DeFi Development Corp SEC Filings

DeFi Development Corp. reported that director William J. Caragol received a grant of stock options on February 10, 2025. The award covers 87,500 options to buy common stock at an exercise price of $0.76 per share, with a stated expiration date of February 10, 2035. Following this grant, Caragol beneficially owned 87,500 derivative securities directly.

According to the footnotes, the number of options reflects a 7-for-1 forward stock split that became effective on May 19, 2025. The options became fully vested on April 4, 2025 upon a change in control of the company, accelerating the vesting schedule for this grant.

DeFi Development Corp. filed a Form S-1 to offer a new Variable Rate Series C Perpetual Preferred Stock, branded as “CHAD Stock,” with a stated amount and initial liquidation preference of $100 per share. The CHAD Stock initially carries a 12.00% annual dividend rate, paid monthly, and dividends can later be adjusted at the company’s discretion within stated limits tied to SOFR.

The company plans to use proceeds for general corporate purposes, including acquiring Solana (SOL) as part of its digital asset treasury strategy, alongside its existing AI-powered commercial real estate platform. DeFi Development has applied to list the CHAD Stock on the Nasdaq Capital Market under the symbol “CHAD,” while its common stock continues to trade under “DFDV.” The preferred stock ranks senior to common equity but junior to $210.9 million of consolidated indebtedness and existing Series A preferred stock.

DeFi Development Corp. (DFDV) reported insider activity by its Chief Strategy Officer, who filed as a single reporting person. On 10/27/2025 and 11/21/2025, he was involved in pro rata distributions of 2,981 shares of common stock between his direct holdings and Defi Dev LLC, where he is a member. On 11/25/2025, he purchased an additional 4,200 shares of common stock at $6.9 per share, bringing his directly held position to 7,181 shares, with a further 46,852 shares held indirectly through Defi Dev LLC.

The filing also shows warrant and option positions. He holds 4,983 warrants to buy common stock at $22.5 per share received as a warrant dividend, and stock options for 122,500 shares at $3.91 and 57,500 shares at $16.93. These options vest over four years under a standard schedule, with the first tranche vesting one year after grant and monthly vesting thereafter.

DeFi Development Corp. (DFDV) Chief Financial Officer Fei Han filed a Form 4 reporting equity awards and ownership changes. He reports indirect ownership of 468,517 shares of common stock and 1,000 shares of Series A preferred stock through Defi Dev LLC. The filing notes a 7-for-1 forward stock split effective May 21, 2025.

Mr. Han received 46,852 warrants to buy common stock at an exercise price of $22.50 per share, stemming from a warrant dividend declared October 8, 2025, at a rate of one warrant for every ten common shares held as of October 23, 2025, and a related pro rata distribution by Defi Dev LLC. He also holds a stock option for 180,985 shares at $3.91 per share, first exercisable on April 9, 2026, with vesting over four years, ending April 9, 2035.

DeFi Development Corp. (DFDV) insider Parker White, the company’s COO, Chief Investment Officer and a director, reported several equity transactions mainly involving internal restructurings and a warrant dividend. On 11/21/2025, White acquired 242,071 shares of common stock at $0.0000 per share through a pro rata distribution from Defi Dev LLC and disposed of 395,295 common shares indirectly held by Defi Dev LLC, reflecting a redistribution of interests and a prior 7‑for‑1 stock split. On 11/25/2025, White purchased 7,041 and 3,003 additional common shares at $6.90 and $6.94, bringing direct common stock holdings to 252,115 shares.

White also reported changes in indirect holdings: after transfers tied to loan repayment, 2,488,992 common shares and 4,500 Series A preferred shares were held through Defi Dev LLC, and 333,841 common shares through SolSync Solutions Partnership. Derivative positions include warrants with a $22.50 exercise price and stock options with a $3.91 exercise price. A prior warrant dividend on 10/27/2025, based on one warrant for each 10 common shares held as of 10/23/2025, resulted in White receiving 288,428 warrants to purchase DFDV common stock.

DeFi Development Corp. (DFDV)271,043 shares of common stock was reported at a price of $4.96 per share through SolSync Solutions Partnership, with additional indirect holdings of 2,216,137 common shares and 4,500 Series A preferred shares through 3277447 Nova Scotia Ltd.

Following a previously declared warrant dividend, he reported receiving 221,613 warrants to purchase DFDV common stock at an exercise price of $22.5, and a further 27,104 warrants held through SolSync Solutions Partnership, both at an exercise price of $22.5. He also reported a stock option for 301,980 shares at an exercise price of $3.91, with vesting over four years beginning on 04/09/2026.

DeFi Development Corp (DFDV) reported a sharp turnaround for the nine months ended September 30, 2025, driven mainly by its new digital asset treasury strategy focused on Solana (SOL).

Revenue rose to $6.9 million from $1.5 million a year earlier, while net income swung to $70.7 million from a $2.2 million loss, largely due to a $95.6 million gain from changes in the fair value of digital assets. The company now holds $244.3 million of digital assets at fair value and $57.2 million at carrying value, with $152.2 million pledged as collateral and $70.3 million of digital asset financing arrangements on its balance sheet.

Following an April 2025 change of control, DeFi Development added a Digital Asset Treasury segment alongside its legacy Real Estate Platform. It issued $42.0 million of April 2030 convertible notes and $122.5 million of July 2030 convertible notes, using part of the $148.9 million in proceeds and equity raises to acquire SOL and fund a $75.6 million prepaid forward stock purchase, significantly increasing leverage and exposure to crypto market swings.

DeFi Development Corp. is registering up to 3,898,856 shares of Common Stock for primary issuance upon the cash exercise of newly distributed warrants. The company is giving stockholders and certain note and pre-funded warrant holders one warrant for every ten shares (or equivalent) held as of October 23, 2025, with each warrant exercisable for one share at an exercise price of $22.50 until January 21, 2028, subject to an early-expiration price condition. If all warrants are exercised, shares outstanding would rise from 30,123,949 to 34,022,805 and DeFi Development expects to receive about $87.7 million in gross proceeds, which it plans to use for general corporate purposes, including additional Solana (SOL) purchases and working capital. The prospectus also highlights the company’s SOL-focused digital asset treasury strategy, including $97.1 million of digital assets as of June 30, 2025 and extensive risk disclosures around crypto price volatility, regulation, custody, leverage, and Solana network concentration.

DeFi Development Corp. (DFDV) furnished a Regulation FD update. The company will disclose on its website that it currently has 31,389,589 total shares outstanding and will have approximately $140.3 million of outstanding debt principal as of September 30, 2025.

The company also made available a revised warrant distribution FAQ on November 12, 2025, superseding the October 21 version. It states the warrant distribution was not registered because distributing a warrant for no consideration does not constitute a sale under Section 2(a)(3) of the Securities Act. A Form 8-A and a registration statement with a prospectus or prospectus supplement describing the warrants have been filed with the SEC.

Additionally, the company issued a press release providing its September 2025 Shareholder Letter and Business Update, along with an explanation of non-GAAP financial measures.