[8-K] DeFi Development Corp. Reports Material Event
DeFi Development Corp. (symbol: DFDV) is the issuer of record for a Form 8-K filing submitted to the SEC.
Filing Explained
The September 8 closing added senior preferred capital without increasing common share count and created variable-rate dividend terms.
Form 8-K reports specified material events; here, DeFi Development Corp. reports that its CHAD preferred-stock offering closed on
The closing press release states that CHAD is non-convertible preferred equity, so the issuance does not increase the company’s common share count. CHAD nevertheless ranks ahead of common stock for dividends and liquidation, creating a senior claim for its holders.
The certificate designates
The offering was underwritten and made from an effective Form S-3 shelf registration, which provided capacity for the sale rather than itself selling shares. Net proceeds were stated to be used for general corporate purposes, including working capital, SOL acquisitions, and strategic initiatives; the company also established a dividend reserve funded at
8-K Event Classification
5 items: 1.01, 3.03, 5.03, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
See more from StockTitan in Google Search and AI answers.
Adds StockTitan as a preferred source · opens Google
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): September 3, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
| (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 | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement
On September 3, 2026, DeFi Development Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., as the sole book-running manager and underwriter (the “Underwriter”), relating to the issuance and sale in an underwritten offering (the “Offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), of 1,375,000 shares (the “Shares”) of the Company’s Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share (the “CHAD Stock”) at a public offering price of $8.00 per share. The Company has also granted the underwriter a 30-day option to purchase an additional 206,250 shares at the public offering price. Certain terms of the CHAD Stock are described in more detail in this Current Report under Item 3.03 and is incorporated by reference into this Item 1.01.
The issuance and sale of the CHAD Stock settled on September 8, 2026. The net proceeds from the Offering were approximately $10.3 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses. The Company utilized the net proceeds from the Offering to pay for general corporate purposes, including for working capital purposes, acquiring SOL and strategic initiatives.
The Underwriting Agreement contained customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions.
The Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-295142) on file with the Securities and Exchange Commission (the “SEC”). The Offering was made only by means of a prospectus supplement and an accompanying prospectus.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Security Holders.
In connection with the issuance of the CHAD Stock, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary of State effective on September 3, 2026 designating 2,200,000 shares, and establishing the terms, of the CHAD Stock.
The CHAD Stock accumulates cumulative dividends (“regular dividends”) at a variable rate (as described below) per annum on the stated amount of $10 per share (the “stated amount”) thereof. Regular dividends will be payable when, as and if declared by the Company’s board of directors (“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, on each business day of each calendar month (“regular dividend payment date”) based on the applicable monthly regular dividend rate per annum. The first regular dividend payment will occur on October 1, 2026 and will be payable to holders of record as of the close of business on September 30, 2026 as a single payment for the period from the initial issuance date through September 30, 2026, and will not be subdivided into daily installments. Thereafter, regular dividends will be payable on each business day, when, as and if declared by the Board or any duly authorized committee thereof. The applicable dividend is expected to be declared by the Board or any duly authorized committee thereof for each monthly period in advance. Payments for regular dividends will be calculated for each month and subdivided and paid on each regular dividend payment date in equally divided installments based on the number of regular dividend payment dates in each calendar month. Holders of record as of the close of business on the immediately preceding business day will be entitled to receive the applicable regular dividend payment.
The initial monthly regular dividend rate per annum is 13.00%. Thereafter, prior to the commencement of each calendar month, the Board or a duly authorized committee thereof will determine the monthly regular dividend rate per annum applicable to the CHAD Stock at least monthly and may determine or adjust the regular dividend rate more frequently, in its sole absolute discretion, based on market conditions, the trading price of the CHAD Stock, prevailing interest rates, comparable market yields, the Company’s liquidity and capital needs and such other factors as the Board or such committee determines to be relevant. The Board’s right to adjust the regular dividend rate will be subject to certain restrictions. For example, the Board will not be able to reduce the regular dividend rate by more than 50 basis points. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain the CHAD Stock’s trading price within its stated long-term range of $9.95 and $11.00 per share. Declared regular dividends on the CHAD Stock will be payable solely in cash. In the event that any accumulated regular dividend on the CHAD Stock is not paid on the
1
applicable regular dividend payment date and remains unpaid on (i) the date which is 30 calendar days from the initial issue date and (ii) subsequently, the final calendar day of each calendar month (the “monthly dividend compliance date”) that is concurrent with or subsequent to the applicable regular dividend payment date (or, if such monthly dividend compliance date is not a business day, the next business day), then additional regular dividends (“compounded dividends”) will accumulate on the amount of such unpaid regular dividend, compounded monthly. The compounded dividend rate applicable to any unpaid regular dividend that was due and unpaid on such monthly dividend compliance date (or, if such monthly dividend compliance date is not a business day, the next business day) will initially be a rate per annum equal to 13.00% plus 25 basis points; provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum dividend rate of 20% per annum.
At the closing of the Offering, the Company established 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 and deposited $1.30 per share of CHAD Stock into a separate account funded by the Company with existing cash and cash equivalents, financial instruments and/or digital assets.
The CHAD Stock has a par value of $0.00001 per share and initially has a liquidation preference of $10.00 per share, subject to adjustment as set forth below (the “Liquidation Preference”). The CHAD Stock ranks senior to the Company’s common stock, $0.00001 par value per share (the “Common Stock”), with respect to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up. If the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of CHAD Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares of CHAD Stock out of the Company’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the Common Stock or other junior stock. The CHAD Stock is junior to the Company’s existing and future indebtedness and structurally junior to the liabilities of the Company’s subsidiaries.
The Liquidation Preference of the CHAD Stock is initially $10.00 per share. Effective immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of the CHAD Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of CHAD Stock will be adjusted to be the greatest of (i) the stated amount per share of CHAD Stock; (ii) in the case of any business day with respect to which the Company has, on such business day, executed any sale transaction to be settled by the issuance of CHAD Stock, an amount equal to the last reported sale price per share of CHAD Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of CHAD Stock for each trading day of the ten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.
The Company has the right, at its election, to redeem all, or any whole number of shares, of the issued and outstanding CHAD Stock, at any time, and from time to time, on a redemption date on or after the first date on which the CHAD Stock is listed on any of The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market or The New York Stock Exchange (or any of their respective successors), at a cash redemption price per share of CHAD Stock to be redeemed equal to $11.00 (or such higher amount as may be chosen in the Company’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including the redemption date. The Company also has the right, at its election, to redeem all, but not less than all, of the CHAD Stock, at any time, for cash if the total number of shares of all CHAD Stock then outstanding is less than 25% of the total number of shares of CHAD Stock originally issued in the Offering and in any future offering, taken together (such redemption, a “clean-up redemption”). In addition, the Company has the right to redeem all, but not less than all, of the CHAD Stock if certain tax events occur (such redemption, a “tax redemption”). The redemption price for any CHAD Stock to be redeemed pursuant to a clean-up redemption or a tax redemption will be a cash amount equal to the liquidation preference of the CHAD Stock to be redeemed as of the business day before the date on which the Company provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.
If an event that constitutes a “Fundamental Change” under the Certificate of Designation governing the CHAD Stock occurs, then, subject to certain limitations, holders of the CHAD Stock will have the right to require the Company to
2
repurchase some or all of their shares of CHAD Stock at a cash repurchase price equal to the stated amount of the CHAD Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental Change repurchase date.
The CHAD Stock has voting rights with respect to certain amendments to the Company’s articles of incorporation or the Certificate of Designation, certain business combination transactions and certain other matters. However, holders of the CHAD Stock will not always be entitled to vote with holders of Common Stock on matters on which holders of Common Stock are entitled to vote.
If (in each case, subject to the Certificate of Designation) (i) less than the full amount of accumulated and unpaid regular dividends on the outstanding CHAD Stock have been declared and paid within 60 days of the following monthly dividend compliance date in respect of each of 12 or more consecutive monthly dividend compliance dates; or (ii) less than the full amount of accumulated and unpaid regular dividends on the outstanding CHAD Stock have been declared and paid by the following monthly dividend compliance date in respect of each of 24 or more consecutive monthly dividend compliance dates, then, in each case, subject to certain limitations, if then required under the Company’s articles of incorporation or bylaws in order to increase the size of the Board, the Company will obtain board and/or shareholder approval to amend its articles of incorporation to increase the authorized number of its directors by one (or, to the fullest extent permitted under the Nevada Revised Statutes and the Company’s articles of incorporation, the Company will cause the office of one director to be vacated) and the holders of the CHAD Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the Certificate of Designation) with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director (a “Preferred Stock Director”) to fill such vacant directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid dividends on the outstanding CHAD Stock have been paid in full, then the right of the holders of the CHAD Stock to elect any Preferred Stock Directors will terminate. Upon the termination of such right with respect to the CHAD Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a Preferred Stock Director will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable).
The above description of the Certificate of Designation and the terms of the CHAD Stock is a summary and is not complete. A copy of the Certificate of Designation and the form of the certificate representing the CHAD Stock are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Certificate of Designation and the CHAD Stock set forth in such exhibits.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information set forth above in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On September 4, 2026, the Company issued a press release relating to the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
On September 8, 2026, the Company issued a press release relating to the closing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto constitute an offer to sell or the solicitation of an offer to buy any securities.
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.
3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 1.1 | Underwriting Agreement, dated September 3, 2026, between DeFi Development Corp. and R.F. Lafferty & Co., Inc. | |||||||
| 3.1 | Certificate of Designation establishing the CHAD Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed with the Securities and Exchange Commission on September 3, 2026 (File No. 001-41748)). | |||||||
| 4.1 | Form of certificate representing the CHAD Stock (included as Exhibit A to Exhibit 3.1). | |||||||
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP. | |||||||
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (contained in Exhibit 5.1 hereto). | |||||||
| 99.1 | Press Release of DeFi Development Corp. dated September 4, 2026. | |||||||
| 99.2 | Press Release of DeFi Development Corp. dated September 8, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
4
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 8, 2026 | DEFI DEVELOPMENT CORP. | |||||||
| By: | /s/ Joseph Onorati | |||||||
| Name: | Joseph Onorati | |||||||
| Title: | Chairman & CEO | |||||||
5
Exhibit 99.1
September 4, 2026
DeFi Development Corp. Announces Pricing of Initial Public Offering of Variable Rate Series C Perpetual Preferred Stock
BOCA RATON, FL — September 4, 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 the pricing of its initial public offering (the “offering”) on September 3, 2026 of 1,375,000 shares of the Company’s Variable Rate Series C Perpetual Preferred Stock (the “CHAD Stock”) at a public offering price of $8.00 per share. The Company has also granted the underwriter a 30-day option to purchase up to an additional 206,250 shares of CHAD Stock at the public offering price. The issuance and sale of the CHAD Stock is scheduled to settle on September 8, 2026, subject to customary closing conditions.
The Company estimates that the gross proceeds to it from the offering will be approximately $11.0 million, before deducting the underwriting discounts and commissions and the Company’s estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, including, among other things, the acquisition of SOL and other digital asset-related investments, strategic transactions and growth initiatives.
The CHAD Stock will accumulate cumulative dividends at a variable rate (as described below) per annum on the stated amount of $10.00 per share (the “stated amount”) 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 Company’s right to adjust the daily regular dividend rate per annum will be subject to certain restrictions. For example, The Company will not be permitted to reduce the daily regular dividend rate per annum that will apply to any regular dividend period by more than 50 basis points. The Company’s current intention (which is subject to change in The Company’s sole and absolute discretion) is to adjust the daily regular dividend rate per annum in such manner as the Company believes will maintain CHAD Stock’s trading price within its stated long-term range of $9.95 and $11.00 per share. Declared regular dividends on the CHAD Stock will be payable solely in cash. In the event that any accumulated regular dividend on the CHAD Stock is not paid on the applicable regular dividend payment date, then additional regular dividends (“compounded dividends”) will accumulate on the amount of such unpaid regular dividend, compounded monthly. The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date will initially be a rate per annum equal to 25 basis points; provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum dividend rate of 20% per annum.
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 CHAD Stock into a separate account funded by us with existing cash and cash equivalents, financial instruments and/or digital assets on hand.
The Company will have the right, at its election, to redeem all, or any whole number of shares, of the issued and outstanding CHAD Stock, at any time, and from time to time, on a redemption date on or after the first date on which the CHAD Stock is listed on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or The New York Stock Exchange (or any of their respective successors), at a cash redemption price per share of CHAD Stock to be redeemed equal to $11.00 (or such higher amount as may be chosen in the Company’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date. The Company will also have the right, at its election, to redeem all, but not less than all, of the CHAD Stock, at any time, for cash if the total number of shares of all CHAD Stock then outstanding is less than 25% of the total number of shares of CHAD Stock originally issued in the offering and in any future offering, taken together (a “clean-up redemption”). In addition, the Company will have the right to redeem all, but not less than all, of the CHAD Stock if certain tax events occur (a “tax redemption”). The redemption price for any CHAD Stock to be redeemed pursuant to a clean-up redemption or a tax redemption will be a cash amount equal to the liquidation preference (as described below) of the CHAD Stock to be redeemed as of the business day before the date on which the Company provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.
If an event that constitutes a “fundamental change” under the certificate of designation governing the CHAD Stock occurs, then, subject to certain limitations, holders of the CHAD Stock will have the right to require the Company to repurchase some or all of their shares of CHAD Stock at a cash repurchase price equal to the stated amount of the CHAD Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the fundamental change repurchase date.
The liquidation preference of the CHAD Stock will initially be $10.00 per share. Effective immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of CHAD Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of CHAD Stock will be adjusted to be the greatest of (i) the stated amount per share of CHAD Stock; (ii) in the case of any business day with respect to which the Company has, on such business day, executed any sale transaction to be settled by the issuance of CHAD Stock, an amount equal to the last reported sale price per share of CHAD Stock on the trading day immediately before such business day; and (iii) the arithmetic average
of the last reported sale prices per share of CHAD Stock for each trading day of the ten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.
R.F. Lafferty & Co., Inc. is acting as sole book-running manager for the offering.
The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement (and when available, the final prospectus supplement), together with the accompanying prospectus, is or will be available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: 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.
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 SEC.
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
Exhibit 99.2
September 8, 2026
DeFi Development Corp. Launches CHAD, the First SOL-Backed Digital Credit Instrument, With Participation From Fundstrat’s Tom Lee
First-of-its-kind offering represents a major milestone in Digital Credit and capital markets innovation and establishes a new funding engine for SOL accumulation
Inaugural $11 million offering expected to be SOL Per Share accretive as substantially all net proceeds are deployed into SOL
BOCA RATON, FL — September 8, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first U.S. public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the closing of its previously announced underwritten public offering of shares of its Variable Rate Series C Perpetual Preferred Stock (“CHAD”), generating approximately $11 million in gross proceeds before underwriting discounts, commissions and offering expenses.
CHAD represents the first SOL-backed Digital Credit instrument, marking a significant expansion of the emerging Digital Credit category beyond bitcoin and an important milestone in the development of new public-market financing instruments backed by productive digital assets.
The offering included participation from Thomas Lee, Co-Founder and Head of Research at Fundstrat Global Advisors and Chairman of the Board of Directors of BitMine, alongside other investors.
CHAD was issued at a public offering price of $8.00 per share, with a stated amount of $10.00 per share and an initial annual dividend rate of 13.0%, equivalent to an initial effective yield of approximately 16.25% based on the offering price. CHAD pays cumulative dividends daily, when, as and if declared by the Company’s Board of Directors, and its dividend rate may be adjusted in accordance with the terms of the security.
CHAD is listed on The Nasdaq Capital Market under the ticker symbol “CHAD.”
The Company expects to use substantially all of the net proceeds from the offering to acquire additional SOL.
R.F. Lafferty & Co., Inc. acted as sole book-running manager for the offering.
Because CHAD is non-convertible preferred equity, the issuance does not increase DFDV’s common share count. As a result, upon deployment of the offering proceeds into additional SOL, the Company expects the transaction to be accretive to SOL per share (“SPS”), DFDV’s north-star operating metric.
Management believes CHAD has the potential to establish a new, repeatable source of capital for SOL accumulation, allowing DFDV to increase the size of its SOL treasury and grow SPS without issuing additional common shares.
“CHAD represents a major milestone for DFDV and for the evolution of Digital Credit,” said Joseph Onorati, Chief Executive Officer and Chairman of the Board. “For the first time, investors can access Digital Credit backed by Solana, while DFDV gains a new source of permanent capital that can be deployed directly into additional productive SOL.”
“The immediate benefit is straightforward: we expect this transaction to increase SPS without increasing our common share count. But the much larger opportunity is what CHAD can become. If we establish the instrument around par and scale it over time, we believe CHAD can help accelerate the capital markets flywheel that allows DFDV to aggressively accumulate SOL and compound SOL per share.”
Productive Digital Credit
CHAD extends the emerging Digital Credit category to Solana for the first time.
Unlike bitcoin, SOL is a productive digital asset capable of generating native staking yield. DFDV seeks to further enhance that yield through its validator operations and onchain treasury activities.
The Company believes this creates a differentiated model in which capital raised through CHAD can be deployed into additional SOL, while that SOL can itself generate organic yield that contributes to the Company’s broader earnings profile.
“Bitcoin proved there is enormous demand for Digital Credit. We think Solana makes the product fundamentally better,” said Onorati. “SOL is not only an asset we believe has significant upside this cycle, but it is also a productive asset. CHAD allows us to pair permanent preferred capital with an asset that can generate yield from the moment it enters our treasury.”
Establishing CHAD at Par is a Top Priority
CHAD was designed as a variable-rate preferred security with a $10.00 stated amount.
Under CHAD’s terms, the Company has flexibility to adjust the dividend rate subject to specified limitations and conditions. DFDV currently intends to manage the dividend rate with the objective of supporting CHAD’s market price within its targeted trading range.
Supporting CHAD toward its $10.00 stated amount is one of the Company’s highest near-term capital markets priorities.
Management believes establishing CHAD near its stated amount, while building liquidity in the security, could create the foundation for CHAD to scale through future capital markets activity and become a meaningful recurring source of funding for additional SOL purchases.
“Getting CHAD established around par is a top priority,” said Dan Kang, Chief Strategy Officer and Head of Investor Relations. “The variable-rate structure gives us the flexibility to actively manage the instrument toward that objective. If we execute, we believe CHAD can become a deep, scalable and recurring source of capital for DFDV and become a critical part of how the Company grows SPS over time.”
DFDV expects CHAD to become a core component of its long-term capital strategy alongside common equity and other financing instruments.
The Company expects to provide an update regarding its SOL holdings and SPS following deployment of the offering proceeds.
For more information about CHAD, visit www.defidevcorp.com/chad. To stay up to date with the latest developments and insights, subscribe to our blog.
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.
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 SEC.
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