DeFi Development (DFDV) grants options and RSUs to executives and directors

Rhea-AI Filing Summary

DeFi Development Corp. approved new equity awards for its directors and key executives under its 2023 Equity Incentive Plan. On February 17, 2026, the Board granted stock options covering 828,236 shares to Chairman and CEO Joseph Onorati, 524,410 to Parker White, 265,256 to Daniel (DK) Kang, and 9,600 to Bruce Rosenbloom.

The company also granted 374,922 RSUs to Fei (John) Han, 5,000 RSUs to director Zach Tai, 7,000 RSUs to director Thomas Perfumo, and 2,000 RSUs to director Bill Caragol. Executive awards vest monthly over four years, while independent director RSUs vest monthly over one year, contingent on continued service and any acceleration terms in the plan or related agreements.

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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.

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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

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FAQ

What executive stock options did DeFi Development Corp. (DFDV) grant?

DeFi Development Corp. granted new stock options to several executives, including 828,236 shares to Chairman and CEO Joseph Onorati, 524,410 to Parker White, 265,256 to Daniel (DK) Kang, and 9,600 to Bruce Rosenbloom, all under the company’s 2023 Equity Incentive Plan.

Which RSU awards did DeFi Development Corp. (DFDV) approve for management?

The company approved 374,922 restricted stock units (RSUs) for named executive officer Fei (John) Han. These RSUs were granted under the 2023 Equity Incentive Plan to reflect fiscal year 2025 performance and support retention, with vesting tied to ongoing employment and applicable plan acceleration provisions.

What equity compensation did DeFi Development Corp. (DFDV) directors receive?

Independent directors received RSU grants: 5,000 for Zach Tai, 7,000 for Thomas Perfumo, and 2,000 for Bill Caragol. These awards, made under the 2023 Equity Incentive Plan, are intended to align director compensation with market practices and the company’s recent performance.

How do DeFi Development Corp. (DFDV) executive equity awards vest?

For executives, one forty-eighth of each option or RSU grant vests monthly after the grant date, so the awards fully vest on the four-year anniversary. Vesting requires continued employment through each vesting date and is also subject to any acceleration terms in governing agreements.

What is the vesting schedule for DeFi Development Corp. (DFDV) independent director RSUs?

Independent directors’ RSUs vest monthly, with one-twelfth of each award vesting after the grant date so they are fully vested after one year. Vesting depends on continued board service and is subject to any acceleration provisions in the 2023 Equity Incentive Plan.

Why did DeFi Development Corp. (DFDV) adjust director and executive compensation?

The company adjusted compensation by granting options and RSUs to align pay with current market practices. It relied on an executive compensation benchmarking report and considered its fiscal year 2025 performance, also targeting retention of key leadership through multi-year vesting schedules.

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