DeFi Development (DFDV) director gets 69,650 options, fully vested after control change

Rhea-AI Filing Summary

DeFi Development Corp. director Marcelo Lemos reported receiving a grant of stock options covering 69,650 shares at an exercise price of $0.00 per share. These options are held directly by him.

The reported option amount reflects a 7-for-1 forward stock split effective on May 19, 2025. According to the disclosure, the options became fully vested on April 4, 2025 upon a change in control of DeFi Development Corp.

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

X

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^*

LEMOS MARCELO

(Last) (First) (Middle)

6401 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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2025

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

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
Stock Option (Right to buy)	$0.76(1)	02/10/2025		A		69,650(1)		02/10/2026(2)	02/10/2035	Common Stock	69,650	$0.0000	69,650	D

Explanation of Responses:

1. Reflects a 7-for-1 forward stock split effective on May 19, 2025.

2. The options became fully vested on April 4, 2025 upon a change in control of the Issuer.

	/s/ Marcelo Lemos	02/26/2026
	** 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 does Marcelo Lemos’s Form 4 for DFDV report?

The Form 4 reports that director Marcelo Lemos received a grant of stock options for 69,650 shares of DeFi Development Corp. The options were granted at an exercise price of $0.00 per share and are held as direct ownership.

How many DeFi Development Corp. (DFDV) options were granted to Marcelo Lemos?

Marcelo Lemos was granted stock options covering 69,650 shares of DeFi Development Corp. Following this award, his directly held derivative position shows the same 69,650 options, indicating this grant represents his current reported stock option holdings in the company.

What vesting terms apply to the DFDV options granted to Marcelo Lemos?

The options became fully vested on April 4, 2025 upon a change in control of DeFi Development Corp. This means all 69,650 optioned shares were no longer subject to vesting conditions once that change in control event occurred.

How does the stock split affect Marcelo Lemos’s reported DFDV option grant?

The reported 69,650 optioned shares reflect a 7-for-1 forward stock split effective May 19, 2025. This indicates the option share count shown has already been adjusted to account for the split in DeFi Development Corp.’s common stock.

Is Marcelo Lemos’s DFDV option grant a direct or indirect holding?

The filing classifies the 69,650 DeFi Development Corp. stock options as direct ownership by Marcelo Lemos. There is no indication that the options are held through a trust, partnership, or other separate entity in this disclosure.