DeFi Development Corp SEC Filings

DeFi Development Corp. (DFDV) set a virtual annual meeting for December 18, 2025 to vote on six proposals. Stockholders will elect five directors; ratify Wolf & Company, P.C. as independent auditor for the year ending December 31, 2025; amend the 2023 Equity Incentive Plan to reserve 5,000,000 shares; amend the Certificate of Incorporation to increase authorized common stock to 1,000,000,000 and authorized preferred stock to 1,000,000,000; and approve a 2025 Employee Stock Purchase Plan. The Board recommends voting “FOR” all items.

Holders of common and Series A preferred stock may vote as of the October 24, 2025 record date. There were 30,123,949 common shares outstanding and 10,000 Series A preferred shares outstanding as of that date. Each common share has one vote and each Series A preferred share has 10,000 votes. The meeting will be conducted online, with registration and voting available via the provided web portal.

The proxy statement notes a 7-for-1 forward stock split of outstanding common stock effective May 20, 2025. Proposal voting standards vary by item, with the share authorization amendments requiring majority voting power of outstanding shares as specified.

DeFi Development Corp. (DFDV) filed a Rule 424(b)(3) prospectus to register up to 9,953,543 shares of common stock for resale by selling stockholders. The registration covers 4,171,907 outstanding shares and 5,781,636 shares issuable upon exercise of pre-funded warrants at an exercise price of approximately $0.0001 per share. The company is not selling any securities in this offering and will not receive proceeds from sales by the selling stockholders.

The shares may be sold from time to time using various methods permitted by law. DFDV’s common stock trades on Nasdaq under “DFDV”; on October 13, 2025, the last reported sale price was $16.15. Shares outstanding were 27,718,159 as of September 30, 2025. The filing notes additional “potentially issuable” shares from other instruments outside this registration.

The prospectus includes risk disclosures, including that effectiveness is expected under Section 8(a) “due to the closure of the SEC,” which may pose additional risks. DFDV remains an emerging growth and smaller reporting company.

DeFi Development Corp. (DFDV) filed an S-1 to register up to 3,898,856 shares of common stock issuable upon the exercise of company-issued warrants. The warrants were distributed at no charge on October 27, 2025, one warrant for every ten shares (and to specified note and pre-funded warrant holders as described), and are exercisable for cash only at $22.50 per warrant from the registration’s effectiveness until January 21, 2028, subject to an early‑expiration price condition. The company’s common stock last closed at $13.44 on October 28, 2025; the warrants are expected to trade on Nasdaq as DFDVW.

If fully exercised, the company would receive approximately $87.7 million in gross proceeds, intended for general corporate purposes, including the acquisition of SOL and working capital. Shares outstanding were 30,123,949 as of October 23, 2025; assuming full warrant exercise, shares outstanding would be 34,022,805. Each warrant initially covers one share, with standard anti‑dilution adjustments and an early‑expiration trigger tied to a $27.00 daily VWAP threshold over a defined period.

DeFi Development Corp. (DFDV) reported an insider equity grant. A company director acquired 7,000 shares of common stock on 10/21/2025 at a reported price of $0.0000, reflecting a grant of restricted stock units (RSUs). The RSUs vest quarterly in equal installments, with 100% vested on the one-year anniversary of the grant date, contingent on continued service. Following the transaction, the director beneficially owns 7,000 shares, held directly.

DeFi Development Corp. (DFDV) reported an initial beneficial ownership filing. A company director submitted a Form 3 with an event date of 10/21/2025 and reported no securities beneficially owned.

The filing was made by one reporting person and includes an Exhibit 24 power of attorney authorizing the attorney-in-fact to act on the filer’s behalf.

DeFi Development Corp. (DFDV) filed a preliminary proxy for its 2025 virtual annual meeting on December 18, 2025 at 2:00 p.m. ET. Stockholders will vote on six items: elect five directors; ratify Wolf & Company, P.C. as auditor for 2025; amend the 2023 Equity Incentive Plan to reserve 5,000,000 shares; amend the Certificate of Incorporation to increase authorized common stock to 1,000,000,000; amend the Certificate to increase authorized preferred stock to 1,000,000,000; and approve a new 2025 Employee Stock Purchase Plan.

The Board unanimously recommends a vote FOR all proposals. The record date is October 24, 2025. As of that date, there were 29,469,379 shares of common stock outstanding (one vote per share) and 10,000 shares of Series A preferred outstanding, each entitled to 10,000 votes. Proposal 1 is decided by plurality; Proposals 2, 3 and 6 require a majority of votes cast; Proposal 4 requires a majority of the voting power outstanding; Proposal 5 requires a majority of the voting power outstanding and a separate majority of Series A voting power.

Broker discretionary voting applies to auditor ratification and the authorized common increase. The proxy notes a 7‑for‑1 forward stock split effective May 20, 2025 for share references.

DeFi Development Corp. (DFDV) appointed Thomas Perfumo to its Board of Directors to fill a vacancy created by Marco Santori’s departure. He will serve on the Audit, Compensation, and Nominating & Corporate Governance Committees. The Board approved a grant of 7,000 restricted stock units to Mr. Perfumo, which will vest quarterly over the next year.

The company also made available an updated warrant distribution FAQ, which supersedes the prior version. The communication states the warrant issuance has not been registered under the Securities Act, and that a Form 8-A and a registration statement with a prospectus or prospectus supplement describing the warrants will be filed. Holders of Common Stock, 5.50% Convertible Senior Notes due 2030, 2.5% Convertible Notes due 2030, and currently outstanding warrants are directed to review those materials, including Risk Factors.

DeFi Development Corp. (DFDV) reported its current share count. The company disclosed 28,888,178 total shares outstanding as of October 15, 2025. It also noted activity related to pre-funded warrants from its August 2025 PIPE: 2,803,058 have been exercised, with 2,978,578 pre-funded warrants still outstanding. If all remaining pre-funded warrants were exercised, the adjusted outstanding share count would be approximately 31.9 million.

The company also announced a press release updating its holdings of Solana and Solana equivalents and related metrics, furnished as Exhibit 99.1.