DeFi Development Corp. (DFDV) appoints Hadley Stern to board and key committees

Rhea-AI Filing Summary

DeFi Development Corp. reported that its Board of Directors expanded to six members and elected Hadley Stern as a new director effective January 27, 2026. He will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees.

The Board approved a grant of 16,500 restricted stock units to Mr. Stern, vesting quarterly over the next year, and he will receive a $7,000 quarterly cash retainer for his board service. The company also issued a press release on January 29, 2026, announcing his appointment.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001805526 0001805526 2026-01-27 2026-01-27 0001805526 DFDV:CommonStockParValue0.00001PerShareMember 2026-01-27 2026-01-27 0001805526 DFDV:WarrantsEachWarrantExerciseableForOneShareOfCommonStockMember 2026-01-27 2026-01-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 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): January 27, 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 January 27, 2026, the Board of Directors (the “Board”) of DeFi Development Corp. (the “Company”) elected Hadley Stern as a director of the Company, to fill the newly created directorship resulting from an increase in the size of the Board to six directors. Mr. Stern was appointed to serve on each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Stern does not have a material interest in any transaction disclosable under Regulation S-K Item 404(a). The Board approved a grant of 16,500 restricted stock units to Mr. Stern, which will vest quarterly over the next year. He will also be entitled to receive a quarterly cash retainer of $7,000 for service as a director.

Item 8.01. Other Events.

On January 29, 2026, the Company issued a press release announcing Mr. Stern’s appointment to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 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 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 we file with the SEC. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated January 29, 2026
104		Cover 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: January 29, 2026	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chairman & CEO

2

FAQ

What board change did DeFi Development Corp. (DFDV) disclose in this 8-K?

DeFi Development Corp. expanded its Board to six directors and elected Hadley Stern as a new director. He will also serve on the Audit, Compensation, and Nominating and Corporate Governance Committees, strengthening oversight and governance roles within the company’s board structure.

What equity compensation is DeFi Development Corp. (DFDV) granting to Hadley Stern?

The company approved a grant of 16,500 restricted stock units to Hadley Stern. These RSUs will vest quarterly over the next year, aligning part of his compensation with the company’s equity and promoting longer-term alignment with shareholder interests and company performance.

What cash compensation will Hadley Stern receive as a DFDV director?

Hadley Stern will receive a quarterly cash retainer of $7,000 for his service as a director. This payment is in addition to his restricted stock unit grant and reflects standard cash compensation for participating in board and committee responsibilities.

Which committees will Hadley Stern serve on at DeFi Development Corp. (DFDV)?

Hadley Stern will serve on three key committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. These assignments place him directly in roles overseeing financial reporting, executive pay, and board composition matters.

Did DeFi Development Corp. (DFDV) disclose any related-party transactions involving Hadley Stern?

The company stated that Hadley Stern does not have a material interest in any transaction disclosable under Regulation S-K Item 404(a). This indicates no related-party dealings requiring disclosure under SEC rules at the time of his appointment to the Board.

How did DeFi Development Corp. (DFDV) publicly announce Hadley Stern’s appointment?

DeFi Development Corp. issued a press release on January 29, 2026, announcing Hadley Stern’s appointment to the Board. The press release was filed as Exhibit 99.1 and incorporated by reference in the current report describing the board and compensation details.