Current Report · Items 5.02, 8.01, 9.01 · 8-K

DeFi Development Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events

Filed Jan 29, 2026Accepted Jan 29, 2026, 9:00 AM ESTCIK 1805526Accession 0001213900-26-009173

Company context

DeFi Development Corp. (the “Company”, “we”, “our”, “us”) is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders have to manage. We provide a technology platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property lenders include traditional banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other financial institutions looking to deploy capital into commercial mortgages. We also generate revenue through our digital asset treasury strategy by staking our SOL holdings with third-party platforms and from operating validator nodes on the Solana network.

Current securities

CHADNASDAQ · PREFERRED · Current DFDVNASDAQ · EQUITY · Current DFDVWNASDAQ · WARRANT · Current DFUKFOTC · EQUITY · Current

Historical securities (1)

JNVROTC · EQUITY · Historical · closed May 2, 2025

Recent company filings

Disclosure sections

Items 5.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors

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 8.01Item 8.01 - Other Events

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.

Filed exhibits (1)

EX-99.1 (by filename) ea027450701ex99-1_defi.htm

EX-99.1 2 ea027450701ex99-1_defi.htm PRESS RELEASE, DATED JANUARY 29, 2026 Exhibit 99.1 DeFi Development Corp. Appoints Hadley Stern to Board of Directors BOCA RATON, FL - January 29, 2026 - DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the appointment of Hadley Stern to its Board of Directors. Mr. Stern brings more than a decade of leadership experience across digital assets, blockchain infrastructure, custody, compliance, and institutional adoption. He has worked in cryptoassets since 2014, where, as Senior Vice President at Fidelity Labs he launched the firm’s blockchain-specific incubator and digital currency group and later founded Fidelity Digital Asset Services in 2016. In 2018, he was named Chief Operating Officer of blockchain infrastructure company Bloq, before leading the AWS Innovation Lab focused on enterprise applications of emerging technologies, including blockchain, artificial intelligence, and quantum computing. Most recently, Mr. Stern served as Chief Compliance Officer at Marinade Labs, liaising with global institutions exploring S…

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