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DeFi Development sets 13% dividend on CHAD preferred

DeFi Development Corp. declares high-yield cash dividends on CHAD preferred stock, while stating it does not expect current earnings and profits in the foreseeable future.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DeFi Development Corp. (CHAD) announced that its board declared cash dividends on its Variable Rate Series C Perpetual Preferred Stock (“CHAD Stock”). The company set a cash dividend of $0.07944 per share for the period from September 8, 2026 (issuance) to October 1, 2026.

For the period from October 1, 2026 through October 30, 2026, the company declared daily cash dividends of $0.00516 per share for each of 21 business days, corresponding to a 13.00% per annum dividend rate. Daily payments will be made to stockholders of record at the close of business on the immediately preceding business day. The company states it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future, so distributions may be treated for U.S. tax purposes primarily as a tax-free return of capital up to a holder’s basis, and thereafter as capital gain.

Positive

  • 13.00% per annum dividend rate set on CHAD preferred stock, with specified cash dividends through October 30, 2026 providing defined near-term income to holders.

Negative

  • The company states it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future, indicating ongoing lack of profitability.
  • Because of the lack of earnings and profits, distributions on CHAD are expected to be treated largely as return of capital rather than dividend income for U.S. holders, signaling limited taxable earnings.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Initial CHAD dividend $0.07944 per share Cash dividend for period from September 8, 2026 issuance of CHAD to October 1, 2026
Daily CHAD dividend $0.00516 per share per business day Declared for each business day from October 1, 2026 through October 30, 2026 (21 business days)
Annual dividend rate on CHAD 13.00% per annum Stated dividend rate applicable to the CHAD Stock during the indicated period
Dividend period business days 21 business days Number of business days from October 1, 2026 through October 30, 2026 with $0.00516 daily dividends
Par value of CHAD Stock $0.00001 per share Par value of Variable Rate Series C Perpetual Preferred Stock listed as CHAD
Earnings and profits status No accumulated E&P; no current E&P expected Company states it does not have accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or foreseeable future
Variable Rate Series C Perpetual Preferred Stock financial
"initial public offering of the Variable Rate Series C Perpetual Preferred Stock"
return of capital financial
"treated first as a tax-free return of capital (“ROC”)"
Return of capital is when an investor receives money from their investment that is not considered profit or earnings but rather a portion of the original amount they invested. It’s similar to getting back part of your initial savings rather than gains from it. This matters because it can affect how much money an investor still has in the investment and may have tax implications.
earnings and profits financial
"distributions are not treated as being made out of the Company's accumulated or current earnings and profits"
Earnings and profits describe the money a business keeps after covering its costs and expenses; 'earnings' usually means the final bottom-line amount while 'profits' can refer to that or to earlier stages after some costs are deducted. Investors watch these figures as a measure of a company's ability to grow, pay dividends and justify its stock price—think of it like a household’s leftover income after all bills, savings and necessary spending are paid.
withholding tax financial
"generally will not be subject to U.S. federal income or withholding tax"
Withholding tax is a government-required portion of a payment—such as dividends, interest, or salary—that the payer keeps back and sends directly to tax authorities before the recipient receives the money. For investors it reduces the cash they actually get and changes the after-tax return on an investment; rates and refund or credit rules vary by country and can materially affect comparisons between similar investments, like a cashier holding part of a bill to cover taxes.
beneficial owner financial
"a “U.S. holder” means a beneficial owner of the CHAD Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What dividend did DeFi Development Corp. (CHAD) declare on its CHAD preferred stock?

The board declared a cash dividend of $0.07944 per share on CHAD Stock for the period from its issuance on September 8, 2026 through October 1, 2026, plus separate daily dividends for October 2026 business days.

What is the ongoing daily dividend rate for CHAD preferred stock?

For October 1–30, 2026, DeFi Development Corp. declared daily cash dividends of $0.00516 per share of CHAD Stock for each of 21 business days, which the company states represents a 13.00% per annum dividend rate.

How will CHAD dividends likely be treated for U.S. federal income tax purposes?

The company states it has no accumulated earnings and profits and does not expect current earnings and profits, so distributions are expected to be treated first as a tax-free return of capital up to basis, then as capital gain for U.S. holders.

Do non-U.S. holders of CHAD face U.S. tax on these distributions?

The filing states that, to the extent distributions are not out of earnings and profits, a non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized in connection with receipt of such distributions.

Who will receive the daily CHAD dividend payments and when are record dates set?

Daily dividends of $0.00516 per share will be paid to CHAD stockholders of record at the close of business on the immediately preceding business day, following the record and payment schedule listed for October 2026.

What security types does DeFi Development Corp. (CHAD) have listed on Nasdaq?

The company lists Common Stock (DFDV), warrants (DFDVW), and Variable Rate Series C Perpetual Preferred Stock (CHAD) on The Nasdaq Stock Market LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 15, 2026

 

DEFI DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41748   83-2676794
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

  

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):

 

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 exercisable for one share of Common Stock   DFDVW   The Nasdaq Stock Market LLC
Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share   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.

 

Cash Dividend Declaration

 

On September 15, 2026, as contemplated by the prospectus supplement for the initial public offering of the Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share (“CHAD Stock”), DeFi Development Corp. (the “Company”) announced that its board of directors declared cash dividends of $0.07944 per share of CHAD Stock for the period between the issuance of CHAD on September 8, 2026 to October 1, 2026 and also declared daily cash dividends of $0.00516 per share of CHAD Stock for each business day for the period from October 1, 2026 through October 30, 2026, as listed in the table below (21 business days in the aggregate), which represents a per annum dividend rate of 13.00% 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.

 

Record date  Payment date  Dividend 
September 30, 2026(1)  October 1, 2026  $0.07944 
October 1, 2026  October 2, 2026  $0.00516 
October 2, 2026  October 5, 2026  $0.00516 
October 5, 2026  October 6, 2026  $0.00516 
October 6, 2026  October 7, 2026  $0.00516 
October 7, 2026  October 8, 2026  $0.00516 
October 8, 2026  October 9, 2026  $0.00516 
October 9, 2026  October 13, 2026  $0.00516 
October 13, 2026  October 14, 2026  $0.00516 
October 14, 2026  October 15, 2026  $0.00516 
October 15, 2026  October 16, 2026  $0.00516 
October 16, 2026  October 19, 2026  $0.00516 
October 19, 2026  October 20, 2026  $0.00516 
October 20, 2026  October 21, 2026  $0.00516 
October 21, 2026  October 22, 2026  $0.00516 
October 22, 2026  October 23, 2026  $0.00516 
October 23, 2026  October 26, 2026  $0.00516 
October 26, 2026  October 27, 2026  $0.00516 
October 27, 2026  October 28, 2026  $0.00516 
October 28, 2026  October 29, 2026  $0.00516 
October 29, 2026  October 30, 2026  $0.00516 
October 30, 2026  November 2, 2026  $0.00516 

  

(1)Represents the period between the issuance of CHAD on September 8, 2026 until October 1, 2026.

  

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, 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 August 31, 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.

 

1

 

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).

 

2

 

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 16, 2026 DEFI DEVELOPMENT CORP.
     
  By: /s/ Joseph Onorati
  Name: Joseph Onorati
  Title: Chairman & CEO

 

3

 

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