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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): October 14, 2026
DEFI DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
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| Nevada | | 001-41748 | | 83-2676794 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification Number) |
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6401 Congress Avenue, Suite 250 Boca Raton, FL | | 33487 |
| (Address of registrant’s principal executive offices) | | (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):
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| ☐ | 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:
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| 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 exercisable for one share of Common Stock | | DFDVW | | The Nasdaq Stock Market LLC |
| Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 | | CHAD | | 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 8.01. Other Events.
Adjustment to Dividend Rate on Variable Rate Series C Perpetual Preferred Stock
On October 15, 2026, DeFi Development Corp. (the “Company”) issued a press release announcing an increase to the regular dividend rate per annum on the Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share (“CHAD Stock”) from 13.00% to 14.00%, effective for periods commencing on or after November 1, 2026. 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.
Cash Dividend Declaration
The Company also announced that the dividend committee of its board of directors declared daily cash dividends of $0.00614 (or $184,469 in the aggregate for the full monthly period) per share of CHAD Stock for each business day for the period from November 1, 2026 through November 30, 2026, as listed in the table below (19 business days in the aggregate), which represents a per annum dividend rate of 14.00% on the CHAD Stock. Daily payments will be made to stockholders of record of CHAD Stock at the close of business on the immediately preceding business day.
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| Record date | | Payment date | | Dividend |
| October 30, 2026 | | November 2, 2026 | | $0.00614 |
| November 2, 2026 | | November 3, 2026 | | $0.00614 |
| November 3, 2026 | | November 4, 2026 | | $0.00614 |
| November 4, 2026 | | November 5, 2026 | | $0.00614 |
| November 5, 2026 | | November 6, 2026 | | $0.00614 |
| November 6, 2026 | | November 9, 2026 | | $0.00614 |
| November 9, 2026 | | November 10, 2026 | | $0.00614 |
| November 10, 2026 | | November 12, 2026 | | $0.00614 |
| November 12, 2026 | | November 13, 2026 | | $0.00614 |
| November 13, 2026 | | November 16, 2026 | | $0.00614 |
| November 16, 2026 | | November 17, 2026 | | $0.00614 |
| November 17, 2026 | | November 18, 2026 | | $0.00614 |
| November 18, 2026 | | November 19, 2026 | | $0.00614 |
| November 19, 2026 | | November 20, 2026 | | $0.00614 |
| November 20, 2026 | | November 23, 2026 | | $0.00614 |
| November 23, 2026 | | November 24, 2026 | | $0.00614 |
| November 24, 2026 | | November 25, 2026 | | $0.00614 |
| November 25, 2026 | | November 27, 2026 | | $0.00614 |
| November 27, 2026 | | November 30, 2026 | | $0.00614 |
United States Federal Income Tax Considerations
From a U.S. federal income tax perspective, to the extent distributions on the CHAD Stock are not treated as being made out of the Company's accumulated or current earnings and profits (“E&P”), they will, in the case of a U.S. holder, be treated first as a tax-free return of capital (“ROC”) to the extent of a U.S. holder’s adjusted tax basis in the CHAD Stock, and thereafter as capital gain which will be long-term capital gain if such U.S. holder’s holding period for the stock exceeds one year at the time of the distribution and, in the case of a non-U.S. holder, generally will not be subject to U.S. federal income or withholding tax with respect to gain, if any, recognized in connection with the non-U.S. holder’s receipt of such distribution. Non-U.S. holders should review the disclosure under “—Material United States Federal Income Tax Considerations” in the prospectus supplement dated September 3, 2026. While there is no assurance that the Company will (or will not) have sufficient current or accumulated E&P to cause that any of our distributions are treated as dividends, a ROC or otherwise, the Company does not have any accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future.
For purposes of this discussion, a “U.S. holder” means a beneficial owner of the CHAD Stock that for U.S. federal income tax purposes is:
•an individual who is a citizen or resident of the United States;
•a corporation or other entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
•an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
•a trust if (a) a court within the United States is able to exercise primary control over its administration and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of such trust or (b) the trust has validly elected to be treated as a United States person.
For the purposes of this discussion, a “non-U.S. holder” means a beneficial owner of the CHAD Stock that is not a U.S. holder nor a partnership (including any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release, dated October 15, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Date: October 15, 2026 | DEFI DEVELOPMENT CORP. |
| | |
| By: | /s/ Joseph Onorati |
| Name: | Joseph Onorati |
| Title: | Chairman & CEO |
October 15, 2026
DeFi Development Corp. Increases CHAD Annual Dividend Rate to 14%
Higher rate delivers approximately 7.7% more annual dividend income per share, strengthening CHAD’s daily income offering as the Company expands its productive SOL treasury
BOCA RATON, FL — October 15, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the "Company" or "DeFi Dev Corp."), the first U.S. public company with a treasury strategy built to accumulate and compound Solana ("SOL"), today announced a CHAD dividend rate increase of 100 basis points from 13.00% to 14.00% on its Variable Rate Series C Perpetual Preferred Stock (“CHAD”), effective November 2, 2026.
The new rate represents annual dividends of $1.40 per share based on CHAD’s $10.00 stated amount, compared with $1.30 at the prior rate—an approximately 7.7% increase in annual dividend income per share. Dividends are cumulative and payable each business day when, as and if declared by the Company’s Board of Directors.
“CHAD’s proposition is compelling: double-digit dividend income, paid every business day, through a Nasdaq-listed preferred security issued by a company with a productive SOL treasury,” said Joseph Onorati, Chief Executive Officer of DeFi Development Corp. “Increasing the rate to 14% strengthens that proposition as we broaden investor participation and scale CHAD. We see a significant opportunity to build CHAD into a leading digital credit instrument, expanding our capacity to accumulate SOL and drive accretive growth for common shareholders while maintaining disciplined capital management.”
Daily Income Supported by a Productive SOL Treasury
CHAD combines a double-digit annual dividend rate with the convenience of business-day payments and access through participating brokerage platforms. It offers income-oriented investors a distinct way to earn daily yield through a publicly traded preferred security.
The Company’s SOL treasury generates organic returns through staking, validator operations and other treasury strategies. This productive asset base supports DFDV’s broader capital structure and is central to its approach to scaling CHAD.
The dividend increase reflects the Company’s active management of CHAD’s variable-rate structure, taking into account market conditions, investor demand and its cost of capital. As CHAD scales, the Company intends to use proceeds from future issuance to expand its SOL treasury and pursue growth in SOL per share—connecting the development of its income offering with its long-term objectives for common shareholders.
At a purchase price of $10.00 per share, the new dividend rate represents a 14.0% annualized cash dividend yield. Investors purchasing below $10.00 would receive a higher effective cash
dividend yield on their purchase price, assuming the rate remains unchanged and dividends are declared and paid.
Learn more about CHAD at www.defidevcorp.com/chad.
For more information, visit defidevcorp.com. 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.
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, but are not limited to, statements regarding SOL per share growth; future SOL holdings; anticipated changes in borrowings and liquidity; future SOL accumulation and per-share accretion; future adoption of Solana, tokenized assets and stablecoins; capital raising and deployment; the anticipated issuance price of shares under the CHAD ATM program; future CHAD dividend rates and the declaration and payment of CHAD dividends; the intended use of proceeds; and the Company’s ability to expand its SOL treasury and increase revenue. These statements 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 place undue reliance on 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 of demand for SOL, or activity on the Solana network, to continue to develop and grow as we anticipate 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; (xi) risks relating to CHAD, including that the dividend rate may be adjusted, that dividends are payable only when declared, that CHAD may trade below its stated amount, that the trading price of CHAD may be volatile, that the Company may be unable to sell CHAD under the CHAD ATM at or above its stated amount, and that staking and validator rewards may be insufficient to support dividend payments; and (xii) other risks and uncertainties more fully described in the sections captioned "Risk Factors" in the Company's most recent Annual Report on Form 10-K, the prospectus supplement for the CHAD ATM 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 press release are made as of its date, and the Company undertakes no duty to update such information except as required under applicable law.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of 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. Offers and sales of CHAD under the CHAD ATM are made only by means of the prospectus supplement and accompanying prospectus forming part of the Company’s effective shelf registration statement on Form S-3 filed with the SEC.
Investor Contact:
ir@defidevcorp.com
Media Contact:
press@defidevcorp.com
