Item 8.01Item 8.01 - Other Events
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
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(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.
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).