion exercisable July 16, 2026 20% of warrants First tier of exercisability

Portion exercisable October 16, 2026 30% of warrants Second tier of exercisability

Portion exercisable January 16, 2027 50% of warrants Final tier of exercisability

Warrants expiration No expiration date Pre-funded warrants remain outstanding indefinitely

Post-transaction derivative holdings 50,109,253 warrants Total pre-funded warrants held after purchase

Key Terms

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

4 terms

Pre-Funded Warrants financial

"pre-funded warrants to purchase an aggregate 50,109,253 shares of the Issuer's 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.

beneficially owned financial

"The reported securities may also be deemed to be beneficially owned by Framework Ventures GP IV LLC"

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.

reverse stock split financial

"All figures presented reflect the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026"

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.

pecuniary interest financial

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

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^*

Framework Ventures IV L.P.

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CALIFORNIA 94111

(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)

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

2a. Foreign Trading Symbol

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

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

	Form filed by One Reporting Person
X	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		50,109,253(1)		(1)	(1)	Common Stock	50,109,253	$0.85	50,109,253(1)	D(2)

1. Name and Address of Reporting Person^*

Framework Ventures IV L.P.

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Framework Ventures Management LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Framework Ventures IV GP LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spencer Vance

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Anderson Michael Ernest

(Last) (First) (Middle)

600 MONTGOMERY STREET, FLOOR 42

(Street)

SAN FRANCISCO CALIFORNIA 94111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On January 16, 2026, the Issuer issued and sold to Framework Ventures IV L.P. pre-funded warrants(the "Pre-Funded Warrants") to purchase an aggregate 50,109,253 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 Framework Ventures GP IV LLC("Framework GP"), Framework Ventures Management LLC ("Framework Management"), Vance Spencer ("Mr. Spencer") and Michael Ernest Anderson ("Mr. Anderson" and together with Framework GP, Framework Management, Mr. Spencer and the Reporting Person, the "Framework 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. Framework GP is the general partner of the Reporting Person. Framework Management is the investment manager for Framework GP. Mr. Spencer and Mr. Anderson are members and the managers of Framework GP and the managing members of Framework Management.

Remarks:

Exhibit 99.1 - Joint Filing Agreement (incorporated by reference to Exhibit 99.1 for Form 4 filed with the Securities and Exchange Commission filed on October 20, 2025).

	/s/ Michael Ernest Anderson - Framework Ventures IV L.P. - Authorized Signatory	05/19/2026
	/s/ Michael Ernest Anderson - Framework Ventures Management LLC - Authorized Signatory	05/19/2026
	/s/ Michael Ernest Anderson - Framework Ventures IV GP LLC - Authorized Signatory	05/19/2026
	/s/ Vance Spencer	05/19/2026
	/s/ Michael Ernest Anderson	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 Framework Ventures IV L.P. purchase in Stablecoin Development Corp (SDEV)?

Framework Ventures IV L.P. purchased pre-funded warrants to acquire 50,109,253 shares of Stablecoin Development Corp’s Common Stock. These are derivative securities giving the right to buy shares later instead of immediate common stock ownership.

What prices apply to the SDEV pre-funded warrants bought by Framework Ventures IV L.P.?

Framework Ventures IV L.P. paid a purchase price of $0.85 per pre-funded warrant. Each warrant is exercisable into Common Stock at a separate exercise price of $0.05 per underlying share, according to the filing’s derivative transaction details.

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

The pre-funded warrants become exercisable on a tiered basis: 20% on July 16, 2026, 30% on October 16, 2026, and the remaining 50% on January 16, 2027. This structure staggers potential share issuance over several future dates.

Do the SDEV pre-funded warrants acquired by Framework Ventures have an expiration date?

The pre-funded warrants have no expiration date. They remain outstanding indefinitely, with exercise timing determined by the holder, subject to the tiered vesting schedule disclosed in the filing for the three specific future dates.

Who may be deemed to beneficially own the SDEV securities reported in this Form 4?

The securities may be deemed beneficially owned by Framework Ventures IV L.P., Framework Ventures GP IV LLC, Framework Ventures Management LLC, Vance Spencer, and Michael Ernest Anderson, each only to the extent of their pecuniary interest, as stated in the beneficial ownership footnote.

How does the reverse stock split affect the SDEV warrant figures in this Form 4?

All share figures for the pre-funded warrants and underlying Common Stock already reflect Stablecoin Development Corp’s 1-for-5 reverse stock split. The split became effective on February 20, 2026, and the filing confirms that the reported amounts incorporate this adjustment.