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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): February 17, 2026
DEFI
DEVELOPMENT CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41748 |
|
83-2676794 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
6401
Congress Avenue, Suite 250
Boca Raton, Florida |
|
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 class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.00001 per share |
|
DFDV |
|
The Nasdaq Stock Market
LLC |
| Warrants, each warrant exerciseable
for one share of Common Stock |
|
DFDVW |
|
The 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
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers.
On
February 17, 2026, the Board of Directors (the “Board”) of DeFi Development Corp. (the “Company”) approved the
grant of options and restricted stock units (“RSUs”) to directors and certain executive officers of the Company under the
Company’s 2023 Equity Incentive Plan (the “Plan”). The grants were made to align compensation with current market practices,
based on an executive compensation benchmarking report provided by an independent consulting firm, including in connection with the Company’s
performance in fiscal year 2025 and for retention purposes. The directors and named executive officers that received options or RSUs
are identified below, along with the number of shares subject to each grant.
Option
Grants
| Participant |
|
Number
of Shares Subject to Option |
|
Position |
| Joseph
Onorati |
|
828,236 |
|
Director
and Named Executive Officer |
| Parker
White |
|
524,410 |
|
Named
Executive Officer |
| Daniel
(DK) Kang |
|
265,256 |
|
Named
Executive Officer |
| Bruce
Rosenbloom |
|
9,600 |
|
Named
Executive Officer |
RSU
Grants
| Participant |
|
Number
of RSUs |
|
Position |
| Fei
(John) Han |
|
374,922 |
|
Named
Executive Officer |
| Zach
Tai |
|
5,000 |
|
Director |
| Thomas
Perfumo |
|
7,000 |
|
Director |
| Bill
Caragol |
|
2,000 |
|
Director |
For
each of the executive officers, one forty-eighth (1/48th) of the total number of options or RSUs, as applicable, will vest each month
following the grant date, such that 100% of the options or RSUs, respectively, will vest on the four-year anniversary of the grant date,
subject to the Participant’s continued employment or service through each applicable vesting date and subject to any applicable
acceleration provisions in the Plan or other agreements with the executive officers.
For
each of the independent directors, one-twelfth (1/12) of the total number of RSUs will vest each month following the grant date, such
that 100% of the RSUs will be vested on the one-year anniversary of the grant date, subject to the Participant’s continued service
through each applicable vesting date and subject to any applicable acceleration provisions in the Plan.
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: February 19, 2026 |
DEFI DEVELOPMENT
CORP. |
| |
|
|
| |
By: |
/s/
Joseph Onorati |
| |
Name: |
Joseph Onorati |
| |
Title: |
Chairman & CEO |
