13D Filings
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Stablecoin Development Corp
NBY
Amendment
Ownership

58.10%

Total Shares

15,480,044

Issuer CIK

1389545

Event Date

Mar 30, 2026

Accepted

Apr 2, 2026, 09:44 PM

SEC EDGARView Original Filing
Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Kazley Michael John
Individual
58.10%15,480,044011,361,216
R01 Fund LP
Partnership
42.70%11,361,216011,361,216
R01 Capital LLC
Other
42.70%11,361,216011,361,216
R01 Capital Manager LLC
Other
42.70%11,361,216011,361,216
Disclosure Items (5)

Security Title

Common Stock, $0.01 par value

Issuer Name

Stablecoin Development Corp

Issuer Address

2000 POWELL STREET, EMERYVILLE, CA, 94608

On March 31, 2026, Michael Kazley was granted 4,118,828 time-based restricted stock units ("Time-Based RSUs"). 100% of the Time-Based RSUs will vest on February 16, 2027, generally subject to Mr. Kazley's continued employment with the Company through such vesting date. On March 31, 2026, Mr. Kazley also was granted 15,445,603 performance-based restricted stock units ("Performance-Based RSUs") that will be earned based on the achievement of specified stock price hurdles and digital asset net asset value hurdles over a five-year performance period. To the extent earned, the Performance-Based RSUs will vest in quarterly installments over two years following achievement of the applicable hurdle, subject to a thirteen-month cliff from January 16, 2026, generally subject to Mr. Kazley's continued employment with the Issuer through the applicable vesting date. The descriptions of the Time-Based RSUs and the Performance-Based RSUs above do not purport to be complete and are qualified in their entirety by reference to the respective forms of restricted stock unit agreements, which are filed as exhibits to this Amendment No. 3 to Schedule 13D, and are incorporated by reference herein.

Percentage of Class

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 11,361,216 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 42.7% of the outstanding shares of Common Stock, based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026. Michael Kazley beneficially owns an aggregate of 15,480,044 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 58.1% of the outstanding shares of Common Stock, based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.

Number of Shares

1. Sole power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 Shares of Common Stock Michael Kazley: 0 shares of Common Stock 2. Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 11,361,216 shares of Common Stock Michael Kazley: 11,361,216 shares of Common Stock 3. Sole power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 Shares of Common Stock Michael Kazley: 4,118,828 shares of Common Stock 4. Shared power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 11,361,216 shares of Common Stock Michael Kazley: 11,361,216 shares of Common Stock

Transactions

Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.

Shareholders

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares.

Date of 5% Ownership

Not applicable.

As described in Item 4 above, on March 31, 2026, the Company approved the Time-Based RSUs and the Performance-Based RSUs. The descriptions in Item 4 are incorporated by reference herein.

Exhibit 99.3: Form of Restricted Stock Unit Agreement (Time-Based) (Michael Kazley) (incorporated by reference to the Company's current report on Form 8-K filed on April 1, 2026). https://www.sec.gov/Archives/edgar/data/1389545/000143774926010902/ex_940218.htm Exhibit 99.4: Form of Restricted Stock Unit Agreement (Performance-Based) (Michael Kazley) (incorporated by reference to the Company's current report on Form 8-K filed on April 1, 2026). https://www.sec.gov/Archives/edgar/data/1389545/000143774926010902/ex_940220.htm