Osisko Development holder discloses 19.9% stake

Double Zero Capital and related parties filed an amended Schedule 13D on Osisko Development Corp., reporting beneficial ownership of 63,632,697 common shares, or 19.9% of the class.

Rhea-AI Filing Summary

Double Zero Capital and related parties filed an amended Schedule 13D on Osisko Development Corp., reporting beneficial ownership of 63,632,697 common shares, or 19.9% of the class. This includes 48,591,775 shares held directly and 15,040,922 shares issuable under warrants, all limited by a 19.9% Beneficial Ownership Blocker.

The amendment also discloses that Double Zero agreed to purchase $50,000,000 principal amount of 4.125% convertible senior notes due 2031 in a private placement, for an aggregate price of $50,017,187.50 funded from its working capital. The notes pay 4.125% interest semi-annually from December 15, 2026, mature on June 15, 2031, and are initially convertible at 272.1088 shares per $1,000, subject to the same 19.9% ownership cap.

Key Figures

Beneficial ownership: 63,632,697 shares Ownership percentage: 19.9% Directly held shares: 48,591,775 shares +5 more

8 metrics

Beneficial ownership 63,632,697 shares Osisko Development common shares beneficially owned

Ownership percentage 19.9% Percent of Osisko Development common shares class

Directly held shares 48,591,775 shares Osisko Development common shares held by Double Zero

Warrant-convertible shares under blocker 15,040,922 shares Shares issuable to Double Zero under warrants within 19.9% cap

Shares outstanding 304,721,378 shares Osisko Development shares outstanding as of May 11, 2026

Convertible notes principal $50,000,000 Principal amount of 4.125% convertible senior notes

Notes purchase price $50,017,187.50 Aggregate price paid by Double Zero for the notes

Conversion rate 272.1088 shares per $1,000 Initial conversion rate of the convertible notes

Key Terms

Beneficial Ownership Blocker, 4.125% convertible senior notes due 2031, Subscription Agreement, Indenture, +1 more

5 terms

Beneficial Ownership Blocker financial

"which are subject to the Beneficial Ownership Blocker (as defined below)."

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

4.125% convertible senior notes due 2031 financial

"offering by the Issuer of 4.125% convertible senior notes due 2031 (the "Notes")"

Subscription Agreement financial

"pursuant to a subscription agreement dated as of May 20, 2026"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Indenture financial

"an indenture dated as of May 26, 2026 by and between the Issuer"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Form 6-K regulatory

"as reported by the Issuer in its Notice ... an exhibit to the Form 6-K filed"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in Osisko Development (ODV) does Double Zero report?

Double Zero Capital and related parties report beneficial ownership of 63,632,697 Osisko Development shares, representing 19.9% of the outstanding common shares. This total combines directly held shares and shares issuable from warrants, all constrained by a 19.9% Beneficial Ownership Blocker.

How many Osisko Development (ODV) shares does Double Zero hold directly?

Double Zero directly holds 48,591,775 Osisko Development common shares. The reported 63,632,697 beneficially owned shares also include 15,040,922 shares that could be issued upon warrant exercise, subject to a 19.9% ownership cap under the Beneficial Ownership Blocker agreement.

What is the size and pricing of Double Zero’s Osisko Development convertible notes purchase?

Double Zero agreed to purchase Osisko Development 4.125% convertible senior notes due 2031 with $50,000,000 principal amount. The aggregate purchase price is $50,017,187.50, reflecting full principal plus accrued interest from the prior offering’s closing to the private placement closing date.

What are the key terms of Osisko Development’s 4.125% convertible notes held by Double Zero?

The notes are senior unsecured obligations paying 4.125% interest per year, semi-annually from December 15, 2026, and maturing June 15, 2031. They are initially convertible at 272.1088 shares per $1,000 principal, with conversion into cash, shares, or both at the issuer’s election.

How does the Beneficial Ownership Blocker affect Double Zero’s Osisko (ODV) warrants and notes?

Under a Beneficial Ownership Blocker, Double Zero cannot exercise warrants or convert notes if doing so would raise its ownership to 19.9% or more of outstanding shares. This cap limits how many additional shares can be issued to Double Zero at any time.

What Osisko Development share count underlies Double Zero’s 19.9% ownership calculation?

The 19.9% figure is based on 304,721,378 Osisko Development shares outstanding as of May 11, 2026, plus 15,040,922 shares issuable under certain warrants. This combined figure reflects the maximum additional shares issuable to Double Zero under the ownership blocker.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 09:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Osisko Development Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

68828E809

(CUSIP Number)

Double Zero Capital, LP
2140 South Dupont Highway,
Camden, DE, 19934
(702) 863-3551

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 68828E809

1

Name of reporting person

Double Zero Capital, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 63,632,697.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 63,632,697.00

11

Aggregate amount beneficially owned by each reporting person

63,632,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Double Zero Capital, LP ("Double Zero") is the beneficial owner of (i) 48,591,775 common shares, no par value, of the Issuer (the "Shares") held directly by Double Zero and (ii) 18,300,000 Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants") directly held by Double Zero, which are subject to the Beneficial Ownership Blocker (as defined below). Pursuant to an agreement between Double Zero and the Issuer (the "Blocker Agreement"), Double Zero will not be entitled to exercise the Warrants or other convertible securities previously or subsequently acquired by Double Zero to the extent that, as a result of such exercise, the number of Shares held by Double Zero will equal or exceed 19.9% of the then-outstanding Shares of the Issuer (the "Beneficial Ownership Blocker"). The 63,632,697 Shares reported as beneficially owned by Double Zero in this Schedule 13D represent the Shares held directly by Double Zero and 15,040,922 Shares that could be issued to Double Zero upon exercise of certain Warrants under the Beneficial Ownership Blocker. Percentage based on (i) 304,721,378 Shares outstanding as of May 11, 2026, as reported by the Issuer in its Notice of Annual and Special Meeting of Shareholders, an exhibit to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on May 20, 2026 (the "Form 6-K"), plus (ii) 15,040,922 Shares issuable upon exercise of certain Warrants, which due to the Beneficial Ownership Blocker is the maximum number of Shares that could be issued upon exercise of the Warrants.

SCHEDULE 13D

CUSIP Number(s): 68828E809

1

Name of reporting person

Brand Name GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 63,632,697.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 63,632,697.00

11

Aggregate amount beneficially owned by each reporting person

63,632,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Brand Name GP, LLC ("Brand Name GP") may be deemed the beneficial owner of (i) 48,591,775 Shares owned by Double Zero and (ii) 18,300,000 Shares issuable to Double Zero upon the exercise of the Warrants, which are subject to the Beneficial Ownership Blocker. Pursuant to the Blocker Agreement, Double Zero will not be entitled to exercise the Warrants or other convertible securities previously or subsequently acquired by Double Zero to the extent that the Beneficial Ownership Blocker applies. The 63,632,697 Shares reported as beneficially owned by Brand Name GP in this Schedule 13D represent the Shares held directly by Double Zero and 15,040,922 Shares that could be issued to Double Zero upon exercise of certain Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Brand Name GP as the general partner of Double Zero. Brand Name GP disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest in such securities, if any. Percentage based on: (i) 304,721,378 Shares outstanding as of May 11, 2026, as reported by the Issuer in the Form 6-K, plus (ii) 15,040,922 Shares issuable upon exercise of certain Warrants, which due to the Beneficial Ownership Blocker is the maximum number of Shares that could be issued upon exercise of the Warrants.

SCHEDULE 13D

CUSIP Number(s): 68828E809

1

Name of reporting person

Wen Hou

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 63,632,697.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 63,632,697.00

11

Aggregate amount beneficially owned by each reporting person

63,632,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Wen Hou may be deemed the beneficial owner of (i) 48,591,775 Shares owned by Double Zero and (ii) 18,300,000 Shares issuable to Double Zero upon the exercise of the Warrants, which are subject to the Beneficial Ownership Blocker. Pursuant to the Blocker Agreement, Double Zero will not be entitled to exercise the Warrants or other convertible securities previously or subsequently acquired by Double Zero to the extent that the Beneficial Ownership Blocker applies. The 63,632,697 Shares reported as beneficially owned by Mr. Hou in this Schedule 13D represent the Shares held directly by Double Zero and 15,040,922 Shares that could be issued to Double Zero upon exercise of certain Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Mr. Hou as the principal of Brand Name GP, the general partner of Double Zero. Mr. Hou disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest in such securities, if any. Percentage based on: (i) 304,721,378 Shares outstanding as of May 11, 2026, as reported by the Issuer in the Form 6-K, plus (ii) 15,040,922 Shares issuable upon exercise of certain Warrants, which due to the Beneficial Ownership Blocker is the maximum number of Shares that could be issued upon exercise of the Warrants.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Osisko Development Corp.
(c)	Address of Issuer's Principal Executive Offices: 1100 Avenue des Canadiens-de-Montreal, Suite 300, Montreal, QUEBEC, CANADA , H3B 2S2.
Item 2.	Identity and Background
(a)	This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the SEC on August 28, 2025 (the "Prior Schedule 13D") by Double Zero Capital, LP ("Double Zero"), Brand Name GP, LLC ("Brand Name GP"), and Wen Hou (collectively with Double Zero and Brand Name GP, the "Reporting Persons") relating to common shares, no par value, of the Issuer (the "Shares"). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 1, the Prior Schedule 13D is unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately after the last paragraph of Item 3: Following the closing of an offering by the Issuer of 4.125% convertible senior notes due 2031 (the "Notes") on May 26, 2026 to other investors (the "Prior Offering"), Double Zero agreed to purchase Notes in the principal amount of $50,000,000 in a private placement pursuant to a subscription agreement dated as of May 20, 2026 by and between the Issuer and Double Zero (the "Subscription Agreement").The closing of the private placement, which will occur on May 29, 2026 (the "Closing Date"), was conditioned on the closing of the Prior Offering. The aggregate purchase price payable by Double Zero for the Notes is $50,017,187.50 representing (i) 100% of the principal amount of the Notes, plus (ii) accrued and unpaid interest from the closing of the Prior Offering up to the Closing Date. Double Zero is financing the purchase price with funds from its working capital, which includes proceeds from realized gains on prior investments.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages of this Schedule 13D is incorporated herein by reference, including footnotes thereto.
(b)	The information set forth in the cover pages of this Schedule 13D is incorporated herein by reference, including footnotes thereto.
(c)	The information set forth in Item 3 is incorporated herein by reference. No other transactions in the Issuer's Shares have been effected by the Reporting Persons within the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraphs immediately prior to the last paragraph of Item 6: The Notes acquired by Double Zero pursuant to the Subscription Agreement are governed by the terms of the Notes and an indenture dated as of May 26, 2026 by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the "Indenture"). The Notes are general senior unsecured obligations of the Issuer which are accruing interest payable semi-annually beginning on December 15, 2026 at a rate of 4.125% per annum and which will mature on June 15, 2031, unless earlier converted, redeemed or repurchased. Pursuant to the terms of the Indenture, the Notes held by Double Zero are convertible at the option of the holder under the terms and conditions specified in the Indenture at an initial conversion rate of 272.1088 Shares per $1,000 principal amount of Notes (subject to certain adjustments specified in the Indenture). The Notes will be converted into cash, Shares, or a combination of cash and Shares, at the Issuer's sole election. The Notes acquired by Double Zero are subject to the Blocker Agreement such that Double Zero may not convert any Notes that would result in it holding (directly or indirectly) 19.9% or more of the issued and outstanding Shares after giving effect to such conversion. The foregoing descriptions of the Subscription Agreement, the Indenture, and the Notes do not purport to be complete and are qualified in their entirety by the contents of the Subscription Agreement, the Indenture, and the Notes, respectively, copies of which are each attached hereto as Exhibit 99.5, Exhibit 99.6, and Exhibit 99.7 and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.5 Subscription Agreement 99.6 Indenture (incorporated by reference to Exhibit 99.2 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed on May 26, 2026) 99.7 Form of the 4.125% convertible senior note due 2031 (attached as Exhibit A of the Indenture incorporated by reference to Exhibit 99.2 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed on May 26, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Double Zero Capital, LP

Signature:	/s/ Wen Hou
Name/Title:	Manager of Brand Name GP, LLC, manager of Double Zero Capital, LP
Date:	05/28/2026

Brand Name GP, LLC

Signature:	/s/ Wen Hou
Name/Title:	Manager
Date:	05/28/2026

Wen Hou

Signature:	/s/ Wen Hou
Name/Title:	Wen Hou
Date:	05/28/2026