Stablecoin Development (NBY) fund buys 53.7M pre-funded warrants

Rhea-AI Filing Summary

Stablecoin Development Corp reported an insider transaction involving a large derivative purchase. On January 16, 2026, R01 Fund LP, an entity associated with the R01 group, bought 53,679,974 pre-funded warrants, each giving the right to buy one share of common stock, at $0.85 per warrant.

The warrants have a $0.05 per share exercise price and no expiration date. They become exercisable in stages: 20% on July 16, 2026, 30% on October 16, 2026, and the remaining 50% on January 16, 2027. After this transaction, R01 Fund LP holds 53,679,974 pre-funded warrants. The filing notes these securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC, and CEO Michael Kazley, though each disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Insider transactions analyst

Fund associated with management makes a very large warrant purchase.

The filing shows R01 Fund LP buying 53,679,974 pre-funded warrants at $0.85 each, with a $0.05 exercise price. This is an open-market or private purchase of derivatives tied one-for-one to common stock.

The warrants have no expiration and become exercisable in tiers on July 16, 2026, October 16, 2026, and January 16, 2027. This structure staggers potential share issuance over time rather than immediately.

The securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC, and CEO Michael Kazley, though each disclaims beneficial ownership beyond any pecuniary interest. Actual impact on the share count will depend on how and when these warrants are exercised.

Insider Trade Summary

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

Net Buy 1 txn

Insider R01 Fund LP, Kazley Michael John, R01 Capital LLC, R01 Capital Manager LLC

Role null | Chief Executive Officer | null | null

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 Capital LLC ("R01 Capital"), R01 Capital Manager LLC ("R01 Capital Manager") and Michael Kazley ("Mr. Kazley" and together with R01 Capital, R01 Capital Manager 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 the Reporting Person. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley 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: $0.05 per share +5 more

8 metrics

Pre-funded warrants purchased 53,679,974 warrants Bought by R01 Fund LP on January 16, 2026

Purchase price per warrant $0.85 per warrant Open-market or private purchase

Exercise price $0.05 per share Conversion price for underlying common stock

Underlying shares 53,679,974 shares Common stock underlying the pre-funded warrants

Holdings after transaction 53,679,974 warrants Total pre-funded warrants held by R01 Fund LP

First exercisability tranche 20% on July 16, 2026 Tiered exercisability schedule

Second exercisability tranche 30% on October 16, 2026 Tiered exercisability schedule

Final exercisability tranche 50% on January 16, 2027 Tiered exercisability schedule

Key Terms

Pre-Funded Warrants, beneficially owned, pecuniary interest, reverse stock split, +1 more

5 terms

Pre-Funded Warrants financial

"the Issuer issued and sold to R01 LP pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate 53,679,974 shares"

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 R01 Capital 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.

pecuniary interest financial

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

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.

investment manager financial

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

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^*

R01 Fund LP

(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)

	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		53,679,974(1)		(1)	(1)	Common Stock	53,679,974(1)	$0.85	53,679,974(1)	I	By R01 Entities(2)

1. Name and Address of Reporting Person^*

R01 Fund LP

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(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^*

Kazley Michael John

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

R01 Capital LLC

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(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^*

R01 Capital Manager LLC

(Last) (First) (Middle)

1111 LINCOLN ROAD, SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(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 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 Capital LLC ("R01 Capital"), R01 Capital Manager LLC ("R01 Capital Manager") and Michael Kazley ("Mr. Kazley" and together with R01 Capital, R01 Capital Manager 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 the Reporting Person. R01 Capital Manager is the investment manager for R01 Capital. Mr. Kazley is the managing member of R01 Capital Manager.

Remarks:

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

	/s/ Michael Kazley - R01 Fund LP - Principal	05/19/2026
	/s/ Michael Kazley	05/19/2026
	/s/ Michael Kazley - R01 Capital LLC - Managing Member	05/19/2026
	/s/ Michael Kazley - R01 Capital Manager LLC - Managing Member	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 insider transaction did Stablecoin Development Corp (NBY) report?

Stablecoin Development Corp reported that R01 Fund LP bought 53,679,974 pre-funded warrants. Each warrant is tied to one share of common stock and was purchased at $0.85, representing a large derivative position connected to the company’s equity.

How many Stablecoin Development (NBY) pre-funded warrants were purchased and at what price?

R01 Fund LP acquired 53,679,974 pre-funded warrants at a purchase price of $0.85 per warrant. Each warrant allows the holder to buy one share of Stablecoin Development Corp common stock at a separate exercise price of $0.05.

When do the Stablecoin Development (NBY) pre-funded warrants become exercisable?

The pre-funded warrants become exercisable in stages: 20% on July 16, 2026, 30% on October 16, 2026, and the remaining 50% on January 16, 2027. This tiered schedule gradually unlocks the right to convert warrants into common shares.

What is the exercise price of the Stablecoin Development (NBY) pre-funded warrants?

Each pre-funded warrant has an exercise price of $0.05 per share of common stock. Investors pay $0.85 per warrant upfront, then an additional $0.05 when exercising, creating a low incremental cost to convert each warrant into a share.

Who may be deemed to beneficially own the Stablecoin Development (NBY) warrants?

The filing states the securities may be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC, and CEO Michael Kazley. Each party disclaims beneficial ownership beyond any pecuniary interest, clarifying their economic stake in these warrants.

How many pre-funded warrants does R01 Fund LP hold in Stablecoin Development (NBY) after this transaction?

After the reported transaction, R01 Fund LP holds 53,679,974 pre-funded warrants. These instruments each correspond to one potential share of common stock and collectively represent a significant derivative position linked to Stablecoin Development Corp.