Kazley reports 58.1% control stake in Stablecoin Development (NBY) via RSUs

Rhea-AI Filing Summary

Stablecoin Development Corp’s major holder updated its ownership disclosure after large equity awards to its principal. R01 Fund LP and related entities report beneficial ownership of 11,361,216 common shares, or about 42.7% of the company’s 26,625,029 shares outstanding as of March 16, 2026.

Including 4,118,828 time-based restricted stock units granted on March 31, 2026, Michael Kazley now beneficially owns 15,480,044 shares, or about 58.1% of the common stock. He also received 15,445,603 performance-based RSUs that may be earned over a five-year period if stock price and digital asset net asset value hurdles are met, then vesting over an additional two years.

Insights

Equity ownership and governance analyst

Filing shows consolidated control above 50% via RSU-heavy package.

R01 Fund LP and affiliates continue to hold a large 42.7% stake in Stablecoin Development Corp, while principal Michael Kazley reports 58.1% beneficial ownership when his new time-based RSUs are included. This reflects effective majority control of the common equity.

The grant of 4,118,828 time-based RSUs and 15,445,603 performance-based RSUs concentrates incentives in a single key executive. The performance-based awards depend on stock price and digital asset net asset value hurdles over a five-year period, then vest in quarterly installments over two years.

The overall impact depends on future performance against those hurdles and actual vesting outcomes. Subsequent company filings describing earnings, asset values, and RSU vesting progress will frame how this ownership concentration and equity overhang affect existing shareholders.

Key Figures

R01 beneficial ownership: 11,361,216 shares R01 stake percentage: 42.7% Kazley beneficial ownership: 15,480,044 shares +5 more

8 metrics

R01 beneficial ownership 11,361,216 shares R01 Fund LP and affiliates’ common stock stake

R01 stake percentage 42.7% Portion of 26,625,029 shares outstanding as of March 16, 2026

Kazley beneficial ownership 15,480,044 shares Common stock including time-based RSUs

Kazley stake percentage 58.1% Portion of 26,625,029 shares outstanding as of March 16, 2026

Time-based RSUs 4,118,828 units Granted to Michael Kazley on March 31, 2026; vest Feb 16, 2027

Performance-based RSUs 15,445,603 units Granted March 31, 2026; earned over five-year performance period

Shares outstanding baseline 26,625,029 shares Common stock outstanding as of March 16, 2026

Reverse stock split ratio 1-for-5 Reverse split effective February 20, 2026

Key Terms

time-based restricted stock units, performance-based restricted stock units, beneficially own, reverse stock split, +2 more

6 terms

time-based restricted stock units financial

"On March 31, 2026, Michael Kazley was granted 4,118,828 time-based restricted stock units"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

performance-based restricted stock units financial

"also was granted 15,445,603 performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

beneficially own financial

"R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 11,361,216 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

reverse stock split financial

"as adjusted for 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.

CUSIP Number financial

"Common Stock, $0.01 par value (Title of Class of Securities) 66987P409 (CUSIP Number)"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Stablecoin Development Corp

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

66987P409

(CUSIP Number)

R01 FUND LP
1111 Lincoln Road, Suite 500
Miami Beach, FL, 33139
305-982-7994

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

03/31/2026

(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): 66987P409

1

Name of reporting person

R01 Fund 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 11,361,216.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,361,216.00

11

Aggregate amount beneficially owned by each reporting person

11,361,216.00

12

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

13

Percent of class represented by amount in Row (11)

42.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.

SCHEDULE 13D

CUSIP Number(s): 66987P409

1

Name of reporting person

R01 Capital 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)

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 11,361,216.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,361,216.00

11

Aggregate amount beneficially owned by each reporting person

11,361,216.00

12

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

13

Percent of class represented by amount in Row (11)

42.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.

SCHEDULE 13D

CUSIP Number(s): 66987P409

1

Name of reporting person

R01 Capital Manager 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)

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 11,361,216.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,361,216.00

11

Aggregate amount beneficially owned by each reporting person

11,361,216.00

12

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

13

Percent of class represented by amount in Row (11)

42.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.

SCHEDULE 13D

CUSIP Number(s): 66987P409

1

Name of reporting person

Kazley Michael John

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 11,361,216.00
9	Sole Dispositive Power 4,118,828.00
10	Shared Dispositive Power 11,361,216.00

11

Aggregate amount beneficially owned by each reporting person

15,480,044.00

12

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

13

Percent of class represented by amount in Row (11)

58.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

R01 Fund LP's beneficial ownership of the reported securities is comprised of 11,361,216 shares of the Issuer's Common Stock, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026. The 11,361,216 reported securities may also be deemed beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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. Michael Kazley's beneficial ownership of the reported securities is comprised of 15,480,044 shares of the Issuer's Common Stock, consisting of (i) 11,361,216 shares of the Issuer's Common Stock that was previously reported, as adjusted for the Issuer's 1-for-5 reverse stock split that became effective on February 20, 2026, and (ii) 4,118,828 time-based restricted stock units ("Time-Based RSUs") that were granted to Michael Kazley on March 31, 2026. 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. All percentage calculations herein are based on the aggregate of 26,625,029 shares of Common Stock outstanding as of March 16, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Stablecoin Development Corp
(c)	Address of Issuer's Principal Executive Offices: 2000 POWELL STREET, SUITE 1150, EMERYVILLE, CALIFORNIA , 94608.
Item 1 Comment: Explanatory Note: This Amendment No. 3 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025, and as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 20, 2026 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (f/k/a NovaBay Pharmaceuticals, Inc.) (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged.
Item 4.	Purpose of Transaction
	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.
Item 5.	Interest in Securities of the Issuer
(a)	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.
(b)	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
(c)	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.
(d)	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.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	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.
Item 7.	Material to be Filed as Exhibits.
	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

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.

R01 Fund LP

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Principal
Date:	04/02/2026

R01 Capital LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	04/02/2026

R01 Capital Manager LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	04/02/2026

Kazley Michael John

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley
Date:	04/02/2026

FAQ

How many Stablecoin Development Corp shares does R01 Fund report owning?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own 11,361,216 shares of Stablecoin Development Corp common stock. This represents about 42.7% of the 26,625,029 shares outstanding as of March 16, 2026, giving the group substantial influence.

What is Michael Kazley’s total beneficial ownership in Stablecoin Development Corp (NBY)?

Michael Kazley beneficially owns 15,480,044 shares of Stablecoin Development Corp common stock. This equals about 58.1% of the 26,625,029 shares outstanding as of March 16, 2026, reflecting majority control when including his time-based RSUs.

What time-based RSUs were granted to Michael Kazley by Stablecoin Development Corp?

On March 31, 2026, Michael Kazley received 4,118,828 time-based RSUs. These units vest 100% on February 16, 2027, generally conditioned on his continued employment with the company through that vesting date, increasing his equity exposure upon vesting.

How do the performance-based RSUs for Michael Kazley at Stablecoin Development Corp work?

On March 31, 2026, Kazley was granted 15,445,603 performance-based RSUs. They are earned over a five-year period if specified stock price and digital asset net asset value hurdles are met, then vest quarterly over two years following each achieved hurdle, subject to service conditions.

What share count did Stablecoin Development Corp use for ownership percentages?

All percentage calculations are based on 26,625,029 shares of Stablecoin Development Corp common stock outstanding as of March 16, 2026. Both the 42.7% stake for the R01 entities and the 58.1% stake for Michael Kazley use this same baseline share count.

Did Stablecoin Development Corp complete a reverse stock split before this Schedule 13D/A?

Yes. The reported holdings are adjusted for a 1-for-5 reverse stock split of Stablecoin Development Corp common stock that became effective on February 20, 2026. The 11,361,216 shares attributed to R01 Fund reflect this adjustment.