DeFi Development Corp. Announces Proposed Preferred Stock Offering

Rhea-AI Summary

DeFi Development Corp. (NASDAQ: DFDV) announced a proposed registered public offering of up to $65,000,000 of 10.00% Series C Cumulative Perpetual Preferred Stock with a $100 liquidation preference per share. Dividends are cumulative at 10.00% annually, payable quarterly beginning December 31, 2025. Net proceeds are intended for general corporate purposes, including the acquisition of Solana (SOL) and working capital. Shares will be convertible into common stock in certain circumstances. The company may redeem all Series C shares in specified conditions and has applied to list the Series C Preferred on Nasdaq under the symbol CHAD. The offering is managed by Benchmark Company, with co-managers Craig-Hallum, Rosenblatt, and Haitong International and is being made pursuant to an effective SEC registration statement.

Positive

• $65M capital raise earmarked for SOL acquisition
• Cumulative 10.00% dividend could attract income investors
• Proceeds available for working capital and corporate uses
• Convertible feature limits immediate cash-equity dilution

Negative

• Potential equity dilution if preferred converts into common stock
• 10.00% dividend creates a sizeable ongoing cash dividend obligation
• No existing public market for Series C preferred; listing pending
• Company may be forced to redeem all shares under specified tax/redemption triggers

Insights

Capital Markets Strategist

Company proposes a $65,000,000 preferred-stock raise with a 10.00% coupon to fund SOL purchases and working capital.

The offering would sell up to $65,000,000 of 10.00% Series C Cumulative Perpetual Preferred Stock with a $100.00 liquidation preference and quarterly dividends beginning on December 31, 2025. The shares are convertible into common stock under specified conditions, and the company may redeem all outstanding Series C shares in certain situations, including specified tax events or if outstanding Series C represents less than 25% of the series issued. The company applied to list the series on Nasdaq under the symbol CHAD; no public market exists currently.

The economics are explicit: a fixed cumulative cash dividend at 10.00% per year increases cash carry requirements relative to lower‑cost capital and creates a senior claim on dividends and liquidation up to the $100.00 preference. Conversion rights create potential dilution of common equity when exercised. The stated use of proceeds is to acquire SOL and for working capital, which ties the capital raise directly to the company’s treasury strategy.

Key dependencies and near‑term items to watch include SEC registration and prospectus availability, commencement of trading if Nasdaq approves (expected within 30 days after issuance), the first dividend payment date on December 31, 2025, and whether actual issuance reaches the announced cap of $65,000,000. Monitor the aggregate outstanding Series C relative to the 25% redemption threshold and any tax‑event redemption notices. These milestones provide concrete signals about issuance size, dilution scope, and cash dividend obligations over the next several quarters.

BOCA RATON, FL, Nov. 12, 2025 (GLOBE NEWSWIRE) -- DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced that, subject to market and other conditions, it intends to offer, in a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), up to $65,000,000 of shares of 10.00% Series C Cumulative Perpetual Preferred Stock (the “Series C Preferred Stock”).

The Company intends to use the net proceeds from the offering for general corporate purposes, including the acquisition of SOL and for working capital.

The holders of the Series C Perpetual Preferred Stock will be entitled to receive, when, as and if declared by the Company’s Board of Directors, only out of funds legally available for the payment of dividends, cumulative cash dividends at the annual rate of 10.00% of the $100.00 liquidation preference per year, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on December 31, 2025.

Holders of the Series C Preferred Stock will have the right to convert their shares of Series C Preferred Stock into shares of the company’s common stock (together, if applicable, with cash in lieu of any fractional share of common stock), in certain circumstances and during specified periods, at the then-applicable conversion rate.

The Company will have the right, at its election, to redeem all, and not less than all, of the Series C Preferred Stock, at any time, for cash if the total aggregate liquidation preference of all Series C Preferred Stock then outstanding is less than 25% of the aggregate liquidation preference of the Series C Preferred Stock issued in the offering. In addition, the Company will have the right to redeem all, but not less than all, of the Series C Preferred Stock if certain tax events occur. The redemption price for any Series C Preferred Stock to be redeemed will be a cash amount equal to the liquidation preference of the Series C Preferred Stock to be redeemed (or, in the case of a redemption in connection with a tax event, the greater of (1) the liquidation preference of the Series C Preferred Stock to be redeemed; and (2) the average of the last reported sale prices per share of Series C Preferred Stock for the five consecutive trading days ending on, and including, the trading day immediately before the date on which the Company sends the related redemption notice), plus accumulated and unpaid regular dividends to, but excluding, the redemption date.

No public market currently exists for Series C Preferred Stock. We have applied to list the Series C Preferred Stock on The Nasdaq Capital Market under the symbol “CHAD.” If the listing is approved, we expect trading to commence within 30 days after the date the Series C Preferred Stock is first issued.

The Benchmark Company, a StoneX Company, is acting as the book-running manager for the offering. Craig-Hallum, Rosenblatt, and Haitong International are acting as co-managers for the offering.

The offering is being made pursuant to an effective registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus. An electronic copy of the preliminary prospectus is available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus can be obtained from Benchmark Company, LLC, Attention: Syndicate Department, 150 East 58th Street, New York, NY 10155, by email at prospectus@benchmarkcompany.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About DeFi Development Corp.
DeFi Development Corp. (Nasdaq: DFDV) has adopted a treasury policy under which the principal holding in its treasury reserve is allocated to SOL. Through this strategy, the Company provides investors with direct economic exposure to SOL, while also actively participating in the growth of the Solana ecosystem. In addition to holding and staking SOL, DeFi Development Corp. operates its own validator infrastructure, generating staking rewards and fees from delegated stake. The Company is also engaged across decentralized finance (DeFi) opportunities and continues to explore innovative ways to support and benefit from Solana’s expanding application layer.

The Company is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions, as well as value-add services, to multifamily and commercial property professionals, as the Company connects the increasingly complex ecosystem that stakeholders have to manage.

The Company currently serves more than one million web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service providers, and thousands of multifamily and commercial property lenders, including more than 10% of the banks in America, credit unions, real estate investment trusts (“REITs”), debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more. The Company’s data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”).

Forward-Looking Statement
This release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including concerning the size and timing of the offering; the acceptance to list the Series C Preferred Stock on the Nasdaq Capital Market; the anticipated use of any proceeds from the offering; and the terms of the securities being offered. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "believe," "project," "estimate," "expect," strategy," "future," "likely," "may,", "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including market risks, trends and uncertainties, and other risks and uncertainties more fully in the section captioned "Risk Factors" in the Company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company's actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Investor Contact:
ir@defidevcorp.com

Media Contact:
press@defidevcorp.com

FAQ

What size offering did DeFi Development Corp (DFDV) announce on November 12, 2025?

DFDV announced a proposed offering of up to $65,000,000 of Series C preferred stock.

What dividend rate and payment schedule apply to DFDV Series C preferred stock?

The Series C carries a 10.00% annual cumulative cash dividend, payable quarterly beginning December 31, 2025.

How will DeFi Development Corp (DFDV) use proceeds from the Series C offering?

The company intends to use net proceeds for general corporate purposes, including the acquisition of SOL and working capital.

Will DFDV Series C preferred stock be convertible or redeemable?

Yes. Series C is convertible into common stock in certain circumstances and may be redeemed in full by the company under specified conditions.

What is the liquidation preference and proposed Nasdaq ticker for DFDV Series C?

The liquidation preference is $100 per share and the company applied to list the Series C on Nasdaq under the symbol CHAD.

Is there a public market currently for the Series C preferred shares of DFDV?

No. The press release states no public market currently exists and listing on Nasdaq is pending approval.