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  4. [8-K] DeFi Development Corp. Reports Material Event

DeFi Development plans $20M CHAD preferred IPO

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DeFi Development Corp. (DFDV) reported that it intends to conduct an initial public offering of up to $20 million of its Variable Rate Series C Perpetual Preferred Stock, called the CHAD Stock, under an effective shelf registration statement. The company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares offered, and the transaction remains subject to market and other conditions.

The CHAD Stock is expected to pay cumulative dividends at a variable rate on a stated amount of $10.00 per share, with an initial annual rate of 13.00%, payable daily and with the first regular dividend payment on October 1, 2026. At closing, the company intends to fund a dividend reserve of $1.30 per share, equal to 12 months of dividends at 13%, using existing cash, cash equivalents, financial instruments and/or digital assets. DeFi Development Corp. plans to use net proceeds for general corporate purposes, including working capital, acquiring Solana (SOL) and other digital asset-related investments, and strategic growth initiatives.

Positive

  • None.

Negative

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Filing Explained

The financing remains a conditional proposal: no preferred shares or proceeds are reported, and final terms await the offering documents.

The company reports a proposed preferred-stock offering, not a completed sale; the filing does not establish that CHAD shares have been issued or that offering proceeds have been received.

If completed, the transaction would add a perpetual preferred-stock funding layer with the disclosed dividend mechanics, but the final size and terms remain unsettled. The filing also does not disclose conversion into common stock, so it does not establish dilution of existing common ownership from this proposal.

The effective Form S-3 provides registration capacity for future sales; it authorizes that capacity but does not itself sell shares. R.F. Lafferty is named as sole book-running manager, consistent with the disclosed underwriter role in an offering where the bank buys securities from the issuer and resells them.

The prospectus supplement is the resolution point for the final offering terms, including size, price, and fees; completion remains subject to market and other conditions.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Offering size up to $20 million of CHAD Stock Intended initial public offering amount
Over-allotment option 15% of the number of shares offered Underwriter’s 30-day option for additional CHAD Stock
Stated amount per share $10.00 per share of CHAD Stock Base amount used to calculate dividends
Initial annual dividend rate 13.00% per annum Initial variable dividend rate on stated amount
First regular dividend payment date October 1, 2026 Start of regular dividend payments on CHAD Stock
Dividend reserve per share $1.30 per share Amount equal to first 12 months of dividends at 13.00%
Dividend reserve period 12 months Reserve equals one year of dividend payments at 13.00%
Over-allotment option period 30 days Time during which underwriter may purchase additional shares
Variable Rate Series C Perpetual Preferred Stock financial
"initial public offering of Variable Rate Series C Perpetual Preferred Stock"
cumulative dividends financial
"expected to accrue cumulative dividends at a variable rate per annum"
A feature of some dividend-paying securities—most often preferred shares—where any dividends the issuer skips or defers are recorded and must be paid later before other shareholders receive dividends. Think of it like missed subscription payments that pile up and must be settled first. For investors this matters because it increases the likelihood of receiving owed income and gives these holders priority on company cash, affecting income reliability and risk.
stated amount financial
"variable rate per annum on the stated amount of $10.00 per share"
shelf registration statement financial
"offered and sold pursuant to a shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
perpetual financial
"The CHAD Stock will be perpetual and will not have a stated maturity date"
Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.
validator infrastructure technical
"operates its own validator infrastructure, generating staking rewards"
Validator infrastructure is the network of computers and systems that verify and confirm transactions or data within a digital system, such as a blockchain. It functions like a group of trusted judges who ensure everything is accurate and legitimate before it becomes part of the official record. For investors, this infrastructure is crucial because it underpins the security, reliability, and integrity of the digital environment they are investing in.
Offering Type shelf
Use of Proceeds General corporate purposes, including working capital, acquisition of SOL and other digital asset-related investments, strategic transactions and growth initiatives.

FAQ

What offering did DeFi Development Corp. (DFDV) announce in this 8-K?
DeFi Development Corp. announced its intention to conduct an initial public offering of up to $20 million of Variable Rate Series C Perpetual Preferred Stock (CHAD Stock) under an existing shelf registration statement, with an additional 15% over-allotment option for the underwriter.

What are the key dividend terms of DFDV’s CHAD Stock?
The CHAD Stock is expected to accrue cumulative dividends at a variable rate on a stated amount of $10.00 per share, with an initial annual rate of 13.00%. Dividends are payable daily, with the first regular dividend payment scheduled for October 1, 2026.

How large is the planned dividend reserve for DFDV’s CHAD Stock?
At the closing of the offering, DeFi Development Corp. intends to establish a dividend reserve of $1.30 per share of CHAD Stock, equal to the first 12 months of dividend payments assuming a 13.00% annual rate, funded with existing cash, cash equivalents, financial instruments and/or digital assets.

What will DeFi Development Corp. (DFDV) use the CHAD Stock offering proceeds for?
DeFi Development Corp. intends to use net proceeds for general corporate purposes, including working capital, acquisition of SOL and other digital asset-related investments, as well as strategic transactions and growth initiatives described in the press release.

Who is managing the CHAD Stock offering for DeFi Development Corp. (DFDV)?
R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for DeFi Development Corp.’s proposed initial public offering of Variable Rate Series C Perpetual Preferred Stock.

Under what registration statement will DFDV’s CHAD Stock be offered?
The CHAD Stock will be offered under a shelf registration statement on Form S-3 (File No. 333-295142), which was filed on April 17, 2026 and declared effective on April 27, 2026, using a preliminary prospectus supplement and accompanying base prospectus.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 2026
DEFI DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Nevada001-4174883-2676794
(State or other jurisdiction
 of Incorporation)		(Commission File Number)(IRS Employer
 Identification Number)
6401 Congress Avenue, Suite 250
 Boca Raton, FL
33487
(Address of registrant’s principal executive office)(Zip code)
(561) 559-4111
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001 per shareDFDVThe Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common StockDFDVWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01 Other Events.
On August 31, 2026, the Company issued a press release announcing that it intends to conduct an initial public offering registered under the Securities Act of 1933, as amended, of shares of its Variable Rate Series C Perpetual Preferred Stock (the “CHAD Stock”).
Cautionary Note Regarding Forward-Looking Statements.
This Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions, and are more fully described 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 the Company files with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
Press Release, dated as of August 31, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
1

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 1, 2026DEFI DEVELOPMENT CORP.
By:/s/ Joseph Onorati
Name: Joseph Onorati
Title:Chairman & CEO
2
Exhibit 99.1
August 31, 2026

DeFi Development Corp. Announces Proposed Initial Public Offering of Variable Rate Series C Perpetual Preferred Stock

BOCA RATON, FL — August 31, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first U.S. public company with a treasury strategy built around accumulating and compounding Solana (SOL), today announced that it intends to conduct an initial public offering registered under the Securities Act of 1933, as amended, of up to $20 million of shares of its Variable Rate Series C Perpetual Preferred Stock (the “CHAD Stock”). The Company also expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of shares of CHAD Stock offered in the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The CHAD Stock is expected to accrue cumulative dividends at a variable rate per annum on the stated amount of $10.00 per share thereof. Regular dividends on the CHAD Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, each business day of each calendar month based on the applicable annual dividend rate. The first regular dividend payment will occur on October 1, 2026. The initial daily regular dividend rate per annum will be 13.00%, subject to adjustment in accordance with the terms of the CHAD Stock, with dividends payable daily. The CHAD Stock will be perpetual and will not have a stated maturity date.

At the closing of the offering, the Company intends to establish a dividend reserve in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rate of 13.00% per annum) calculated as of the date of the offering by depositing $1.30 per share of the CHAD Stock into a separate account funded by the Company with existing cash and cash equivalents, financial instruments and/or digital assets.

The Company intends to use the net proceeds from the offering for general corporate purposes, including for working capital, the acquisition of SOL and other digital asset-related investments, strategic transactions and growth initiatives.

R.F. Lafferty & Co., Inc. is acting as sole book-running manager for the offering.

The CHAD Stock will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-295142), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2026, and declared effective on April 27, 2026. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering have been or will be filed with the SEC on its website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from the offices of R.F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY 10005, by email


offerings@rflafferty.com, or by calling 212-293-9090. Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities referred to in this press release, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any 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 also an AI-powered online platform that connects the commercial real estate industry by providing value-add services and software subscriptions to multifamily and commercial property professionals, as the Company connects the increasingly complex ecosystem that stakeholders have to manage. The Company’s data and software offerings are generally offered on a subscription basis as software as a service.


Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include statements regarding the proposed public offering of CHAD Stock and the use of proceeds, and 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 the Company's current beliefs, expectations, and assumptions regarding the future of its 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, many of which are outside of the Company's control. The Company's actual results and financial


condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) fluctuations in the market price of SOL and any associated losses that the Company may incur as a result of a decrease in the market price of SOL; (ii) a failure for the demand for SOL, or activity on the SOL network, to continue to develop and grow as predicted in our DFDV Model or at all; (iii) volatility in our stock price, including due to future issuances of common stock and securities convertible into common stock; (iv) the effect of and uncertainties related to the ongoing volatility in interest rates; (v) our ability to achieve and maintain profitability in the future; (vi) the impact on our business of the regulatory environment and complexities of complying with such environment, including changes in securities laws or other laws or regulations; (vii) changes in the accounting treatment relating to the Company's SOL holdings; (viii) our ability to respond to general economic conditions; (ix) our ability to manage our growth effectively and our expectations regarding the development and expansion of our business; (x) our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth; and (xi) other risks and uncertainties more fully described in the section captioned "Risk Factors" in the Company's most recent Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission.
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

Source: View Original Filing on SEC EDGAR

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