Stablecoin Development (SDEV) CEO-linked R01 Entities exercise 11.3M pre-funded warrants

Rhea-AI Filing Summary

Stablecoin Development Corp director and CEO-linked entities exercised a large pre-funded warrant position and increased their common stock holdings. Entities associated with Kazley Michael John exercised pre-funded warrants for 11,332,020 shares of common stock at approximately $0.0024 per share on a cashless basis.

According to the footnote, 24,720 warrant shares were withheld to pay the exercise price, and 11,307,300 shares were issued to these entities. Following the transactions, they indirectly held 22,693,236 shares of Stablecoin Development Corp common stock.

Insights

Equity compensation and insider-transactions analyst

Large warrant exercise with minor share withholding looks like routine structuring, not a directional bet.

Entities associated with Kazley Michael John exercised pre-funded warrants for 11,332,020 shares of Stablecoin Development Corp common stock at about $0.0024 per share. This was done on a cashless basis, a common method that avoids a separate cash payment.

The footnote clarifies that 24,720 warrant shares were withheld to cover the exercise cost, while 11,307,300 shares were issued. After these moves, the entities indirectly held 22,693,236 common shares. The pattern is economically similar to an option exercise with tax or cost withholding, so it mainly restructures how exposure is held rather than signaling a clear bullish or bearish view.

Insider Trade Summary

Net Seller: 24,720 shares ($26,945)

Net Sell 3 txns

Insider Kazley Michael John

Role Chief Executive Officer

Sold 24,720 shs ($27K)

Type	Security	Shares	Price	Value
X	Pre-Funded Warrants (Right to Buy)	11,332,020	$0.00	--
X	Common Stock	11,332,020	$0.0024	$27K
Sale	Common Stock	24,720	$1.09	$27K

Holdings After Transaction: Pre-Funded Warrants (Right to Buy) — 0 shares (Indirect, By R01 Entities); Common Stock — 22,693,236 shares (Indirect, By R01 Entities)

Footnotes (1)

1. On June 16, 2026, the Reporting Person exercised a pre-funded warrant to purchase 11,332,020 shares of common stock for $0.002385 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 11,307,300 shares. 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 exercised: 11,332,020 shares Exercise price: $0.002385 per share Shares withheld: 24,720 shares +3 more

6 metrics

Pre-funded warrants exercised 11,332,020 shares Common stock underlying pre-funded warrants exercised June 15, 2026

Exercise price $0.002385 per share Cashless exercise of pre-funded warrants as described in footnote

Shares withheld 24,720 shares Warrant shares withheld to pay exercise price

Shares issued 11,307,300 shares Common shares issued to R01 Entities after cashless exercise

Indirect holdings after transaction 22,693,236 shares Total SDEV common stock indirectly held by R01 Entities after June 15, 2026

Withheld line price $1.09 per share Per-share value on 24,720-share S-coded line item

Key Terms

pre-funded warrant, cashless basis, beneficially owned, pecuniary interest, +1 more

5 terms

pre-funded warrant financial

"the Reporting Person exercised a pre-funded warrant to purchase 11,332,020 shares"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

cashless basis financial

"paid the exercise price on a cashless basis, resulting in the withholding of 24,720"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

beneficially owned financial

"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 financial

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

indirectly held financial

"Following the transactions, they indirectly held 22,693,236 shares of Stablecoin Development Corp common stock."

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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)
06/15/2026

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
Common Stock	06/15/2026		X		11,332,020	A	$0.0024	22,693,236	I	By R01 Entities(2)
Common Stock	06/15/2026		S(1)		24,720	D	$1.09	22,668,516	I	By R01 Entities(2)

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)	$0.0024	06/15/2026		X		11,332,020		01/01/2026	(1)	Common Stock	11,332,020	$0	0	I	By R01 Entities(2)

Explanation of Responses:

1. On June 16, 2026, the Reporting Person exercised a pre-funded warrant to purchase 11,332,020 shares of common stock for $0.002385 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 11,307,300 shares.

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	06/17/2026
	** 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 transactions did SDEV CEO-linked entities report on June 15, 2026?

Entities associated with SDEV CEO Kazley Michael John exercised pre-funded warrants for 11,332,020 common shares at about $0.0024 each. The exercise was cashless, with 24,720 shares withheld and 11,307,300 shares ultimately issued to the entities.

Did the SDEV Form 4 show an open-market sale by the CEO on June 15, 2026?

The Form 4 codes one line as a sale, but the footnote states 24,720 shares were withheld to pay the pre-funded warrant exercise price. This indicates a cost-settlement mechanism rather than an ordinary open-market disposition of SDEV shares.

How many SDEV shares do the R01 Entities indirectly hold after these transactions?

After the June 15, 2026 transactions, the R01 Entities indirectly held 22,693,236 shares of Stablecoin Development Corp common stock. This figure reflects the exercise of 11,332,020 pre-funded warrant shares and the withholding of 24,720 shares to cover the exercise price.

What is the economic effect of the SDEV pre-funded warrant exercise on June 15, 2026?

The economic effect is that pre-funded warrants converted into common stock at about $0.0024 per share. Instead of paying cash, 24,720 warrant shares were withheld, and 11,307,300 common shares were issued, shifting exposure from derivatives into direct equity holdings.

Who are the R01 Entities referenced in the SDEV Form 4 footnote?

The reported securities may be deemed beneficially owned by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC, and the reporting person, collectively the R01 Entities. Each disclaims beneficial ownership except to the extent of its or his pecuniary interest in such shares.