Kazley Michael John 4

What Happened

• Kazley Michael John, CEO of Stablecoin Development Corp (SDEV), exercised a pre‑funded warrant that covered 11,332,020 shares and was issued 11,307,300 shares after a cashless withholding. To cover the exercise cost, 24,720 warrant shares were withheld and reported sold at $1.09 each for $26,945.
• The exercise price was $0.002385 per share (paid on a cashless basis). The Form 4 shows the derivative exercise (code X) and the related sale (code S) of the withheld 24,720 shares.

Key Details

• Transaction date(s): Form lists activity on 2026-06-15; footnote states the exercise occurred on 2026-06-16. Form filed 2026-06-17 (appears timely).
• Exercise: 11,332,020 shares underlying a pre‑funded warrant; exercise price $0.002385/share; 11,307,300 shares issued to the reporting person after withholding.
• Sale/withholding: 24,720 shares withheld and sold at $1.09 for $26,945 to satisfy the exercise consideration.
• Footnotes: F1 explains the cashless exercise and withholding; F2 notes possible beneficial ownership attribution to related R01 entities, which disclaim ownership except for any pecuniary interest.
• Shares owned after transaction: The filing reports issuance of 11,307,300 shares to the CEO from this exercise; total post‑transaction holdings (including prior shares) are not reported here.

Context

• This was a cashless exercise of a pre‑funded warrant — the company withheld and sold a small block of shares to cover the exercise cost rather than a separate cash payment. Such withholding/sales to cover exercise costs are routine and do not necessarily indicate open‑market selling for investment purposes.
• Transaction codes: X = exercise/derivative; S = sale. The primary action was an acquisition via exercise, with a small portion immediately withheld/sold to satisfy the exercise price.