SCHEDULE: Stablecoin Development Corp: R01 Fund LP Amends Stake

R01 Fund LP and associated entities have updated their Schedule 13D filing, reporting a combined beneficial ownership of 58.1% of Stablecoin Development Corp's common stock, including newly granted restricted stock units to Michael Kazley.

Summary

• This filing is an amendment (Amendment No. 3) to a Schedule 13D originally filed on October 15, 2025, concerning the common stock of Stablecoin Development Corp.
• R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC collectively beneficially own 11,361,216 shares of common stock, representing approximately 42.7% of the outstanding shares as of March 16, 2026.
• Michael Kazley beneficially owns an aggregate of 15,480,044 shares, representing approximately 58.1% of the outstanding shares as of March 16, 2026.
• This ownership includes 11,361,216 shares adjusted for a 1-for-5 reverse stock split effective February 20, 2026.
• On March 31, 2026, Michael Kazley was granted 4,118,828 time-based restricted stock units (Time-Based RSUs) vesting on February 16, 2027, subject to continued employment.
• Additionally, on March 31, 2026, Michael Kazley was granted 15,445,603 performance-based restricted stock units (Performance-Based RSUs) with vesting tied to specified stock price and digital asset net asset value hurdles over a five-year period.
• The Performance-Based RSUs, if earned, will vest quarterly over two years following hurdle achievement, subject to a thirteen-month cliff from January 16, 2026, and continued employment.
• All reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting significant management incentives and concentrated ownership, but without explicit financial performance data or forward-looking guidance.

Positives

• Significant stake held by R01 Fund LP and associated entities, indicating strong investor conviction.
• Granting of Time-Based RSUs to Michael Kazley, with full vesting by February 16, 2027, aligns his interests with the company's short-to-medium term performance.
• Granting of Performance-Based RSUs to Michael Kazley, tied to stock price and NAV hurdles, incentivizes long-term value creation and strategic execution.

Negatives

• The combined ownership of 58.1% by Michael Kazley suggests a high degree of concentrated control, which could limit minority shareholder influence.
• The performance-based RSUs have a thirteen-month cliff from January 16, 2026, meaning no vesting occurs until after this period, potentially delaying immediate alignment with performance.

Risks

• The vesting of Performance-Based RSUs is contingent on achieving specified stock price hurdles and digital asset net asset value hurdles, which may not be met.
• Continued employment is a condition for vesting of both Time-Based and Performance-Based RSUs, creating a risk of forfeiture if employment ceases.
• The concentration of ownership could lead to decisions that primarily benefit the controlling parties rather than all shareholders.

Future Outlook

The future outlook for Michael Kazley's ownership is tied to the vesting of his Time-Based RSUs on February 16, 2027, and the potential achievement of stock price and digital asset net asset value hurdles for his Performance-Based RSUs over a five-year period. The company's overall outlook is implicitly linked to its ability to meet these performance targets.

Management Comments

• R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC disclaim beneficial ownership of the reported shares, except to the extent of their pecuniary interest.
• Michael Kazley disclaims beneficial ownership of shares held by R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC, except to the extent of his pecuniary interest.

Industry Context

StockSavvy.ai notes that the issuance of significant performance-based and time-based restricted stock units to key management, coupled with a substantial increase in beneficial ownership reporting by investment entities, is a common strategy in the volatile digital asset and technology sectors to incentivize leadership and signal long-term commitment amidst evolving market conditions.

Management Changes

Related Party Transactions

• Grant of 4,118,828 Time-Based RSUs to Michael Kazley on March 31, 2026.
• Grant of 15,445,603 Performance-Based RSUs to Michael Kazley on March 31, 2026.

Stakeholder Impact

• Shareholders: The concentrated ownership by Michael Kazley (58.1%) may influence corporate decision-making, potentially impacting minority shareholder interests. The RSUs granted to Kazley align his incentives with company performance, which could be positive for shareholders if targets are met.
• Employees: Continued employment is a condition for RSU vesting, creating job security incentives for Michael Kazley.
• Management: The RSUs provide significant financial incentives tied to company performance and stock price appreciation.

Next Steps

• Monitoring the vesting of Time-Based RSUs on February 16, 2027.
• Tracking the achievement of stock price and digital asset net asset value hurdles for Performance-Based RSUs.
• Observing any further amendments to the Schedule 13D filing as ownership or strategic interests evolve.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership and the granting of substantial equity incentives to a key individual, suggesting strong conviction from management and a focus on future performance. However, without explicit financial results or forward-looking guidance, a 'hold' recommendation is prudent, pending further clarity on the company's operational and financial trajectory and its ability to meet the performance hurdles for the RSUs.

Keywords

Schedule 13D, Stablecoin Development Corp, R01 Fund LP, Michael Kazley, Restricted Stock Units, RSUs, Beneficial Ownership, Common Stock, SEC Filing, Amendment