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[Form 4] DeFi Development Corp. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DeFi Development Corp. (DFDV)271,043 shares of common stock was reported at a price of $4.96 per share through SolSync Solutions Partnership, with additional indirect holdings of 2,216,137 common shares and 4,500 Series A preferred shares through 3277447 Nova Scotia Ltd.

Following a previously declared warrant dividend, he reported receiving 221,613 warrants to purchase DFDV common stock at an exercise price of $22.5, and a further 27,104 warrants held through SolSync Solutions Partnership, both at an exercise price of $22.5. He also reported a stock option for 301,980 shares at an exercise price of $3.91, with vesting over four years beginning on 04/09/2026.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Onorati Joseph Mario

(Last) (First) (Middle)
6041 CONGRESS AVENUE, SUITE 250

(Street)
BOCA RATON FL 33487

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DeFi Development Corp. [ DFDV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/21/2025 J 271,043(1) A $4.96 271,043 I By SolSync Solutions Partnership(2)
Common Stock 2,216,137(3) I By 3277447 Nova Scotia Ltd(4)
Series A Preferred Stock 4,500 I By 3277447 Nova Scotia Ltd(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to buy) $22.5 10/27/2025 J 221,613(5) 11/16/2025 01/21/2028 Common Stock 221,613 $0.0000 221,613 I By 3277447 Nova Scotia Ltd(4)
Warrant (Right to buy) $22.5 11/21/2025 J 27,104(6) 11/16/2025 01/21/2028 Common Stock 27,104 $0.0000 27,104 I By SolSync Solutions Partnership(2)
Stock Option (Right to buy) $3.91 04/09/2026(7) 04/09/2035 Common Stock 301,980 301,980 D
Explanation of Responses:
1. Represents the transfer of beneficial ownership in shares held by SolSync Solutions Partnership, an Alaska general partnership, through transfer of partnership units to Defi International Holding LLC, of which Joseph Onorati is manager, in connection with repayment of a loan.
2. Parker White and Joseph Onorati are partners of SolSync Solutions Partnership, an Alaska general partnership. Parker White is the general partner and maintains voting and dispositive control over the reported shares.
3. Reflects a 7-for-1 forward stock split effective on May 21, 2025.
4. Mr. Onorati is the control person as director and president of 3277447 Nova Scotia Ltd and may be deemed to control 3277447 Nova Scotia Ltd.
5. On October 8, 2025, DFDV declared a warrant dividend of warrants to purchase common stock in the amount of 1 warrant for each 10 shares of common stock held by each shareholder of record on October 23, 2025. The warrants were distributed on or around October 27, 2025. As a result, the reporting person received 221,613 warrants to purchase DFDV common stock.
6. Represents the transfer of beneficial ownership in warrants to purchase common stock held by SolSync Solutions Partnership, an Alaska general partnership, through transfer of partnership units to Defi International Holding LLC, of which Joseph Onorati is manager, in connection with repayment of a loan.
7. The date shown is the first date exercisable. One-fourth (1/4th) of the total number of shares subject to the Option shall vest on the first anniversary of the grant date, and thereafter one-thirty-sixth (1/36th) shall vest on the same date of the month applicable to the first vesting date on each of the thirty-six (36) months that occur after the date shown, such that 100% of the shares subject to the Option will be vested on the four (4) year anniversary of the grant date, subject to the reporting person's continued service through each applicable vesting date.
/s/ Joseph Mario Onorati 11/25/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did DeFi Development Corp. (DFDV) insider Joseph Onorati report in this Form 4?

Joseph Onorati, a director, CEO and 10% owner of DeFi Development Corp., reported changes in his beneficial ownership of common stock, preferred stock, warrants, and stock options, including new indirect holdings and derivative positions.

How many DeFi Development Corp. (DFDV) common shares does Joseph Onorati indirectly hold after the reported transactions?

After the reported transactions, Joseph Onorati reported 271,043 common shares indirectly held through SolSync Solutions Partnership and 2,216,137 common shares indirectly held through 3277447 Nova Scotia Ltd.

What warrant positions in DFDV did Joseph Onorati report?

He reported 221,613 warrants to purchase DFDV common stock held through 3277447 Nova Scotia Ltd and 27,104 warrants held through SolSync Solutions Partnership. Both warrant series have an exercise price of $22.5 per share and are exercisable into common stock.

How did the DFDV warrant dividend affect Joseph Onorati’s holdings?

The company declared a warrant dividend of 1 warrant for each 10 common shares held by shareholders of record on 10/23/2025. As a result, Joseph Onorati received 221,613 warrants to purchase DFDV common stock.

What stock option grant did Joseph Onorati report for DeFi Development Corp. (DFDV)?

He reported a stock option covering 301,980 shares of common stock with an exercise price of $3.91 per share. The option becomes exercisable starting 04/09/2026, with one-fourth vesting on the first anniversary of the grant date and the remaining shares vesting monthly over the following thirty-six months.

What is the relationship between Joseph Onorati and the entities holding DFDV shares and warrants?

Joseph Onorati is a partner in SolSync Solutions Partnership along with Parker White, who is the general partner with voting and dispositive control over its reported shares. He is also the control person as director and president of 3277447 Nova Scotia Ltd and may be deemed to control that entity’s reported holdings.

DeFi Development Corp

NASDAQ:DFDV

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DFDV Stock Data

218.55M
23.21M
25.53%
9.28%
15.3%
Software - Infrastructure
Finance Services
Link
United States
BOCA RATON