ディファイディベロップメントの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ to __________

COMMISSION FILE NUMBER 001-41748

DeFi DEVELOPMENT CORP

(Exact name of registrant as specified in its charter)


Delaware		83-2676794
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6401 Congress Avenue, Suite 250 Boca Raton, FL 33487		(561) 559-4111
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of November 19, 2025, the registrant had a total of 31,401,212 shares of its common stock, par value $0.00001 per share, issued and outstanding.

DEFI DEVELOPMENT CORP

INDEX TO FORM 10-Q


		Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3. Quantitative and Qualitative Disclosures About Market Risk		37
Item 4. Controls and Procedures		37
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		39
Item 1A. Risk Factors		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3. Defaults Upon Senior Securities		44
Item 4. Mine Safety Disclosures		44
Item 5. Other Information		44
Item 6. Exhibits		45
Signatures		46



		i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

•

The effect of and uncertainties related the ongoing volatility in interest rates;

•

Future reward yields related to operating validator nodes;

•

Uncertainties related to future staking reward yields;

•

Our ability to achieve and maintain profitability in the future;

•

The impact on our business of the regulatory environment and complexities with compliance related to such environment;

•

Our ability to respond to general economic conditions;

•

Our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

•

Our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

•

The success of our marketing efforts to access additional sales channels and our ability to expand our lender and borrower base;

•

Our ability to grow market share in existing markets or any new markets we may enter;

•

Our ability to develop new products, features and functionality that are competitive and meet market needs;

•

Our ability to realize the benefits of our strategy, including our financial services and platform productivity;

•

Our ability to make accurate credit and pricing decisions or effectively forecast our loss rates;

•

Our ability to establish and maintain effective system of internal controls over financial reporting;

•

Our ability to maintain the listing of our securities on Nasdaq;

•

Sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price; and

•

The outcome of any legal or governmental proceedings that may be instituted against us.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved. Forward-looking statements contained in this Quarterly Report on Form 10-Q speak as of the date of this report and we do not assume any responsibility to update these forward-looking statements, except as required by law.



		ii

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DEFI DEVELOPMENT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30,		December 31,
(in thousands, except share data)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	8,801	$	2,517
Accounts receivable, net		52		195
Prepaid expenses		603		109
Investments		1,377		340
Digital assets pledged as collateral		152,248		—
Other current assets		11,329		114
Total current assets		174,410		3,275
Accounts receivable, non-current		—		42
Property and equipment, net		—		41
Digital assets, at fair value		244,271		—
Digital assets, at carrying value, net		57,200		—
Goodwill		607		607
Intangible assets, net		3,373		378
Other assets		93		33
Total assets	$	479,954	$	4,376
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	5,523	$	340
Digital asset financing arrangements		70,331		—
Loans payable		267		—
Deferred revenue		115		239
Other current liabilities		9,313		14
Total current liabilities		85,549		593
Long-term debt, net		131,444		—
Contingent consideration		115		179
Deferred revenue, non-current		—		102
Deferred income taxes		19,042		—
Total liabilities		236,150		874
Commitments and contingencies (Note 16)
Stockholders' equity:
Preferred stock, undesignated, $0.00001 par value and stated value, 9,899,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024		—		—
Series A Preferred stock, $0.00001 par value and stated value, 100,000 shares authorized, 10,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024		—		—
Series B Preferred stock, $0.00001 par value and stated value, 1,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024		—		—
Common stock, $0.00001 par value, 100,000,000 shares authorized, 27,718,159 and 9,909,473 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—		—
Additional paid-in capital		182,494		12,872
Accumulated earnings (deficit)		61,310		(9,370	)
Total stockholders’ equity		243,804		3,502
Total liabilities and stockholders’ equity	$	479,954	$	4,376

See the accompanying notes to the condensed consolidated financial statements.



		1

DEFI DEVELOPMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands, except per share data)	2025			2024			2025			2024
Revenue	$	4,625		$	619		$	6,898		$	1,471
Operating expenses:
Cost of revenue		88			8			122			24
Sales and marketing		668			299			1,814			1,128
Research and development		269			151			751			479
General and administrative		3,572			564			8,793			1,991
Depreciation and amortization		352			51			693			173
(Gain) loss from changes in fair value of digital assets		(74,368	)		—			(95,561	)		—
Loss on disposition of Janover Pro		1,958			—			1,958			—
(Gain) loss from changes in fair value of contingent consideration		—			—			(64	)		—
Total operating expenses		(67,461	)		1,073			(81,494	)		3,795
Operating income (loss)		72,086			(454	)		88,392			(2,324	)
Interest expense		(2,933	)		—			(3,709	)		—
Gain (loss) from derivative instruments		4,639			—			4,639			—
Other income (expense)		169			(17	)		494			83
Income (loss) before income taxes		73,961			(471	)		89,816			(2,241	)
Income tax (expense) benefit		(17,935	)		—			(19,136	)		—
Net income (loss)	$	56,026		$	(471	)	$	70,680		$	(2,241	)

Net income (loss) per share:
Basic	$	2.41		$	(0.05	)	$	4.47		$	(0.23	)
Diluted	$	1.83		$	(0.05	)	$	3.63		$	(0.23	)

Weighted-average shares outstanding:
Basic		23,201			9,804			15,819			9,722
Diluted		31,439			9,804			20,071			9,722

See the accompanying notes to the condensed consolidated financial statements.



		2

DEFI DEVELOPMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	Series A Preferred Stock				Common Stock				Additional Paid-in			Accumulated Earnings			Total Stockholders’
(in thousands, except share data)	Shares		Amount		Shares		Amount		Capital			(Deficit)			Equity
Balances at December 31, 2024		10,000	$	—		9,909,473	$	—	$	12,872		$	(9,370	)	$	3,502
Issuance of common stock, net of offering costs		—		—		102,081		—		70			—			70
Share-based compensation		—		—		—		—		54			—			54
Net income (loss)		—		—		—		—		—			(778	)		(778	)
Balances at March 31, 2025		10,000	$	—		10,011,554	$	—	$	12,996		$	(10,148	)	$	2,848
Issuance of common stock, net of offering costs		—		—		3,503,535		—		36,015			—			36,015
Issuance of common stock for asset acquisition		—		—		604,884		—		3,000			—			3,000
Exercise of share-based awards		—		—		580,846		—		94			—			94
Share-based compensation		—		—		—		—		952			—			952
Discount on convertible notes		—		—		—		—		11,704			—			11,704
Warrants exercised		—		—		1,362,018		—		2			—			2
Conversion of convertible notes		—		—		1,339,462		—		9,566			—			9,566
Net income (loss)		—		—		—		—		—			15,432			15,432
Balances at June 30, 2025		10,000	$	—		17,402,299	$	—	$	74,329		$	5,284		$	79,613
Issuance of common stock, net of offering costs		—		—		7,284,127		—		175,356			—			175,356
Prepaid forward stock purchase		—		—		—		—		(75,636	)		—			(75,636	)
Exercise of share-based awards		—		—		60,219		—		—			—			—
Share-based compensation		—		—		—		—		331			—			331
Warrants exercised		—		—		1,836,577		—		—			—			—
Conversion of convertible notes		—		—		1,134,937		—		8,114			—			8,114
Net income (loss)		—		—		—		—		—			56,026			56,026
Balances at September 30, 2025		10,000	$	—		27,718,159	$	—	$	182,494		$	61,310		$	243,804


	Series A Preferred Stock				Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
(in thousands, except share data)	Shares		Amount		Shares			Amount		Capital			Deficit			Equity
Balances at December 31, 2023		10,000	$	—		9,666,108		$	—	$	12,460		$	(6,644	)	$	5,816
Issuance of common stock, net of offering costs		—		—		15,396			—		1			—			1
Share-based compensation		—		—		—			—		108			—			108
Net (income) loss		—		—		—			—		—			(964	)		(964	)
Balances at March 31, 2024		10,000	$	—		9,681,504		$	—	$	12,569		$	(7,608	)	$	4,961
Share-based compensation		—		—		—			—		105			—			105
Net income (loss)		—		—		—			—		—			(805	)		(805	)
Balances at June 30, 2024		10,000	$	—		9,681,504		$	—	$	12,674		$	(8,413	)	$	4,261
Issuance of common stock for services performed		—		—		245,338			—		121			—			121
Repurchase of common stock		—		—		(10,322	)		—		(5	)		—			(5	)
Share-based compensation		—		—		—			—		50			—			50
Net income (loss)		—		—		—			—		—			(471	)		(471	)
Balances at September 30, 2024		10,000	$	—		9,916,520		$	—	$	12,840		$	(8,884	)	$	3,956

See the accompanying notes to the condensed consolidated financial statements.



		3

DEFI DEVELOPMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 30,
(in thousands)	2025			2024
Operating Activities
Net income (loss)	$	70,680		$	(2,241	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Digital assets received as revenue		(4,850	)		—
Digital assets paid for expenses		101			—
Depreciation and amortization		693			173
Amortization of debt discount		529			—
Share-based compensation		1,337			263
Deferred income taxes		19,042			—
(Gain) loss from changes in fair value of digital assets		(95,561	)		—
(Gain) loss from derivative instruments		(4,639	)
(Gain) loss from changes in fair value of marketable securities		(432	)		52
(Gain) loss from changes in fair value of contingent consideration		(64	)		—
Loss on disposition of Janover Pro		1,958			—
Changes in operating assets and liabilities:
Accounts receivable		(605	)		(230	)
Prepaid expenses		164			92
Other assets		(87	)		(2	)
Accounts payable and accrued expenses		4,891			(387	)
Deferred revenue		(102	)		43
Right of use liability, net		(96	)		(2	)
Net cash used in operating activities		(7,041	)		(2,239	)
Investing Activities
Purchase of digital assets		(216,661	)		—
Settlement of option contracts		(17,404	)		—
Disposition of Janover Pro		(1,250	)		(3	)
Acquired intangible assets		(994	)		—
Purchases of property and equipment		(2	)		(13	)
Net cash used in investing activities		(236,311	)		(16	)
Financing Activities
Repayments of short-term debt		(267	)		—
Proceeds from convertible notes		148,913			—
Proceeds from issuance of common stock, net of offering costs		129,782			—
Proceeds from pre-funded warrants		53,736			—
Proceeds from warrant exercises		2			—
Proceeds from issuance of common stock under employee stock plans		95			1
Payment for prepaid forward stock purchase		(75,636	)		—
Repurchase of common stock		—			(5	)
Payments of offering costs		(6,989	)		(49	)
Net cash provided by (used in) financing activities		249,636			(53	)
Net increase (decrease) in cash and cash equivalents		6,284			(2,308	)
Cash and cash equivalents, at beginning of period		2,517			5,076
Cash and cash equivalents, at end of period	$	8,801		$	2,768

See the accompanying notes to the condensed consolidated financial statements.



		4

DEFI DEVELOPMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-CONTINUED

(Unaudited)


	Nine Months Ended
	September 30,
Supplemental Information of Cash Paid Information	2025		2024
Cash paid for interest	$	248	$	1
Cash paid for taxes	$	26	$	—

Supplemental Schedule of Non-cash Investing and Financing Activities
Common stock issued for asset acquisition	$	3,000	$	—
Digital asset financing arrangement borrowings	$	104,147	$	—
Repayments of digital asset financing arrangements	$	37,629	$	—
Digital assets received from convertible notes and warrants	$	42,912	$	—
Digital assets received from common stock issuances	$	3,150	$	—
Conversion of convertible notes to common stock	$	17,680	$	—
Common stock issuance in connection with equity line of credit commitment fee	$	3,187	$	—
Issuance of common stock for prepaid and accrued services	$	—	$	121
Marketable securities received in exchange for customer contract	$	—	$	226
Financing of prepaid insurance premiums	$	516	$	—

See the accompanying notes to the condensed consolidated financial statements.



		5

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

OVERVIEW

DeFi Development Corp. (“DeFi Dev", 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 Solana ("SOL") holdings with third party platforms and from operating validator nodes on the Solana network.

Change of Control

On April 4, 2025, Blake Janover, then Chief Executive Officer and Chairman of DeFi Development Corp. (formerly Janover Inc.), entered into a Stock Purchase Agreement (“Purchase Agreement”) with DeFi Dev LLC, a Delaware limited liability company, and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”) to sell 728,632 shares of common stock, with each share of common stock entitled to one vote per share and representing approximately 51.0% of the Company’s 1,579,946 issued and outstanding shares of common stock and 10,000 shares of Series A preferred stock of the Company, with each share of Series A preferred stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the common stock unless otherwise prohibited by law. DeFi Dev LLC and NS Corp were previously unaffiliated parties to the Company. DeFi Dev LLC purchased 412,041 shares of common stock and 5,500 shares of Series A preferred stock for $2.3 million utilizing funds contributed by its managing member and other members. A portion of the funds for the purchase of shares by DeFi Dev LLC came from a loan from Joseph Onorati. NS Corp purchased 316,591 shares of common stock and 4,500 shares of Series A preferred stock for $1.7 million utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4.0 million. The transactions under the Purchase Agreement constituted a change in control of the Company.

The change of control is considered a business combination under Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"), with DeFi Dev LLC and NS Corp identified as the accounting acquirer and us the acquiree. We have elected not to apply pushdown accounting as allowed under ASC 805 which is irrevocable once elected. As a result, our assets and liabilities continue to be presented at historical carrying amounts and no fair value adjustments or goodwill were recorded in our consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) interim reporting guidelines under Article 8-06 of Regulation S-X (17 CFR Part 210) for smaller reporting companies. Our condensed consolidated financial statements do not include all the disclosures required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with SEC on March 27, 2025 and Amendment No.1 to the Annual Report on Form 10-K/A, filed with the SEC on May 16, 2025.

In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of our financial position and results of operations for all interim periods presented. The consolidated results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or any other interim periods.



		6

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of DeFi Dev and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Reclassifications

As a result of the change of control and the Company's new treasury strategy, reclassifications have been made to prior periods to conform to classifications used in the current period. Such reclassifications had no effect on previously reported results.

Change in Operating Segments

In the second quarter of 2025, management re-evaluated our segment reporting structure and determined that we now operate in two reportable segments. Historically, we operated as a single operating segment focused on our real estate technology platform. The change in reportable segments had no effect on previously reported results. See Note 4—Segments, for further discussion.

Stock Splits

Effective December 30, 2024, we had a one-for-eight reverse stock split of the Company's common stock. Additionally, on May 6, 2025, our Board of Directors approved a seven-for-one forward stock split of the Company's common stock to shareholders of record as of the close of business on May 19, 2025. All share, per share data and related pricing have been adjusted to reflect the previously mentioned stock splits for all periods presented.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results may differ significantly from these estimates and assumptions. Our most significant estimates and assumptions relate to acquisitions, valuation of share-based compensation, valuation of contingent consideration, valuation and useful lives of our fixed and intangibles assets and our valuation allowances on receivables and deferred taxes. Management evaluates these estimates and assumptions on an ongoing basis using the most current information available and changes are made in the period they are known.

Fair Value Measurements

We determine fair value measurements for certain assets and liabilities in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:


Level 1	Unadjusted quoted prices in active markets for identical assets and liabilities
Level 2	Quoted prices for similar assets and liabilities in active markets; quoted prices for similar or identical assets and liabilities in markets that are not active; valuation models in which all significant inputs are derived from observable market data
Level 3	Unobservable valuation model inputs for assets and liabilities such as discounted cash flow models or similar techniques; inputs for fair value instruments; includes assumptions and may require significant judgment and estimation by management

We use this framework to measure the fair value of certain financial instruments on a recurring basis, such as our cash and cash equivalents, accounts receivables, marketable securities, digital assets pledged as collateral, digital assets at fair value, digital asset financing arrangements and contingent consideration, as well as on a non-recurring basis for our acquisitions and impairment testing on our property and equipment, intangible assets and digital assets, at carrying value. We also use this framework for disclosure purposes related to certain items, such as our off-balance sheet transactions. See Note 15—Fair Value Measurements for further discussion.

Business Combinations

We account for business combinations in accordance with ASC 805. Under ASC 805, we recognize the estimated fair value of identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date and any remaining unallocated purchase price is recorded as goodwill. In the event that the initial accounting for a business combination is incomplete by the end of the reporting period, management will include preliminary amounts based on the established framework under ASC 820 within the



		7

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

consolidated financial statements and will subsequently recognize adjustments to the preliminary amounts with an adjustment to goodwill in the reporting period in which the adjustments to the preliminary amounts are determined. Incomplete accounting, if any, for a business combination must be finalized within the measurement period, which is one year from the acquisition date. Any subsequent adjustments determined after the measurement period are recorded in our Condensed Consolidated Statements of Operations.

Cash and Cash Equivalents

Our cash and cash equivalents consist of money market and demand deposit accounts held at various financial institutions and at digital asset platforms. The carrying amounts of our cash and cash equivalents approximate their fair value.

Digital Assets

Digital assets are considered intangible assets under Accounting Standards Codification Subtopic 350-60, Intangibles—Goodwill and Other—Crypto Assets ("ASC 350-60"). Under ASC 350-60, digital assets that meet the definition of intangible assets, among other criteria, are initially recorded at cost and are then subsequently remeasured at fair value, as of the balance sheet date with changes from remeasurement recognized in net income. The fair value for digital assets that are unrestricted ("liquid") and freely tradable are determined using Level 1 inputs as defined in ASC 820. Conversely, fair value for digital assets that are restricted ("locked") due to vesting schedules or contractual restrictions are determined based on Level 1 inputs adjusted for the impact of such restrictions based on Level 2 inputs, in accordance with ASC 820. We account for changes from remeasurement within (Gain) loss from changes in fair value of digital assets, as stated on our Condensed Consolidated Statements of Operations.

Digital assets that we hold that do not meet the criteria under ASC 350-60 are accounted for as intangible assets with indefinite useful lives and are initially recorded at cost and are not amortized but instead are tested for impairment at least annually, or more frequently, if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. As such, these digital assets are reflected in our Condensed Consolidated Balance Sheets, at cost net of any impairments within Digital assets, at carrying value. We evaluate impairments on these digital assets on at least an annual basis, or more frequently if events or changes in circumstances occur and use Level 1 inputs, unadjusted quoted prices in active markets, for the fair value to determine if an impairment has occurred. If unadjusted quoted prices in active markets for our digital assets are lower than the carrying value recorded, then we will record an impairment charge equal to the difference between the carrying value and the fair value. Impairment charges are recognized within (Gain) loss on changes in fair value of digital assets, as stated on our Condensed Consolidated Statements of Operations.

When we receive digital assets earned on third party staking platforms or from operating our validator nodes, we will initially record them at fair value on the date the digital assets are received. Upon the disposal of digital assets, any gains or losses are recognized in (Gain) loss on changes in fair value of digital assets, as stated on our Condensed Consolidated Statements of Operations, and are calculated as the difference between the selling price and our carrying value, using the specific identification method. See Note 5—Digital Assets for further discussion.

Intangible Assets

We account for finite-lived intangible assets in accordance with Accounting Standards Codification Topic 350, Intangibles ("ASC 350"). Under ASC 350, finite-lived intangible assets are amortized and consist of our validators, developed technology and customer database. These intangible assets are amortized on a straight-line basis over their estimated useful life. We periodically review the appropriateness of the estimated useful life of our finite-lived intangible assets. Additionally, we will evaluate these assets for impairments whenever events or circumstances indicate that the carrying amount may not be recoverable over the remaining life of the asset.

We have an indefinite-lived intangible asset and account for it in accordance with ASC 350. Under ASC 350, the indefinite-lived intangible asset is not amortizable and consist of our domain name. Our indefinite-lived intangible asset is tested for impairment at least annually or whenever events or circumstances indicate an impairment may have occurred. If we determine that the fair value is lower than the carrying value recorded, then it is more likely than not that our domain name is impaired, and we will record a charge equal to the difference between the carrying value and the fair value on our Condensed Consolidated Statements of Operations.

See Note 8—Goodwill and Intangible Assets for further discussion.

Goodwill

Goodwill is calculated as the excess of the purchase price of an acquisition over the identifiable net assets acquired. We account for goodwill in accordance with Accounting Standards Codification Topic 350, Intangibles—Goodwill and Other. Under ASC 350, it is not subject to amortization but is instead tested at least annually for impairment at the reporting unit level. We test for goodwill impairment



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

in the fourth quarter of each fiscal year or whenever events or circumstances indicate an impairment may have occurred. ASC 350 permits us to first assess qualitative factors, to determine whether it is necessary to perform a qualitative impairment test for our reporting units. The quantitative impairment test is required only if we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount. We will perform the qualitative test, if necessary, using Level 2 and Level 3 inputs including, among other models, the discounted future cash flows method to determine the fair value. If the fair value of the reporting unit exceeds the carrying amount then goodwill is considered not to be impaired. However, if the carrying value amount of the reporting unit exceeds the fair value then an impairment charge is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. See Note 8—Goodwill and Intangible Assets for further discussion.

Derivative Instruments

We currently enter into two types of derivative instruments, digital asset financing arrangements and option contracts. We evaluate and account for these derivative instruments under Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815"). Under ASC 815 we are required to recognize derivatives as either assets or liabilities on our Condensed Consolidated Balance Sheets. Derivatives are recorded initially and subsequently at fair value, with changes recognized in earnings within Gain (loss) on derivative instruments as stated on our Condensed Consolidated Statements of Operations, as our derivatives are not designated and do not qualify for hedge accounting. See Note 10—Derivatives for further discussion.

Revenue

We recognize revenue in accordance with the five-step model outlined in Accounting Standard Codification Topic 606—Revenue from Contracts with Customers ("ASC 606"). This model helps us identify the contract we have with our customers, identify the performance obligation in the contract, determine the transaction price, allocate the transaction price to the performance obligation and recognize revenue as the performance obligation is satisfied. We earn revenue from our digital asset treasury strategy and by providing our real estate platform and products to customers. See Note 2—Revenue for further discussion.

Cost of Revenue

Cost of revenue represents costs directly related to our products and services and include direct software costs, hosting fees and fees associated with operating our own validator nodes and excludes depreciation and amortization expense. These are expensed when incurred.

Sales and Marketing

Sales and marketing includes employee-related costs, consisting of wages and salaries, commissions, share-based compensation expense and costs related to advertising for the promotion of our products and services. These are expensed when incurred. Advertising expense for the three months ended September 30, 2025 and 2024 was $284.1 thousand and $15.0 thousand, respectively. During the nine months ended September 30, 2025 and 2024, advertising expense was $528.6 thousand and $72.0 thousand, respectively.

Research and Development

Research and development includes employee-related costs, consisting of wages and salaries and share-based compensation expense and costs to develop and refine technological processes used to carry out business operations, including personnel costs for website and non-capitalizable software design and development functions and related software and hosting costs. These are expensed when incurred.

General and Administrative

General and administrative includes corporate employee-related costs, consisting of wages and salaries, benefits and share-based compensation expense, professional fees, licenses and insurance and office expenses. These are expensed when incurred.

Share-Based Compensation

We account for share-based compensation in accordance with Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC 718"). We measure all share-based awards granted to employees, directors and non-employee consultants based on the grant date fair value using the Black-Scholes valuation model on a straight-line basis over the vesting period of the respective award, net of any forfeitures. For awards with performance-based vesting conditions, the Company records the expense if and when the



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company concludes that it is probable that the performance condition will be achieved. See Note 12—Share-Based Compensation for further discussion.

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed the Federal Deposit Insurance Limit of $250,000. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were held at accredited financial institutions.

During the nine months ended September 30, 2025 and 2024, two lenders accounted for 49% and three lenders accounted for 37%, respectively, of our real estate platform revenue. The Company may be negatively affected by the loss of any one of these lenders.

Market Risk

We are exposed to market risk related to our digital asset holdings, collateral associated with our digital asset financing arrangements and digital asset financing arrangements which are impacted by the market value of the respective underlying digital asset. We performed a sensitivity analysis assuming a hypothetical 10% change in the fair value of these digital assets to demonstrate the potential impact on our financial results. A hypothetical 10% increase or decrease in market prices would have positively or negatively impacted our Income (loss) before income taxes by approximately $19.7 million for the nine months ended September 30, 2025.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Credit Losses

In July 2025, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2025-05 Financial Instruments—Credit Losses ("ASU 2025-05"), which provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. ASU 2025-05 applies to public entities with annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. We are evaluating the impact this guidance may have on our condensed consolidated financial statements.

Expense Disaggregation Disclosure

In November 2024, FASB issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), which enhances transparency by requiring public entities to disclose more detailed information about their income statement expenses. This includes disaggregating specific natural expense categories, like employee compensation and depreciation, within certain expense captions. ASU 2024-03 applies to public entities with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, early adoption is permitted. We are evaluating the impact this amended guidance may have on the notes to our condensed consolidated financial statements.

Income Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740) which enhances income tax disclosures related to the effective tax rate reconciliation and income taxes paid information among other disclosures. The update improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction as well as adding disclosures of pretax income or loss and income tax expense or benefit to be consistent with Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and removing disclosures that no longer are considered cost beneficial or relevant. The amended guidance is effective for annual periods beginning after December 15, 2024. The



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

guidance can be applied either prospectively or retrospectively. We are evaluating the impact this amended guidance may have on the notes to our condensed consolidated financial statements.

Disclosure Improvements

In October 2023, FASB issued Accounting Standards Update No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosures Update and Simplification Initiative”. The guidance amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. We are evaluating the impact this amended guidance may have to our condensed consolidated financial statements.

Management does not believe that any other new accounting pronouncements issued or effective during the period had or is expected to have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 2—REVENUE

We earn revenue from digital assets through our treasury strategy and from providing customers with our AI-powered online real estate platform and from other value-added products and services.

DIGITAL ASSET TREASURY

We generate staking and other revenue from delegating our SOL holdings that are not delegated to our own validators, primarily consisting of locked SOL, to third-party validators with the objective of generating yield while supporting the Solana ecosystem validation process. All Solana validators have a bonding and unbonding period of one epoch, which lasts less than three days. In exchange for delegating our digital assets to validators, we receive a portion of the validators’ total earned rewards in the form of SOL, net of commission fees. The amount of revenue received varies each epoch and is based on the Solana network’s current annual inflationary rate of 4.3%, validator performance, and total SOL staked to the validator as compared to the total Solana network. The commissions that we pay for third-party staking services varies per validator, as each establishes its own rate. We have evaluated the terms of service with these third-party validators and have determined that we act as an agent and recognize revenue on a net basis. The amount of revenue recorded is equal to the fair value on the date the digital asset rewards are received.

We earn validator revenue from participating in securing the Solana network through creating and validating transactions on the blockchain, known as the proof-of-stake consensus protocol. In exchange for providing these services, we receive revenue in the form of Solana, and the amount varies based on several factors including, an annual inflationary rate of approximately 4.3%, our validators performance, and the amount of SOL that is delegated on our validator as compared to the Solana network, which includes our own SOL holdings. We receive revenue for services provided at the end of each Solana epoch, which is less than three days, and includes staking rewards from our own SOL holdings. We evaluated our validator arrangements and have determined that we act as the principal and recognize revenue for services provided at the end of each Solana epoch on a gross basis. We record revenue at fair value on the date we receive the SOL tokens.

REAL ESTATE PLATFORM

We earn platform revenue from fees charged to our customers that utilize our technology platform which matches lenders and borrowers. These fees include a share of the revenue per transaction by the lender, typically 1% of the loan amount, and in some cases a fixed negotiated fee from the borrower. We have evaluated the terms of the contract with these customers and have determined that we act as an agent and recognize revenue on a net basis at the time the lending transaction is fully funded and closed.

We also derive revenue from our software as a service ("SaaS") offerings which provide data, transparency and other tools to help customers navigate the complex components of the multifamily and commercial property lifecycles and includes debt, equity, insurance and technology. Contracts with customers utilizing our SaaS offerings are subscription based and last between one to three years. We act as the principal in these contracts and recognize revenue ratably over the contract term on a gross basis. The amount of revenue earned is equal to the annual rate per the contract or when the services are performed throughout the contractual period.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

DISAGGREGATION OF REVENUE

The following table shows the disaggregation of revenue for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
Digital asset treasury	$	3,794	$	—	$	5,000	$	—
Real estate platform		831		619		1,898		1,471
Total revenue	$	4,625	$	619	$	6,898	$	1,471

DEFERRED REVENUE

The following table presents changes in both current and noncurrent deferred revenue for the periods presented:


	Nine Months Ended
	September 30,
(in thousands)	2025			2024
Beginning balance	$	341		$	83
Deferred revenue additions		2,233			356
Revenue recognized		(1,077	)		(238	)
Janover Pro disposition		(1,382	)		—
Ending balance	$	115		$	201

As of September 30, 2025, we had no deferred revenue related to performance obligation contracts greater than one year. Deferred revenue decreased for the nine months ended September 30, 2025 due to the disposal of Janover Pro ("JPro"), see Note 6—Acquisitions and Dispositions for further discussion.

NOTE 3—NET INCOME (LOSS) PER SHARE

We computed basic net income (loss) per common share by dividing net income (loss) by the weighted-average number of common shares outstanding during the relevant period. Diluted net income (loss) per common share is calculated by dividing net income (loss) by the weighted average of common shares outstanding during the relevant period plus the effect of dilutive shares using the treasury stock method, which excludes shares that would have an antidilutive effect, for share-based awards and warrants and the if-converted method for the effect of shares issuable under our convertible debt instruments. In periods where we report net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items would decrease the net loss per share.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table provides the computation of basic and diluted net income (loss) per share for the periods presented:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(in thousands, except per share data)	2025		2024			2025		2024
Numerator
Net income (loss), basic	$	56,026	$	(471	)	$	70,680	$	(2,241	)
Add: interest expense associated with convertible notes, net of tax		1,478		—			2,143		—
Net income (loss), diluted	$	57,504	$	(471	)	$	72,823	$	(2,241	)

Denominator
Weighted-average of common shares outstanding, basic		23,201		9,804			15,819		9,722

Dilutive effect of shares:
Stock options		1,016		—			545		—
Restricted stock units		128		—			84		—
Convertible notes		6,804		—			3,522		—
Warrants		290		—			101		—
Weighted-average of common shares outstanding, diluted		31,439		9,804			20,071		9,722
Antidilutive shares		2,143		675			2,143		675

Net income (loss) per share
Basic	$	2.41	$	(0.05	)	$	4.47	$	(0.23	)
Diluted	$	1.83	$	(0.05	)	$	3.63	$	(0.23	)

NOTE 4—SEGMENTS

We determine operating segments based on metrics that our Chief Operating Decision Maker (“CODM”) reviews internally to manage our business, including resource allocation and performance assessment. Our CODM is the Chief Executive Officer, who regularly reviews financial results based on two operating segments consisting of Digital Asset Treasury and Real Estate Platform.

•

Digital Asset Treasury ("Treasury"): This segment is responsible for executing and managing the Company’s treasury policy, including our owned validators.

•

Real Estate Platform ("Real Estate"): This segment is responsible for providing 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, REIT, debt funds, and other financial institutions looking to deploy capital into commercial mortgages.

The CODM uses segment operating income (loss) to evaluate operating segment performance and allocate resources, including current period to prior period variances on a quarterly basis. Segment income (loss) excludes the impact of income taxes, interest expense and other income (expense) items, as these are managed at the corporate level. We do not prepare separate balance sheets by operating segment for the CODM, as such, assets are not evaluated as part of operating segment performance and resource allocation. We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific assets, as these are included in segment operating income (loss).

Accounting policies associated with our operating segment are the same as those previously described in Note 1—Overview and Significant Accounting Policies, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidations.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The tables below shows our segment operating income (loss) for the periods presented:


	Three Months Ended
	September 30,
	2025						2024
(in thousands)	Treasury			Real Estate			Treasury		Real Estate
Segment revenue	$	3,794		$	831		$	—	$	619

Cost of revenue		81			7			—		8
Sales and marketing		222			446			—		299
Research and development		145			124			—		151
General and administrative		3,313			259			—		564
Depreciation and amortization		303			49			—		51
(Gain) loss from changes in fair value of digital assets		(74,368	)		—			—		—
Loss on disposition of Janover Pro		—			1,958			—		—
Total segment operating expenses	$	(70,304	)	$	2,843		$	—	$	1,073
Segment operating income (loss)	$	74,098		$	(2,012	)	$	—	$	(454	)


	Nine Months Ended
	September 30,
	2025						2024
(in thousands)	Treasury			Real Estate			Treasury		Real Estate
Segment revenue	$	5,000		$	1,898		$	—	$	1,471

Cost of revenue		101			21			—		24
Sales and marketing		303			1,511			—		1,128
Research and development		302			449			—		479
General and administrative		7,709			1,084			—		1,991
Depreciation and amortization		506			187			—		173
(Gain) loss from changes in fair value of digital assets		(95,561	)		—			—		—
Loss on disposition of Janover Pro		—			1,958			—		—
(Gain) loss from changes in fair value of contingent consideration		—			(64	)		—		—
Total segment operating expenses	$	(86,640	)	$	5,146		$	—	$	3,795
Segment operating income (loss)	$	91,640		$	(3,248	)	$	—	$	(2,324	)



		14

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The below table reconciles segment income (loss) to consolidated income (loss) before income taxes for the periods presented:


	Three Months Ended
	September 30,
	2025												2024
(in thousands)	Treasury			Real Estate			Corporate			Total			Treasury		Real Estate			Corporate			Total
Revenue	$	3,794		$	831		$	—		$	4,625		$	—	$	619		$	—		$	619

Cost of revenue		81			7			—			88			—		8			—			8
Sales and marketing		222			446			—			668			—		299			—			299
Research and development		145			124			—			269			—		151			—			151
General and administrative		3,313			259			—			3,572			—		564			—			564
Depreciation and amortization		303			49			—			352			—		51			—			51
(Gain) loss from changes in fair value of digital assets		(74,368	)		—			—			(74,368	)		—		—			—			—
Loss on disposition of Janover Pro		—			1,958			—			1,958
(Gain) loss from changes in fair value of contingent consideration		—			—			—			—			—		—			—			—
Total operating expenses		(70,304	)		2,843			—			(67,461	)		—		1,073			—			1,073
Operating income (loss)		74,098			(2,012	)		—			72,086			—		(454	)		—			(454	)
Interest expense		—			—			(2,933	)		(2,933	)		—		—			—			—
Gain (loss) on derivative instruments, net		—			—			4,639			4,639			—		—			—			—
Other income (expense)		—			—			169			169			—		—			(17	)		(17	)
Income (loss) before income taxes	$	74,098		$	(2,012	)	$	1,875		$	73,961		$	—	$	(454	)	$	(17	)	$	(471	)


	Nine Months Ended
	September 30,
	2025												2024
(in thousands)	Treasury			Real Estate			Corporate			Total			Treasury		Real Estate			Corporate		Total
Revenue	$	5,000		$	1,898		$	—		$	6,898		$	—	$	1,471		$	—	$	1,471

Cost of revenue		101			21			—			122			—		24			—		24
Sales and marketing		303			1,511			—			1,814			—		1,128			—		1,128
Research and development		302			449			—			751			—		479			—		479
General and administrative		7,709			1,084			—			8,793			—		1,991			—		1,991
Depreciation and amortization		506			187			—			693			—		173			—		173
(Gain) loss from changes in fair value of digital assets		(95,561	)		—			—			(95,561	)		—		—			—		—
Loss on disposition of Janover Pro		—			1,958			—			1,958			—		—			—		—
(Gain) loss from changes in fair value of contingent consideration		—			(64	)		—			(64	)		—		—			—		—
Total operating expenses		(86,640	)		5,146			—			(81,494	)		—		3,795			—		3,795
Operating income (loss)		91,640			(3,248	)		—			88,392			—		(2,324	)		—		(2,324	)
Interest expense		—			—			(3,709	)		(3,709	)		—		—			—		—
Gain (loss) on derivative instruments, net		—			—			4,639			4,639			—		—			—		—
Other income (expense)		—			—			494			494			—		—			83		83
Income (loss) before income taxes	$	91,640		$	(3,248	)	$	1,424		$	89,816		$	—	$	(2,324	)	$	83	$	(2,241	)



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 5—DIGITAL ASSETS

DIGITAL ASSETS, AT FAIR VALUE

The table below details the components of our digital assets, at fair value with units, cost basis amounts and fair value based on Level 1 inputs that use unadjusted quoted prices from active markets. We did not hold any digital assets, at fair value as of December 31, 2024:



	September 30, 2025
(in thousands)	Units		Cost Basis		Fair Value
Solana (SOL)		1,157	$	169,339	$	244,271
Total digital assets, at fair value		1,157	$	169,339	$	244,271

Locked SOL

A portion of our digital assets at fair value includes locked SOL, which we purchase below the spot rate, and cannot be withdrawn from the custodial accounts in which it is held for a predetermined period. Locked SOL may be staked to earn rewards while subject to vesting restrictions.

The table below details the future release of our locked SOL, in notional amounts, which also includes collateral related to digital asset financing arrangement term loans of 607.5 thousand tokens:


(in thousands)	September 30, 2025
Remaining 2025		169
2026		675
2027		600
2028		32

The table below shows a reconciliation of activity of our digital assets, at fair value. We did not hold any digital assets, at fair value as of December 31, 2024:



(in thousands)	September 30, 2025
Beginning balance	$	—
Purchases of Solana		212,434
Additions from validator, staking rewards and other		4,850
Additions from convertible notes		31,962
Additions from digital asset term loans		41,575
Additions from collateralized financing arrangements		48,058
Dispositions from digital asset financing arrangement repayments		(33,273	)
Dispositions from collateral for digital asset financing arrangements		(117,788	)
Dispositions from conversion of Solana to other digital assets		(18,551	)
Gains from changes in fair value of digital assets(a)		61,280
Realized gain from conversion of Solana(a)		13,724
Ending balance	$	244,271
(a) These amounts are included within (Gain) loss from changes in fair value of digital assets as stated on our Condensed Consolidated Statements of Operations.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

DIGITAL ASSETS, AT CARRYING VALUE

The tables below summarize our digital assets, at carrying value with the respective gross and net carrying amounts, as well as fair value based on Level 2 inputs that use unadjusted quoted prices from active markets. We did not hold any digital assets, at carrying value as of December 31, 2024:


	September 30, 2025
(in thousands)	Gross Carrying Amount		Accumulated Impairments			Net Carrying Amount		Fair Value
DFDV Staked SOL (dfdvSOL)	$	57,195	$	(895	)	$	56,300	$	56,300
Other(a)		900		—			900		900
Total digital assets, at carrying value	$	58,095	$	(895	)	$	57,200	$	57,200
(a) No other digital asset accounted for 10% or more of the total balance.

NOTE 6—ACQUISITIONS AND DISPOSITIONS

DISPOSITION

On September 16, 2025, our real estate segment entered into an Asset Purchase Agreement to dispose of JPro, a technology and software as a service business, to JPro Labs, LLC ("JPro Labs"), whose sole member is Blake Janover, our Chief Commercial Officer and a member of our Board of Directors. As part of the transaction, we paid cash consideration of $1.4 million to JPro Labs to assume the assets and liabilities of JPro. The real estate segment recorded a loss on the disposition of $2.0 million for the three and nine months ended September 30, 2025. The JPro disposition did not meet the criteria to be reported as discontinued operations in the condensed consolidated financial statements as our decision to divest the related assets and liabilities did not represent a strategic shift that will have a major effect on our operations and financial results.

ASSET ACQUISITION

Solsync Solutions Partnership

On May 1, 2025, under the terms of the Asset Purchase Agreement, we acquired two validator nodes from Solsync Solutions Partnership, a SOL validator business owned by Parker White, our Chief Operating Officer and Chief Investment Officer, a related party, for a total consideration, including transaction-related costs, of $3.6 million, consisting of $0.6 million in cash and $3.0 million, or 604,884 shares, in restricted common stock. This transaction was accounted for as an asset acquisition with the total consideration allocated to the validators based on the cost accumulation and allocation method. See Note 8—Goodwill and Intangible Assets and Note 15—Fair Value Measurements for further discussion.

NOTE 7—PROPERTY AND EQUIPMENT, NET

The following table shows the components of property and equipment, net:


(in thousands)	September 30, 2025		December 31, 2024
Computer and hardware	$	—	$	38
Furniture and fixtures		—		11
Gross property and equipment		—		49
Less: accumulated depreciation		—		(8	)
Property and equipment, net	$	—	$	41

During the second quarter 2025, we reviewed our property and equipment for impairment and determined that the fair values were lower than the carrying value and recorded charges of $50.5 thousand within depreciation and amortization expense.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 8—GOODWILL AND INTANGIBLE ASSETS

GOODWILL

The table below shows the changes in the carrying value of goodwill:


(in thousands)
Balance, December 31, 2024	$	607
Acquired goodwill		—
Accumulated impairments		—
Balance, September 30, 2025	$	607

INTANGIBLE ASSETS, NET

The following table shows the components of intangible assets, net for the periods presented:


		September 30, 2025(a)							December 31, 2024
(in thousands)	Useful Lives	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived:
Validators	3 years	$	3,645	$	(506	)	$	3,139	$	—	$	—		$	—
Developed technology	3 years		576		(360	)		216		576		(216	)		360
Customer database	3 years		3		(1	)		2		3		(1	)		2

Indefinite-lived:
Domain name			16		—			16		16		—			16
Total intangibles, net		$	4,240	$	(867	)	$	3,373	$	595	$	(217	)	$	378
(a) On May 1, 2025 we recorded intangible assets as a result of an asset acquisition, which consisted of validators. See Note 6-Acquisitions and Dispositions for further discussion.

The following table shows the estimated amortization expense related to the net carrying amount of finite-lived intangible assets:


Remaining 2025	$	352
2026	$	1,383
2027	$	1,215
2028	$	407
2029 and thereafter	$	—



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9—DEBT

The table below summarizes our debt outstanding:



(in thousands)	Contractual Interest Rate	September 30, 2025			December 31, 2024
Short-term debt:
Loan payable	7.1%	$	267		$	—
Total short-term debt		$	267		$	—

Long-term debt:
April 2030 convertible notes	2.5%	$	17,847		$	—
July 2030 convertible notes	5.5%		122,500			—
Less: unamortized discount			(8,903	)		—
Total long-term debt, net of unamortized discount		$	131,444		$	—

Total debt		$	131,711		$	—

SHORT-TERM DEBT

In April 2025, we entered into a Director and Officer insurance policy for $666.3 thousand, where we borrowed a total of $516.5 thousand. The financed insurance premiums are payable over ten months and have a contractual annual interest rate of 7.1% which is calculated using a 365-day calendar year. Through the third quarter 2025, we paid a total of $266.5 thousand related to the insurance policy borrowings.

LONG-TERM DEBT

July 2030 Convertible Notes

On July 7, 2025, we issued $112.5 million in aggregate principal amount, in a private offering, of 5.5% convertible senior notes due 2030 ("2030 Notes"). The 2030 Notes bear interest at an annual rate of 5.5% which is calculated based on a 360-day year, payable semiannually in arrears. The 2030 Notes mature on July 1, 2030, unless we redeem or the notes are converted according to the terms of the agreement. In connection with the issuance of the 2030 Notes, we entered into an indenture with U.S. Bank Trust Company, National Association, as trustee. We received $108.1 million in net proceeds, of which approximately $75.6 million was used to repurchase shares of the Company's common stock in the form of a prepaid forward stock purchase transaction with the remaining used for general corporate purposes, including the acquisition of SOL.

We determined that the prepaid forward stock purchase is an equity contract on our common shares requiring physical settlement in common shares of the Company. As such, we recorded the prepaid forward stock purchase as a reduction to Additional paid-in capital.

On July 9, 2025, the initial purchasers of the private offering exercised the right to purchase additional 2030 Notes, as granted under the terms of the private offering, resulting in an additional issuance of $10.0 million in aggregate principal amount of the 2030 Notes. We received $9.7 million in net proceeds which was used for general corporate purposes, including the acquisition of SOL.

Prior to January 1, 2030, the 2030 Notes are convertible only upon the occurrence of certain events. On or after January 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2030 Notes, holders may convert the 2030 Notes at any time. The previously mentioned notes are convertible into cash, shares of the common stock or a combination of cash and shares of the common stock, at our election, subject to certain restrictions. The initial conversion rate of the 2030 Notes is 43.2694 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $23.11 per share of common stock). The conversion rate is subject to customary anti-dilution adjustments. In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, we will increase the conversion rate for a holder who elects to convert its notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in the indenture.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Prior to July 5, 2026, we may not redeem the 2030 Notes. We may redeem for cash all or any portion of the notes, at our option, on or after July 5, 2026 if the last reported sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will be equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

If the Company undergoes a “fundamental change,” as defined in the indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2030 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding 2030 Notes may declare 100% of the principal of and accrued and unpaid interest, if any, on all the outstanding notes to be due and payable.

We evaluated the embedded conversion features of the 2030 Notes under ASC 815 and concluded that the embedded conversion features qualify for the derivatives scope exception in ASC 815. As such, the embedded conversion options do not require bifurcation from the host instrument. Additionally, we evaluated whether the redemption features of the 2030 Notes were considered embedded derivatives under ASC 815 that should be bifurcated and accounted for separately. We determined the redemption features are clearly and closely related to the debt host contract and do not require bifurcation under ASC 815.

April 2030 Convertible Notes

On April 4, 2025, we entered into several Securities Purchase Agreements (the “Notes Agreement”) with a syndicate of investors (the "Investors"), in which we agreed to, among other things, issue Convertible Notes (the "Notes") totaling approximately $42.0 million in aggregate principal due April 6, 2030 ("Maturity Date"). The Notes have an interest rate of 2.5% per year, accrued daily and payable quarterly in arrears on March 31, June 30, September 30 and December 31 each year. The Notes are convertible at any time prior to and or on the Maturity Date, conditioned that the Company’s market capitalization equals or exceeds $100 million on the day prior to the conversion date (“Market Capitalization Condition”). In connection with the issuance of the Notes, we issued two series of detachable stock warrants for each $1,000 in principal amount of the Notes to purchase approximately 58.34 shares of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock at an exercise price of $21.43 per share in the second series.

We determined that the warrants issued in connection with the Notes are freestanding equity-linked instruments and have allocated the proceeds to the relative fair values of the Notes and warrants. The fair values were derived using the Monte Carlo simulation and the Black-Scholes Option model which determined that the Notes had a fair value of $34.1 million and the warrants $7.9 million, resulting in a discount on the Notes. The discount will be amortized as interest expense over the contractual term of the Notes using the effective interest method. In addition, the fair value of the warrants was recorded in Additional paid-in capital, as stated on our Condensed Consolidated Balance Sheets. See Note 11—Stockholders' Equity and Note 15—Fair Value Measurements for further discussion.

In the second quarter 2025, the Company triggered the market capitalization condition, and the conversion price was set at $9.74, which resulted in a $3.8 million discount on the Notes. The conversion price will not be adjusted, except for customary anti-dilution and dividend protection. Conversion of the Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of common stock or any other form mutually agreed upon. As a result of meeting the market capitalization condition, the share impact from the Notes that have not yet been converted are included in the calculation for diluted earnings per share. See Note 3—Net Income (Loss) per Share for further discussion. Through the third quarter 2025, approximately $24.1 million of the Notes were converted to common stock, resulting in a reduction of $6.4 million of the unamortized discount on the Notes associated with the conversion.

Holders of the Notes have the right to require us to repurchase the Notes at a price equal to 100% of par plus accrued and unpaid interest, if any, on April 6, 2028. In addition, the Company may redeem the notes on or after April 6, 2028, if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days during a period of 30 consecutive trading days at a price equal to 100% of par plus accrued and unpaid interest, if any.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Notes provide that the holder may not convert any portion of such holder's Notes to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of common stock immediately after conversion, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion. The Notes contain certain other customary covenants and customary events of default provisions.

The table below shows the future payments associated with our long-term debt as of September 30, 2025:


(in thousands)
Remaining 2025	$	—
2026 and thereafter	$	140,347

On October 8, 2025 our Board of Directors declared a special warrant dividend. In lieu of an adjustment to the conversion rate, holders of the previously mentioned notes as of the record date of October 23, 2025, received, at the same time and on the same terms as holders of our common stock, warrants, without having to convert such holder’s notes, as if the holder held a number of shares of our common stock, equal to the product of the conversion rate applicable to the notes in effect on the record date and the aggregate principal amount (expressed in thousands) of the notes held by such holder on the record date. The warrants have an exercise price of $22.50 per share and expire on January 21, 2028, subject to acceleration upon the occurrence of certain conditions.

NOTE 10—DERIVATIVES

The table below presents our derivative assets and liabilities as shown on our Condensed Consolidated Balance Sheets. We did not have derivative instruments as of December 31, 2024:


(in thousands)		September 30, 2025
	Classification	Assets		Liabilities
Derivatives not designated as hedges:
Digital assets pledged as collateral	Digital assets pledged as collateral	$	152,248	$	—
Digital asset financing arrangements	Digital asset financing arrangements		—		70,331
Total		$	152,248	$	70,331

The table below presents the effect of derivative instruments, included within Gain (loss) on derivative instruments as stated on our Condensed Consolidated Statements of Operations:


	Three Months Ended			Nine Months Ended
(in thousands)	September 30, 2025			September 30, 2025
Digital assets pledged as collateral	$	8,452		$	8,452
Option contracts		1			1
Digital asset financing arrangements		(3,814	)		(3,814	)
Total	$	4,639		$	4,639

DIGITAL ASSET FINANCING ARRANGEMENTS

We evaluated and accounted for digital asset financing arrangements as hybrid instruments, with a liability host contract that contains an embedded derivative, based on changes in fair value of the borrowed digital assets under ASC 815. These instruments are recorded as liabilities within Digital asset financing arrangements as stated on our Condensed Consolidated Balance Sheets with changes in fair value recognized in Gain (loss) on derivative instruments as stated on our Condensed Consolidated Statements of Operations.

Term Loans

On July 25, 2025, we entered into a master loan agreement under which we may borrow digital assets or cash. Each loan is documented in a separate loan request which sets forth the specific terms, including principal amount, fees, collateral requirements, and the date on



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

which the loan is to commence and mature. The terms of the master loan agreement last one year and automatically renew for successive one year terms annually, unless terminated by either party.

During the third quarter 2025, we entered into several loan requests under the master loan agreement, where we borrowed 215 thousand SOL or $41.6 million (using exchange rates as of the date the SOL was borrowed). We primarily used the proceeds from the loan requests for SOL trading activities. The previously mentioned loan requests have four month maturities with annual contractual borrowing fees ranging from 12.5% to 13.0%, which is calculated daily based on 360-days and payable on the loan maturity date. Under the terms of the loan request, we are required to post collateral in the form of the digital asset borrowed or cash, which is calculated as a percentage of the total loan value, ranging from 250% to 300%. The lender obtains control of the collateral and has the ability to use the collateral at their sole discretion but is obligated to return the collateral assets to us upon repayment of the loan. We de-recognize the SOL provided as collateral and record an asset on our Condensed Consolidated Balance Sheets. In the event we repay the loan prior to the maturity date, we shall pay the lender a fee equal to 20% of the borrowing fee that would have accrued from the date of the repayment until the maturity date of the loan. SOL that we borrow is included in Digital assets, at fair value as stated on our Condensed Consolidated Balance Sheets.

As of September 30, 2025 all of our digital asset term loans were outstanding and we had $126.8 million of posted collateral which is recorded within Digital assets pledged as collateral as stated on our Condensed Consolidated Balance Sheets.

Collateralized Financing Arrangements

We enter into digital asset financing arrangements to increase our SOL holdings. In these arrangements we are required to provide collateral in order to borrow digital assets. These borrowings do not have a specified maturity date and are repayable at our option at any time. The interest rate on these borrowings is variable and is based on the borrow demand for each digital asset pool. Interest is calculated daily and payable on the date repayment is made. Through the third quarter 2025, we received proceeds of $62.6 million (using exchange rates as of the date the digital assets were borrowed) and repaid a total of $37.6 million (using exchange rates as of the date the digital assets were repaid). We used the proceeds from these collateralized financing arrangements for SOL trading activities.

As of September 30, 2025, we had $25.4 million of posted collateral relating to our collateralized financing arrangements which is recorded within Digital assets pledged as collateral as stated on our Condensed Consolidated Balance Sheets.

OPTION CONTRACTS

From time to time we enter into option contract agreements, where we buy or sell the right, but not the obligation, to buy or sell a quantity of digital assets for a preset price on a future date, at our option or that of the holder. In exchange for writing option contract agreements we receive a premium payment from the holder on the contract date. Conversely, we pay a premium for options contract agreements we purchase. If the option is exercised before the expiration date we will recognize a gain or loss equal to the difference between the fair value on the settlement date and the strike price.

We consider option contracts freestanding derivatives under ASC 815 which requires us to recognize option contracts, including option premiums, at fair value, net of any collateral posted when a legal right of offset exists, and subsequently record and measure the agreements on the balance sheet at fair value each reporting period with changes in fair value recognized within Gain (loss) on derivative instruments as stated on our Condensed Consolidated Statements of Operations.

During the third quarter 2025, we entered into several option contracts totaling a notional amount of $31.2 million (using exchange rates as of the date the option contract was entered) and received $149.8 thousand in premiums. We recognize premiums within Other income (expense) as stated on our Condensed Consolidated Statements of Operations.

As of September 30, 2025 there were no outstanding option contracts.



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DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 11—STOCKHOLDERS’ EQUITY

We have two classes of stock, preferred stock and common stock. We are authorized to issue 110.0 million total shares of stock, of which 10.0 million shares are designated as preferred shares and 100.0 million are designated as common shares. Preferred stock consists of 100,000 shares of Series A. Our preferred stock and common stock have a par value of $0.00001 per share.

PREFERRED STOCK

Our preferred stock may be issued in one or more series, with rights and privileges as approved by our Board of Directors. To date we have one series of preferred stock, consisting of Series A.

In the event of a voluntary or involuntary liquidation event, dissolution or winding up of the Company, each series of preferred shareholder will receive preference in the Company assets or proceeds available for distribution in an amount equal to the initial stated value which equals par value, of the Company's preferred stock.

Series A Preferred Stock

Each share of Series A Preferred Stock is entitled to 10,000 votes per share when voting on matters with the Company’s common shareholders.

Series B Preferred Stock

All of our issued and outstanding Series B preferred stock were converted to common stock as a result of our initial public offering in July 2023. As of September 30, 2025, there are no shares issued and outstanding.

COMMON STOCK

Common stock is entitled to receive one vote per share and does not have cumulative voting rights. Common stockholders are also entitled to receive dividends, if and when it is declared by our Board of Directors. On October 8, 2025, our Board of Directors declared a special warrant dividend on our common stock to record holders as of October 23, 2025. The expiration date of the warrants is January 21, 2028, subject to acceleration upon the occurrence of certain conditions, and warrants have an exercise price of $22.50 per share. See Note 19—Subsequent Events for further discussion.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, common shareholders will receive the remainder of the company assets available for distribution only after preferred shareholders based on a pro rata basis on the number of shares of common stock held by each holder.

COMMON STOCK WARRANTS

Convertible Note Warrants

Contemporaneously with the Notes Agreement, we issued two series of warrants for each $1,000 in principal amount of convertible notes that provided Investors the right to purchase approximately 58.34 shares (2.4 million shares in total) of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock (2.0 million shares in total) at an exercise price of $21.43 per share in the second series. The warrants were exercisable immediately upon issuance and have a term of five years from the date of issuance. As of September 30, 2025, all warrants issued in connection with these convertible notes remained unexercised and outstanding. See Note 9—Debt for further discussion.

Pre-Funded Warrants

On August 24, 2025, we entered into Subscription Agreements with certain institutional and accredited investors (“Investors”) pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Subscription Agreements, has agreed to sell in a private placement to the Investors an aggregate of 4,187,953 shares of our common stock and pre-funded warrants to acquire up to 5,812,089 shares of common stock at an exercise price of $0.0001 per share. The purchase price for one share of common stock was $12.50 and the purchase price for one pre-funded warrant was $12.4999 per share. We received proceeds of $124.8 million for the shares and the pre-funded warrants, which consisted of $92.5 million in cash and $31.6 million in locked SOL. As of September 30, 2025, 1.7 million warrants were exercised and 4.1 million were outstanding.

On May 1, 2025, we entered into a Securities Purchase Agreement ("PIPE Agreement") with a syndicate of investors ("the PIPE Investors"), where we agreed to, among other things, enter into a related Registration Rights Agreement ("RRA") in connection with



		23

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

the issuance and sale, in a private placement, of the following securities to the PIPE Investors for gross proceeds of approximately $24.0 million: 2,210,866 shares of our common stock and pre-funded warrants to purchase up to 1,453,753 of our common stock at an exercise price of approximately $0.0014 per share. The purchase price for one share of common stock or pre-funded warrant was approximately $6.57. The pre-funded warrants became exercisable 21 days after we filed the Definitive Information Statement on Schedule 14C on June 2, 2025 regarding stockholder approval of the issuance of shares subject to pre-funded warrants in accordance with Nasdaq listing requirements. The exercise price and number of pre-funded warrant shares issuable upon exercise of the pre-funded warrant are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants may be exercised, in whole or in part, at any time by means of a “cashless exercise". Through the third quarter 2025, 1.5 million warrants were exercised and none were outstanding.

On October 8, 2025, our Board of Directors declared a special warrant dividend. Holders of the pre-funded warrants as of the record date of October 23, 2025, received, at the same time and on the same terms as holders of our common stock, warrants, without having to convert such holder’s pre-funded warrants, one warrant for each ten shares of common stock underlying their pre-funded warrants. The warrants have an exercise price of $22.50 per share and expire on January 21, 2028, subject to acceleration upon the occurrence of certain conditions.

Underwriter Warrants

In connection with our initial public offering, we granted an aggregate of 8,830 warrants to purchase common stock to the underwriters at an exercise price of $35.20, which was equal to 110% of the offering price. The warrants were exercisable from January 25, 2024 until July 24, 2028. These warrants have all been exercised as of September 30, 2025.

EQUITY LINE OF CREDIT

On June 11, 2025, we entered into an Equity Line of Credit Agreement ("ELOC") with RK Capital ("RK"), under which RK has agreed to purchase, from time to time, up to an aggregate of $1.0 billion ("Initial Commitment") of our common stock over the term of the agreement. Subject to certain conditions the Initial Commitment may be increased to $5.0 billion. The Company filed with the SEC a registration statement to register for resale under the Securities Act on June 16, 2025, so the registered shares may be issued to RK. In connection with the ELOC, we agreed to pay a commitment fee of $12.5 million, over a twelve month period, in the form of common stock. The Company started to issue shares under the ELOC on July 8, 2025, once the registration statement was deemed effective. As of September 30, 2025, we issued 2.9 million of common stock for approximately $58.2 million in net proceeds related to the ELOC and issued 192.2 thousand shares for the commitment fee. See Note 19—Subsequent Events for discussion on activity that occurred after the balance sheet date under the ELOC.

REGISTRATION STATEMENT AND AT-MARKET-OFFERING

Through the third quarter 2025, we issued approximately 1.4 million shares of common stock for $12.4 million, under a registration statement and an at-market-offering agreement from August 2024.

NOTE 12—SHARE-BASED COMPENSATION

We maintain two share-based compensation plans, which combined authorize us to grant up to 3.5 million shares under which incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards may be granted to employees, directors or consultants. Shares under the plan may either be unissued shares or reacquired shares. Options to purchase shares of common stock have exercise prices equal to the fair market value of the shares as of the grant date and are exercisable in installments over the respective vesting period as agreed to under the terms of the Options Agreement, typically between one to four years from the grant date. Share-based awards will be considered vested when the respective time vesting or performance criteria is met. Options have a maximum ten year term under both plans. All options will become vested prior to a change of control event as described under the terms of the plans. The 2023 Equity Incentive Plan contains an automatic share reserve increase clause which annually provides additional shares available to be issued under the plan.

In April 2025, previously granted options were fully vested as a result of the Company's change of control, see Note 1—Overview and Significant Accounting Policies for further discussion.

On April 9, 2025, the Board of Directors approved to increase the 2023 Plan to 3.5 million shares, which was subsequently approved by our shareholders.



		24

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

SHARE-BASED COMPENSATION EXPENSE

The table below shows the total pre-tax share-based compensation expenses recorded for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
Sales and marketing	$	—	$	2	$	34	$	9
Research and development		—		3		39		9
General and administrative		331		45		1,264		245
Total	$	331	$	50	$	1,337	$	263

STOCK OPTIONS

The table below shows activity related to stock options:


	Options			Weighted Average Exercise Price
Outstanding as of December 31, 2024		447,990		$	2.59
Granted		1,455,927			5.11
Exercised		(384,501	)		1.88
Forfeited		(35,425	)		3.21
Outstanding as of September 30, 2025		1,483,991		$	5.24
Exercisable September 30, 2025		330,038		$	2.85

As of September 30, 2025, unrecognized pretax compensation of $2.9 million related to stock options will be recognized over a weighted average period of approximately 3.6 years.

RESTRICTED STOCK UNITS

The table below shows the activity for our restricted stock:


	Units			Weighted Average Fair Value
Nonvested as of December 31, 2024		196,602		$	0.79
Granted		314,875			8.89
Vested		(269,102	)		2.08
Nonvested as of September 30, 2025		242,375		$	10.27

As of September 30, 2025, unrecognized pretax compensation of $2.3 million related to restricted stock units will be recognized over a weighted average period of approximately 3.6 years.



		25

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 13—INVESTMENTS

The table below shows the components of our investments:



(in thousands)	September 30, 2025		December 31, 2024
Equity method securities	$	1,377	$	—
Marketable securities		—		340
Total	$	1,377	$	340

Our investments include marketable equity securities and investments which are accounted for under the equity method in accordance with Accounting Standards Codification, Topic 321, Investments—Equity Securities ("ASC 321") and Accounting Standards Codification, Topic 323, Investments—Equity Method and Joint Ventures ("ASC 323").

EQUITY METHOD SECURITIES

Investments in which we have the ability to exercise significant influence over operating and financial policies of an investee while holding less than 50% of the investee's common stock are accounted for under ASC 323. These investments, under ASC 323, are initially recorded at cost and are subsequently remeasured to recognize our share of their earnings, dividends and distributions received, contributions made, as well as any impairments from other-than-temporary declines in fair value where the carrying value exceeds the fair value of the investment. Gains or losses resulting from the sale of an equity method investment are recorded within Other income (expense), net as stated on our Condensed Consolidated Statements of Operations. Cash distributions that we receive from equity investments are considered a return on capital and are shown in operating activities on our Condensed Consolidated Statements of Cash Flows. Conversely, distributions received in excess of the accumulated earnings of the investee are shown in investing activities on our Condensed Consolidated Statements of Cash Flows, as those are considered a return of capital.

On August 27, 2025, we entered into a subscription agreement with Cykel AI where we agreed to purchase 10.4 million of prepaid warrants for £1.25 million, or $1.7 million (using exchange rates as of the agreement date). Under the terms of the subscription agreement, we will be granted an additional 10.4 million of cash warrants exercisable at a 10% premium to the price per share stated in the Second Capital Raise per cash warrant. As of September 30, 2025 the Second Capital Raise has not occurred. Additionally, we have the right to appoint two board members to the Company and an additional board member once the Second Capital Raise closes. For the three and nine months ended September 30, 2025 we recognized a $302.4 thousand loss resulting from of our share of earnings in the investee, which was recorded in Other income (expense) as stated on our Condensed Consolidated Statements of Operations.

MARKETABLE EQUITY SECURITIES

Our marketable securities are comprised of publicly traded stock. We account for these marketable securities in accordance with Accounting Standards Codification Topic 321, Investments—Equity Securities ("ASC 321"). Under ASC 321, we initially record these marketable securities at cost on our Condensed Consolidated Balance Sheets and then subsequently remeasure at fair value at each balance sheet date. We determine the fair value in accordance with ASC 820 based on Level 1 inputs that use unadjusted quoted market prices from active markets. Changes from remeasurement are recorded within Other income (expense), net as stated on our Condensed Consolidated Statements of Operations.

In August 2024, we entered into a contract with one of our customers where we received common shares of the customer in exchange for our services. We initially recorded the common shares at the fair value of the contracted services and have subsequently remeasured to fair value as of each balance sheet date.

As of September 30, 2025, all of our marketable securities were part of the JPro disposition, see Note 6—Acquisitions and Dispositions for further discussion. For the three and nine months ended September 30, 2025, we realized a gain of $176.7 thousand and $431.9 thousand related to our marketable securities, respectively. For the three and nine months ended September 30, 2024, we recognized a loss of $52.3 thousand, respectively.



		26

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 14—INCOME TAXES

EFFECTIVE TAX RATE

Our effective tax rate for the three and nine months ended September 30, 2025 was 24.25% and 21.31%, respectively, compared to an effective tax rate of 0.0% for the three and nine months ended September 30, 2024. Our effective tax rate was consistent with the U.S. federal statutory rate of 21%.

The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Consistent with this approach, the Company is using the estimated annual effective tax rate (the "AETR") method to calculate taxes for the period ending September 30, 2025, and discretely recognizing specific events referred to as "discrete items" as they occur.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Management reviewed our valuation allowances during the second quarter 2025 and determined to release all prior valuation allowances established.

TAX LEGISLATION

On July 4, 2025, the new U.S. tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. We are currently evaluating the impact of the new legislation but we do not expect it to have a material impact on the results of operations.

NOTE 15—FAIR VALUE MEASUREMENTS

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:



	September 30, 2025
			Fair Value
(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total
Assets:
Digital assets, at fair value	$	244,271	$	9,870	$	234,401	$	-	$	244,271
Digital assets pledged as collateral		152,248		126,773		25,475		-		152,248
Total assets	$	396,519	$	136,643	$	259,876	$	-	$	396,519

Liabilities:
Digital asset financing arrangements	$	70,331	$	70,331	$	-	$	-	$	70,331
Contingent consideration		115		-		-		115		115
Total liabilities	$	70,446	$	70,331	$	-	$	115	$	70,446



		27

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



	December 31, 2024
			Fair Value
(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	340	$	340	$	—	$	—	$	340
Total	$	340	$	340	$	—	$	—	$	340

Liabilities:
Contingent consideration	$	179	$	—	$	—	$	179	$	179
Total	$	179	$	—	$	—	$	179	$	179

Digital assets, at fair value

The fair value of our liquid SOL was determined by Level 1 inputs which use unadjusted quoted prices from active markets, pricing information was obtained from CoinGecko™. The fair value of our locked SOL was determined using Level 2 inputs, which incorporate observable market transactions executed by public companies comparable to our Digital Asset Treasury segment and those transactions entered into by us.

Digital assets pledged as collateral

The fair value of our digital assets pledged as collateral was determined by Level 1 inputs which use unadjusted quoted prices from active markets, pricing information was obtained from CoinGecko™. We use Level 2 inputs for digital assets pledged as collateral related to our collateralized financing arrangements which utilize quoted prices for identical tokens in markets that are not active, pricing information was obtained from CoinGecko™.

Digital asset financing arrangements

The fair value of our digital asset financing arrangements were determined using Level 1 inputs for term loans denominated in digital assets, which use unadjusted quoted prices from active markets, pricing information was obtained from CoinGecko™.

Contingent Consideration

The fair value of the contingent consideration related to the 2023 Groundbreaker acquisition was determined based on Level 3 inputs using an industry revenue growth rate of 1%, revenue volatility of 148% and a discount rate of 13.9% over the three year term. Significant increases or decreases in any of these inputs may significantly fluctuate the fair value. Changes in the fair value of our contingent consideration is reflected in our results of operations in the period in which they are known. For the nine months ended September 30, 2025, we recorded $64.3 thousand in fair values changes due to lower adjusted revenue targets based on revised forecasts and historical results.


	September 30, 2025			December 31, 2024
Beginning balance	$	179		$	179
Fair value adjustments		(64	)		-
Ending balance	$	115		$	179



		28

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

In addition to assets and liabilities that are recorded at fair value on a recurring basis, under the ASC 820 framework, we are also required to record assets and liabilities at fair value on a nonrecurring basis for items such as acquisitions, impairment testing on property and equipment and intangible assets.

Property and Equipment

During the second quarter 2025, we determined that our property and equipment was impaired and recognized a charge of $50.5 thousand. See Note 7—Property and Equipment, net, for further discussion.

OTHER FINANCIAL INSTRUMENTS

The carrying value of our cash and cash equivalents, accounts receivable and accounts payable approximates fair value as of September 30, 2025 and December 31, 2024, respectively, due to the short-term nature of these instruments.

NOTE 16—COMMITMENTS AND CONTINGENCIES

LITIGATION AND REGULATORY

We may become subject to legal proceedings, regulatory investigations and claims that arise in the ordinary course of business. If this occurs we will review each proceeding, investigation and claim on a case by case basis and determine the probability of losses after considering, among other things, opinions and views of legal counsel and outcomes of similar cases and circumstances, there is significant judgment in making these estimates and actual results may differ significantly from these estimates.

COMMITMENTS

Lease Commitments

In February 2022, the Company entered into a lease agreement for office space in Boca Raton, Florida. The lease, as amended, commenced on April 1, 2022, and expires on March 1, 2026, with monthly base rent ranging from approximately $4.0 thousand to $5.0 thousand. The lease required a deposit of approximately $7.0 thousand, which is included in other assets in the Condensed Consolidated Balance Sheets. Upon lease commencement, the Company recognized a right of use asset and liability of approximately $143.0 thousand using a discount rate of 6.0%. As of September 30, 2025 we did not have any lease commitments as the lease was assigned to JPro as part of the disposition, see Note 6—Acquisitions and Dispositions for further discussion.

Lease expense was approximately $21.5 thousand and $23.6 thousand for the three months ended September 30, 2025 and 2024, and $65.7 thousand and $69.8 thousand for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 17—OFF BALANCE SHEET TRANSACTIONS

As of September 30, 2025, customers delegated 572.6 thousand SOL tokens or $119.5 million (using exchange rates as of the balance sheet date) to our validators. These amounts are not presented on our Condensed Consolidated Balance Sheets as we do not control the staked SOL.

NOTE 18—RELATED PARTY TRANSACTIONS

On September 16, 2025, our real estate segment entered into an Asset Purchase Agreement to dispose of Janover Pro ("JPro"), a technology and software as a service business, to JPro Labs, LLC ("JPro Labs"), whose sole member is Blake Janover, our Chief Commercial Officer and a member of our Board of Directors. See Note 6—Acquisitions and Dispositions for further discussion.

As previously disclosed in Note 6—Acquisitions and Dispositions, we entered into an Asset Purchase Agreement with Solsync Solutions Partnership, owned by our Chief Operating Officer, where we acquired two validator nodes for total consideration, including transaction-related costs, of $3.6 million.



		29

DEFI DEVELOPMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 19—SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred after the balance date through November 19, 2025, the date the condensed consolidated financial statements were available to be issued, we concluded the following events required disclosure to the Notes to the Condensed Consolidated Financial Statements.

BOARD OF DIRECTORS

On October 21, 2025, our Board of Directors elected Thomas Perfumo as a director of the Company, to fill a vacancy on the Board created by the departure of Marco Santori in September. Mr. Perfumo was appointed to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. The Board approved a grant of 7,000 restricted stock units to Mr. Perfumo, which will vest quarterly over the next year.

WARRANT DIVIDEND

On October 27, 2025, we issued 3.9 million of warrant dividends on our common stock which have an exercise price of $22.50 per share.

INVESTMENT

On September 19, 2025, we entered into a Securities Purchase Agreement with Flora Growth Corp. in which we agreed to, among other things, purchase convertible notes for 93.3 thousand SOL, or $23.1 million (using the exchange rate as of the agreement date) due September 2030, contingent upon certain closing conditions as described in the agreement. The convertible notes have an interest rate of 8.0% per year, accrued daily and payable in SOL on a quarterly basis, in arrears, on March 31, June 30, September 30 and December 31 each year. On October 24, 2025, the closing conditions were met.

ELOC

We issued 189.4 thousand shares representing two months of commitment fee payments.

CONVERTIBLE NOTES AND PRE-FUNDED WARRANTS

We issued 654.6 thousand shares of common stock upon the conversion of $6.4 million of convertible notes and 2.8 million shares of common stock related to pre-funded warrants exercises.

SOL PURCHASES

We made purchases of SOL totaling approximately $9.6 million from October 1, 2025 to November 18, 2025.



		30

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans, or intentions. These statements included but are not limited to discussions on our strategy, future operations, future revenue, projected costs, prospects, plans and objectives of management. These forward-looking statements can be identified by words such as "may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "might," "intend," "continue," "strategy," "future," "opportunity," "plan," "predict," "project," "target," "potential", "forecast," and other similar expressions. These forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results and financial condition to significantly differ from those expressed or implied in our forward-looking statements. We discuss such risks and uncertainties in this Quarterly Report on Form 10-Q below in Part II, Item 1A, Risk Factors and in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2024, as well as in our unaudited condensed consolidated financial statements, related notes, and the other information appearing in this report and our other filings with the Securities and Exchange Commission. We do not intend, and assume no obligation except as required by law, to update any of our forward-looking statements after the date of this report to reflect actual results, new information, or future events or circumstances. Readers are cautioned not to place undue reliance on such forward-looking statements and to read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the unaudited condensed consolidated financial statements and the related notes that appear in this report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.

THE COMPANY

We are 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 Solana ("SOL") holdings with third party platforms and from operating validator nodes on the Solana network.

RECENT SIGNIFICANT DEVELOPMENTS

The following are the more significant developments in our business during the nine months ended September 30, 2025:

•

On April 4, 2025, our previous Chief Executive Officer entered into a Stock Purchase Agreement with DeFi Dev LLC and 3277447 Nova Scotia Ltd where he sold approximately 51.0% of the Company's outstanding shares of common stock and all off the issued and outstanding Series A preferred stock for an aggregate purchase price of $4.0 million.

•

On April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” We also changed the ticker symbol for our common stock to “DFDV” on the Nasdaq Capital Market on May 5, 2025.

•

The Board of Directors approved and we adopted a new treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL.

•

On May 1, 2025 under the terms of the Asset Purchase Agreement, we acquired two validator nodes from Solsync Solutions Partnership, a SOL validator business owned by our current Chief Operating and Investment Officer for $3.5 million.

•

We received net proceeds of $378.5 million through various financing transactions and used the proceeds to purchase digital assets and for working capital purposes.

•

We received proceeds from digital asset financing arrangements of $104.1 million and repaid $37.6 million.



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SELECTED CONSOLIDATED OPERATING RESULTS


	Three Months Ended							Nine Months Ended
	September 30,							September 30,
(in thousands)	2025		2024			$ Change		2025		2024			$ Change
Revenue	$	4,625	$	619		$	4,006	$	6,898	$	1,471		$	5,427
Gain from changes in fair value of digital assets	$	74,368	$	—		$	74,368	$	95,561	$	—		$	95,561
Operating expenses	$	6,907	$	1,073		$	5,834	$	14,067	$	3,795		$	10,272
Operating income (loss)	$	72,086	$	(454	)	$	72,540	$	88,392	$	(2,324	)	$	90,716
Interest expense	$	2,933	$	—		$	2,933	$	3,709	$	—		$	3,709
Other income (expense)	$	169	$	(17	)	$	186	$	494	$	83		$	411
Income tax expense	$	17,935	$	—		$	17,935	$	19,136	$	—		$	19,136
Net income (loss)	$	56,026	$	(471	)	$	56,497	$	70,680	$	(2,241	)	$	72,921

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Consolidated Revenue

Our consolidated revenue increased for the three and nine months ended September 30, 2025 primarily due to digital asset revenue generated from our treasury strategy, which began in the second quarter 2025, and was driven by rewards from staking our digital asset holdings.

Consolidated Gain from changes in fair value of digital assets

Consolidated gain from changes in fair value of digital assets increased for the three and nine months ended September 30, 2025 primarily due to the appreciation of SOL against the U.S. Dollar and gains related to converting a portion of our SOL holdings into locked SOL and liquid staking tokens. The nine months ended September 30, 2025 was partially offset by impairment charges of $0.9 million related to certain liquid staking tokens.

Consolidated Operating Expenses

Our treasury segment accounted for the increase in consolidated operating expenses for the three and nine months ended September 30, 2025 primarily due to general and administrative expenses related to professional fees and employee costs and due to a loss on the disposition of Janover Pro.

Consolidated Income Tax Expense

Income tax expense for the three and nine months ended September 30, 2025 was primarily due to higher operating income driven by our treasury strategy and increased SaaS revenue from our real estate platform segment.

Consolidated Net Income (Loss)

Consolidated net income (loss) increased for the three and nine months ended September 30, 2025 primarily due to the previously mentioned gains related to changes in fair value of digital assets, which was partially offset by increases in operating expenses related to general and administrative expenses and income tax expense.

SEGMENT OPERATING RESULTS

Our segment operating results are presented based on how management evaluates operating performance and internally reports financial information. See Note 4—Segments for further discussion on our segments.

DIGITAL ASSET TREASURY

In April 2025, our Board of Directors adopted a new treasury policy, which updated our treasury management to include digital assets, starting with Solana’s native token, SOL. We believe acquiring and holding SOL long-term provides diversification of our treasury holdings and additional growth opportunities through operating validators and staking rewards. We believe that investing in the Solana network through its native token provides an opportunity for us to create value for our shareholders due to the continuous disruptive innovation the network offers to various industries. Currently, Solana is a category leader in decentralized finance, gaming and metaverse, decentralized physical infrastructure networks, asset tokenization, payment processing, and global value transfer.

Our digital asset treasury strategy is primarily funded through various financing transactions including, among others, issuing common



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stock, and to a lesser extent, cash on hand from our operations. Management continuously evaluates current market conditions of the overall cryptoeconomy, capital market conditions, and macroeconomic conditions to determine whether to enter into additional financing transactions. Management intends to focus on accumulating digital assets, focusing on SOL, and holding it long-term. We currently do not have a specific target for the amount or type of digital asset holdings we intend to acquire and hold, nor do we have specific plans to acquire a significant amount of any cryptocurrency other than SOL.

Our operating results and financial condition is and will continue to be impacted by price volatility in digital asset markets, which may cause significant fluctuations from period to period and may not be necessarily indicative of future performance. In addition, our revenue may vary due to changes in staking reward yields and Solana protocol defined reward structures, including the annual inflationary rate.


	Three Months Ended							Nine Months Ended
	September 30,							September 30,
(in thousands)	2025			2024		% Change		2025			2024		% Change
Revenue	$	3,794		$	—		—	$	5,000		$	—		—
Operating expenses:
Cost of revenues		81			—		—		101			—		—
Sales and marketing		222			—		—		303			—		—
Research and development		145			—		—		302			—		—
General and administrative		3,313			—		—		7,709			—		—
Depreciation and amortization		303			—		—		506			—		—
(Gain) loss from changes in fair value of digital assets		(74,368	)		—		—		(95,561	)		—		—
Total operating expenses		(70,304	)		—		—		(86,640	)		—		—
Segment operating income (loss)	$	74,098		$	—		—	$	91,640		$	—		—

Revenue

Revenue for the three and nine months ended September 30, 2025 was primarily driven from rewards earned on staking our digital asset holdings and to a lesser extent from operating our owned validators.

Operating Expenses

General and Administrative

General and administrative expenses for the three months ended September 30, 2025 was primarily driven by $1.7 million of professional fees and $1.0 million of employee-related costs. For the nine months ended September 30, 2025 general and administrative expenses were primarily driven by $3.0 million of employee-related costs and $2.9 million of professional fees.

(Gain) Loss from Changes in Fair Value of Digital Assets

(Gain) loss from changes in fair value of digital assets generated during the three months ended September 30, 2025 primarily reflects $61.2 million of gains due to the appreciation of SOL relative to the U.S. Dollar and $13.7 million of realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens, which were partially offset by $1.3 million of realized losses from our liquid staking tokens. For the nine months ended September 30, 2025 (gain) loss from changes in fair value of digital assets primarily reflects $72.1 million of gains due to the appreciation of SOL relative to the U.S. Dollar and $24.9 million of realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens, which were partially offset by $1.3 million of realized losses from our liquid staking tokens.

REAL ESTATE PLATFORM

We have developed an AI-enabled, business-to-business fintech platform that connects commercial borrowers and lenders, with a human touch. Commercial property owners, operators, and developers can quickly create an account on our platform, chat with our AI, set up their own profile and submit and manage loan requests on their dashboard in a digital experience. Our algorithms automatically match borrowers to their best loan option(s) or to our internal capital markets advisors (inbound sales team) that guide the borrower through the process and connect them with the right loan product and lender. Originators that work at commercial real estate mortgage lenders can log in and use their lender portal to view, sort, and engage with their new matches in real-time and communicate with the borrowers, tracking their loans right through our portal; they can setup the types of deals they are looking for as well. Our capital markets advisors have their own interface that gives them access to targeted loan opportunities, market intelligence, and data empowering them to better



		33

assist borrowers in managing their choices, leading to the best possible outcomes for both lenders and borrowers while building trust, all of which enhances our brand.

We currently serve hundreds of thousands of web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service providers, and thousands of multifamily and commercial property lenders including more than 10% of the banks in the United States, credit unions, REITs, debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more.

The real estate segment derives its revenue primarily from platform fees and subscription revenue. Platform fees include referral and advisory fees generated from multifamily and commercial real estate and small business debt transactions. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and the promised services have been transferred to the customer. Our services are generally transferred to the customer at a point in time, which is when the underlying lending transaction has closed and successfully funded. We may act as an agent for both lenders and borrowers.

Our data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”). We provide data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Capital Markets), insurance (Janover Insurance), equity (Janover Connect, Janover Engage), and technology (Janover AI).


	Three Months Ended									Nine Months Ended
	September 30,									September 30,
(in thousands)	2025			2024			% Change			2025			2024			% Change
Revenue	$	831		$	619			34.3	%	$	1,898		$	1,471			29.1	%
Operating expenses:
Cost of revenues		7			8			(9.3	)%		21			24			(12.5	%)
Sales and marketing		446			299			49.2	%		1,511			1,128			34.0	%
Research and development		124			151			(18.0	)%		449			479			(6.3	)%
General and administrative		259			564			(54.2	)%		1,084			1,991			(45.6	%)
Depreciation and amortization		49			51			(3.9	)%		187			173			8.1	%
Loss on disposition of Janover Pro		1,958			—		NM				1,958			—		NM
(Gain) loss from changes in fair value of contingent consideration		—			—			—			(64	)		—		NM
Total operating expenses		2,843			1,073			165.0	%		5,146			3,795			35.6	%
Segment operating income (loss)	$	(2,012	)	$	(454	)		(343.0	)%	$	(3,248	)	$	(2,324	)		(39.8	)%
NM-Amounts are not meaningful

Revenue

Real estate revenue increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to increased SaaS subscription revenue. SaaS subscription revenue for the quarter ended September 30, 2025 was approximately $509.7 thousand, compared to $133.5 thousand for the same period in the prior year, an increase of 281%. SaaS subscription revenue will decrease in future quarters after the sale of the JPro business unit, which represented the majority of the subscription revenue.

Operating Expenses

Sales and Marketing

Sales and marketing increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in marketing and sales commissions related to the growth of SaaS subscription revenue.

General and Administrative

General and administrative decreased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 due to a reduction in payroll related costs.



		34

Loss on Disposition

We incurred a $2.0 million loss for the three and nine months ended September 30, 2025, resulting from the disposition of the assets and liabilities of JPro. See Note 6—Acquisitions and Dispositions for further discussion.

LIQUIDITY AND CAPITAL RESOURCES


(in thousands)	September 30, 2025		December 31, 2024
Sources of liquidity:
Cash and cash equivalents	$	8,801	$	2,517
Investments	$	1,377	$	340
Accounts receivable (current and non-current)	$	52	$	237
ELOC availability	$	938,655	$	—

Obligations:
Lease liability	$	—	$	14
Loans payable	$	267	$	—
Digital asset financing arrangements	$	70,331	$	—
Long-term debt	$	131,444	$	—

As of September 30, 2025, our principal sources of liquidity were sales of our common stock under our ELOC, cash and cash equivalents and collections of our accounts receivable. Our ELOC provides the ability for us to sell, from time to time, up to an aggregate of $1.0 billion of our common stock. Our cash and cash equivalents consist of money market and demand deposit accounts at various financial institutions and digital asset platforms. We believe that these existing sources of liquidity are and will be sufficient in both the short and long term to meet our working capital requirements and future obligations.

We hold digital assets as part of our treasury strategy that may be converted to cash and used as a source of liquidity if necessary, however, we do not presently intend to liquidate our digital assets holdings to fund our capital requirements and obligations.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities:


	Nine Months Ended
	September 30,
(in thousands)	2025			2024
Net cash used in operating activities	$	(7,041	)	$	(2,239	)
Net cash used in investing activities	$	(236,311	)	$	(16	)
Net cash provided by (used in) financing activities	$	249,636		$	(53	)

Net cash used in operating activities for the nine months ended September 30, 2025 was $7.0 million primarily due to payments related to employee-related costs, professional fees and interest, which was partially offset by timing of our accounts payable and accrued expenses, deferred revenue and timing of collections on our accounts receivable.

Net cash used in investing activities for the nine months ended September 30, 2025 was $236.3 million due to the purchase of digital assets by our treasury segment and settlement of derivative instruments.

Net cash provided by financing activities was $249.6 million for the nine months ended September 30, 2025 as a result of proceeds received from the issuance of convertible notes and equity raises.

Future Obligations



		35

On April 4, 2025, we entered into several Securities Purchase Agreements with a syndicate of investors, in which we agreed to, among other things, issue Convertible Notes (the "Notes") totaling approximately $42.0 million in aggregate principal due April 6, 2030 ("Maturity Date"). The Notes have an interest rate of 2.5% per year, accrued daily and payable quarterly in arrears on March 31, June 30, September 30 and December 31 each year. The Notes are convertible at any time prior to and or on the Maturity Date, conditioned that the Company’s market capitalization equals or exceeds $100 million on the day prior to the conversion date (“Market Capitalization Condition”). See Note 9—Debt for further discussion.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results may differ significantly from these estimates and assumptions. Note 1—Overview and Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and the Notes to the Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K describe the significant accounting policies and methods used in the preparation of our condensed consolidated financial statements. There have been no material changes to the Company's critical accounting estimates since the 2024 Form 10-K.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risks, inflation risks and digital asset risk. Periodically, we maintain deposits in accredited financial institutions in excess of federally insured limits. We deposit our cash in financial institutions that we believe have high credit quality and have not experienced any losses on such accounts and do not believe we are exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

INTEREST RATE RISK

Our cash and cash equivalents primarily consist of money market and demand deposit accounts held at various financial institutions. Such interest-earning instruments carry a degree of interest rate risk, however, historical fluctuations in interest income have not been significant.

As of September 30, 2025 we had $140.3 million in fixed rate convertible notes maturing in 2030.

INFLATION RISK

Inflation generally affects us by increasing our cost of labor and research and development contract costs. We do not believe inflation has had a material effect on our results of operations during the periods presented.

DIGITAL ASSET MARKET RISK

Historically, digital asset markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currency markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our SOL at favorable prices or at all. Further, SOL we hold with our custodians and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered SOL or otherwise generate funds using our SOL holdings, including in particular during times of market instability or when the price of SOL has declined significantly. If we are unable to sell our SOL, enter into additional capital raising transactions using SOL as collateral, or otherwise generate funds using our SOL holdings, or if we are forced to sell our SOL at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

We are exposed to market risk related to our digital asset holdings, digital asset financing arrangement collateral and digital asset financing arrangements, which are impacted by the market value of the respective digital asset held. We performed a sensitivity analysis assuming a hypothetical 10% change in the fair value of these digital assets to demonstrate the potential impact on our financial results. A hypothetical 10% increase or decrease in market prices would have positively or negatively impacted our Income (loss) before income taxes by approximately $19.7 million for the nine months ended September 30, 2025.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

With the participation of the Company’s principal executive officer and principal financial and accounting officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as September 30, 2025. Based on their evaluation, the Company’s principal executive officer and principal financial and accounting officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2025 to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s (“SEC”) rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure, solely as a result of the material weaknesses in our internal control over financial reporting below.

Material Weaknesses in Internal Control Over Financial Reporting

In connection with the preparation of our consolidated financial statements as of December 31, 2024, management identified material weaknesses in its internal control over financial reporting. The material weaknesses have not been remediated as of the date of this



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filing. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. The material weaknesses identified related to (i) the fact that the Company did not have a formalized system of internal control over financial reporting in place to ensure that risks are properly assessed, controls are properly designed and implemented and internal controls are properly monitored and functioning, (ii) the Company did not maintain a sufficient complement of formally documented general IT controls over access, segregation of duties, security, and change management, and (iii) the Company does not have sufficient accounting personnel to ensure adequate segregation of duties. Management has concluded that these material weaknesses arose because the Company did not have the necessary business processes, personnel and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

Effective internal controls are necessary to provide reliable financial reports and prevent fraud, and material weaknesses could limit the ability to prevent or detect a misstatement of accounts or disclosures that could result in a material misstatement of annual or interim financial statements. To address the material weaknesses, the Company will need to add personnel as well as implement additional financial reporting processes and related internal controls, as well as proper documentation of general IT controls over access, segregation of duties, security, and change management. Management intends to continue to take steps to remediate the material weaknesses described above through hiring additional qualified accounting and financial reporting personnel, further enhancing their accounting processes and risk assessment, and by designing, implementing and monitoring the respective controls. Management will not be able to fully remediate these material weaknesses until these steps have been completed and the controls have been operating effectively for a sufficient period of time. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects or that the actions that management may take in the future will be sufficient to remediate the control deficiencies that led to the material weaknesses in internal control over financial reporting or that they will prevent or detect potential future material weaknesses. The Company’s current controls and any new controls that management develops may become inadequate because of changes in conditions in the business and weaknesses in disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm the operating results or cause the Company to fail to meet the reporting obligations and may result in a restatement of the Company’s financial statements for prior periods.

Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of the internal control over financial reporting required to be included in the Company’s periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in the Company’s reported financial and other information, which would likely have a negative effect on the trading price of its common stock. In addition, we would not be able to continue to be listed on Nasdaq, which could have an adverse effect on the liquidity of your investment. Our management will monitor the effectiveness of our remediation plans in fiscal 2025 and will make changes management determines to be appropriate.

Changes in Internal Control Over Financial Reporting

During the quarter we engaged a third-party consultant to assist the Company with our Sarbanes Oxley compliance. We have also added several members to the accounting and finance team to address the material weaknesses mentioned above. Other than the items mention, there were no other changes in the Company’s internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our fiscal quarter ended September 30, 2025, that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are subject to various risk and uncertainties, which could adversely affect our business, results of operations, financial condition, future results and the price of our common stock. The following information should be read in conjunction with the information detailed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on March 27, 2025 and Amendment No.1 to the Annual Report on Form 10-K/A filed on May 16, 2025 as well as the updated information appearing in Part II, Item 1A, Risk Factors in our subsequent Quarterly Reports on Form 10-Q as filed with the Security and Exchange Commission. The following information may supplement or update previous information appearing in our Annual Report on Form 10-K for the year ended December 31, 2024 and in prior Quarterly Reports on Form 10-Q. These risk factors, as well as our condensed consolidated financial statements and notes thereto and other information disclosed in this report.

BUSINESS RELATED RISK

Our financial results and the market price of our common stock may be affected by the prices of digital assets that we hold.

As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SOL and other digital assets. The price of digital assets has historically been subject to dramatic price fluctuations and is highly volatile. Moreover, digital assets, such as SOL, are relatively novel and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a manner that adversely affects the liquidity or value of digital assets.

Any decrease in the fair value of digital assets below our carrying value for such assets currently would require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our Common Stock. In addition, the application of generally accepted accounting principles in the United States, with respect to digital assets, may change in the future and could have a material adverse effect on our financial results and the market price of our common stock.

In addition, if investors view the value of our common stock as dependent upon or linked to the value or change in the value of our digital asset holdings, the price of digital assets may significantly influence the market price of our common stock.

The price of our Common Stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our Common Stock.

Our stock price has been and is likely to continue to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. With the adoption of our new SOL treasury strategy, we expect to see additional volatility. As a result of this volatility, you may not be able to sell your Common Stock. The market price for our Common Stock may be influenced by many factors, including:

•

our digital asset treasury strategy;

•

the SOL developer community and whether people continue to engage in building;

•

the recruitment or departure of key personnel at SOL;

•

downtime and congestion of the SOL network;

•

changes in staking rewards or validator incentives in the SOL ecosystem;

•

the success of competitive products to SOL, alternative services or technologies in the blockchain and technology community;

•

regulatory or legal developments in the United States and other countries related to digital assets, blockchain and AI;

•

variations in our financial results or those of companies that are perceived to be similar to us that also have a SOL treasury strategy;

•

general economic, industry and market conditions in the cryptocurrency industry and broader macroeconomic trends related to the digital asset industry; and



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•

the other factors described in this ‘‘Risk Factors’’ section and in the “Risk Factors” section of our other SEC filings, including our most recent annual report on Form 10-K.

Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. We are also subject to the credit risk of custodians.

Historically, crypto markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in their entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our digital asset holdings at favorable prices or at all. Further, we hold digital assets with centralized custodians and transact with trade execution partners. These entities do not have the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation. For example, U.S. banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor in the case of the bank’s insolvency. U.S. broker-dealers are covered by the Securities Investor Protection Corporation (“SIPC”), which ensures recovery of the securities by the depositor. In contrast, cryptocurrency custodians do not offer such protections. If a custodian were to become insolvent, it is possible that we face delays or difficulties obtaining our digital assets. Moreover, there have been a number of instances in which custodians have used customer funds to fund their own operations. If that were the case with our custodian and the custodian were to become insolvent and file for bankruptcy, we may not be able to obtain all of the digital assets that we had deposited with the custodian. Even if we were to obtain our digital assets, it may require a considerable amount of time, which could adversely impact our financial stability.

Apart from the risk of insolvency of the custodian, there is also a risk of custodians freezing withdrawals, typically in connection with a security incident, regulatory compliance or technical issues, and may be unresponsive to customers attempting to retrieve their funds. In such events, it may be difficult to reach a representative to assist with unfreezing assets and we may not be able to sell or use our digital assets.

Additionally, the secondary market for borrowing against digital assets is not well developed. We may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital assets, especially during times of market instability or when the price of digital assets has declined significantly. If we are unable to sell our digital assets, enter into additional capital raising transactions using digital assets as collateral, or otherwise generate funds using our digital assets or if we are forced to sell our digital assets at a significant loss in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.

As SOL and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of digital assets. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of digital assets or the ability of individuals or institutions such as us to own or transfer digital assets.

There are currently bills introduced into the U.S. Congress that, if they pass, may provide clarity on the market structure of whether digital assets are securities or a commodities. If digital assets are determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of digital assets and, in turn, adversely affect the market price of our common stock.

Our SOL treasury strategy could create complications with third party service providers, such as insurance companies, banking entities and auditors, which could have a materially adverse impact on our business.

Our SOL treasury strategy could create complications with third party service providers that may place a high risk on companies engaging in such a treasury strategy. For example, in 2023, the Office of the Comptroller of the Currency, the Federal Reserve and the FDIC issued supervisory statements that digital assets were a “significant risk” to banking organizations. Similarly, third-party service providers began placing a high degree of risk on digital asset companies, including third-party providers such as insurance companies, banking entities, auditors, payment processors, compliance vendors and public relationship firms.

While the current administration has undertaken a coordinated policy shift across key financial regulatory agencies with respect to regulations of digital assets, the implications of such proposed and future policy changes are uncertain at this time. If future regulations and policy changes were to impose similar limitations as those in 2023, our service providers may refuse to enter into commercially



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acceptable contracts with us and other companies that engage in similar treasury strategies with digital assets. This could have a number of adverse impact on the operation of our business. For example, with respect to insurance companies, the cost of our insurance may also increase or our insurers may refuse to underwrite policies or exclude digital asset liabilities from coverage. In the event that we are unable to obtain directors and officers liability insurance on acceptable terms, our directors and officers may be exposed to personal liability in connection with securities class actions, regulatory investigations and other legal proceedings. This could also deter us from retaining key employees or may prevent us from hiring talent. If we were to lose our banking services, it would severely disrupt our ability to maintain liquidity, process payroll, pay vendors or access fiat currency, which would have a significantly adverse impact on our business, financial condition and results of operations. Certain auditors may also consider custody, fair market valuation, impairment testing and other controls as high-risk. If our auditor determined that it was unable to issue an unqualified opinion or could not engage with us altogether, it may adversely affect our ability to meet our periodic reporting obligations under the Exchange Act and significantly affect our business, financial condition and the ability to raise capital in the public markets.

Regulatory change reclassifying SOL as a security could lead to our falling within the definition of “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of SOL and the market price of our common stock.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in the 1940 Act, and are not registered as an “investment company” under the 1940 Act as of the date of this offering memorandum.

While the SEC has not stated a view as to whether SOL is or is not a “security” for purposes of the federal securities laws, a determination by the SEC or a court of competent jurisdiction that SOL is a security could lead to our meeting the definition of “investment company” under the 1940 Act, if the portion of our assets that consists of investments in SOL exceeds the 40% limit prescribed in the 1940 Act, which would subject us to significant additional regulatory requirements that could have a material adverse effect on our business and operations and may also require us to change the manner in which we conduct our business.

We monitor our assets and income in order to conduct our business activities in a manner such that we do not fall within the definition of “investment company” under the 1940 Act or would qualify under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC rules. If SOL is determined to be a security for purposes of the federal securities laws, we would take steps to reduce our holdings of SOL as a percentage of our total assets. These steps may include, among others, selling SOL that we might otherwise hold for the long term and deploying our cash in assets that are not considered to be investment securities under the 1940 Act, in which case we may be forced to sell our SOL at unattractive prices. We may also seek to acquire additional assets that are not considered to be investment securities under the 1940 Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid meeting the definition of “investment company” under the 1940 Act and becoming subject to its requirements. If SOL is determined to constitute a security for purposes of the federal securities laws, and if we are not able to come within an available exemption or exclusion under the 1940 Act, then we would have to register as an investment company and require us to change the manner in which we conduct our business. In addition, such a determination could adversely affect the market price of SOL and in turn adversely affect the market price of our common stock.

If SOL were considered a security, U.S. exchanges that list SOL will either have to register as a national securities exchange or de-list SOL. The delisting of SOL would have a significantly adverse impact on the liquidity of SOL, which would likely have a material adverse impact on our SOL treasury strategy and our business. Further, we may be forced to liquidate our holdings of SOL at unfavorable prices and change our SOL treasury strategy in the event that SOL is classified as a security.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and funds, or to obligations applicable to investment advisers.

Mutual funds, exchange-traded funds and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our SOL strategy, our use of leverage, the manner in which our SOL is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve Policy would require the approval of our board of directors, no



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stockholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our SOL or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding SOL. As a result, investors in our company may be exposed to greater volatility, concentration risk and governance discretion than they would be if we were subject to the protections afforded to regulated investment vehicles.

If we or our service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital assets, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.

Substantially all of the digital assets we own is held in custody accounts at U.S. institutional digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our digital assets. Solana and other blockchain cryptocurrencies and the entities that provide services to participants in the Solana ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

•

a partial or total loss of our digital assets in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our digital assets;

•

harm to our reputation and brand;

•

improper disclosure of data and violations of applicable data privacy and other laws; or

•

significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Solana ecosystem or in the use of the Solana network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to Solana, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia and Israel conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the Solana industry, including third services on which we rely, could materially and adversely affect our financial condition and results of operations.



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We face other risks related to our digital asset treasury reserve business model.

Our digital asset treasury reserve business model exposes us to various risks, including the following:

•

SOL and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, and our SOL strategy subjects us to enhanced regulatory oversight;

•

regulatory changes could impact our ability to operate validators or receive rewards;

•

regulatory scrutiny of the Company’s activities may increase, potentially limiting our operations;

•

potential litigation risks exist related to smart contract vulnerabilities, validator operations, or our business activities;

•

uncertainty around digital assets, including SOL’s, regulatory status may impact our ability to list on certain exchanges;

•

changes in political administration may not guarantee a favorable regulatory environment for digital assets;

•

future SEC actions or court decisions could retroactively classify digital assets as a security, potentially leading to penalties or forced unwinding of transactions; and

•

increased regulatory focus on Layer-1 blockchains beyond Bitcoin and Ethereum could result in new compliance requirements.

We may engage in leveraged digital asset financing strategies, in which we will leverage our digital asset holdings to acquire additional amounts of the same leveraged digital assets, and may do so on a compounded basis, which will increase our exposure to smart-contract, operational, and counterparty risks.

We may engage in digital asset leverage strategies to acquire additional amounts of SOL. As part of this strategy, we may borrow digital assets by pledging our own SOL holdings as collateral, deploy these borrowed assets to acquire additional amounts of SOL, and subsequently re-pledge the newly acquired SOL to further engage in these leveraged transactions. As each of these transactions will be effectuated on chain, the strategy may expose us to significant smart-contract vulnerabilities and operational risks. The smart contracts that are used for purposes of these transactions may contain undiscovered bugs, logical errors or economic vulnerabilities that could be exploited by malicious actors or that could cause the contracts to perform in unintended ways, resulting in partial or total loss of our collateral and borrowed assets. In addition, the strategy may subject us to counterparty risk through the platforms we utilize to facilitate leveraging strategies including, among others, insolvency of the platform, coding errors, and cyberattacks. Finally, lenders customarily require that collateral ratios be maintained within narrowly defined thresholds and may exercise broad contractual discretion to impose additional margin requirements or to liquidate collateral without notice when those thresholds are breached. We may also incur losses if the interest that accrues on our borrowings significantly exceeds the revenue generated by the borrowed SOL.

SOL faces unique technical, governance and concentration risks that could materially affect its long-term viability.

SOL is a high-throughput Layer 1 blockchain with an architectural features that differs significantly from other blockchains, such as Ethereum. While these features allow for rapid processing of transactions, they introduce risks that could adversely impact the value of SOL and the stability of the SOL network. Historically, SOL has suffered network outages, slow operations and validator coordination failures. If such challenges were to persist, the confidence of the SOL development community and its users will be adversely affected, which could cause a rapid decline in the value of SOL. In addition, SOL’s consensus mechanism (Proof of History combined with Proof of Stake) is novel and relatively untested at a large scale over time. Structural flaws could emerge that require a fork, which may have an adverse impact on the SOL network and our holdings.

SOL validators are relatively small in number, which may lead to coordinated censorship.

SOL requires high-performing computing hardware and internet connectivity to operate a validator node. These substantial infrastructure demands create a barrier of entry for validators, leading to a high concentration of validators that must be well capitalized. A significant portion of staked SOL tokens may be delegated to a few validators, resulting in a centralized block production environment. This concentration and centralization could lead to the risk of coordinated censorship, which validators or node operators could delay or exclude transactions or blocks from being confirmed and recorded on the blockchain, severely undermining neutrality and causing and erosion of the integrity of the SOL network. In particular, Blue Moose Systems, a SOL validator that we have acquired, is one of the top-performing SOL validators that also controls a significant share of stake on SOL, which presents additional centralization risk.



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Our Solana validator reward yield is expected to decline over time and could have a material adverse effect on our financial results.

We currently earn rewards from the Solana network through operating two validator nodes. Solana's current protocol distributes rewards to validators based on a declining inflation model. This model reduces the total amount of Solana rewards available to distribute to validators by 15% each year until it reaches a long-term rate of 1.5%. A significant reduction in validator reward yield could negatively impact our business and results of operations.

Our SOL treasury strategy is dependent on the SOL Foundation and core development team.

The SOL network is more centralized than other blockchain protocols such as Bitcoin and Ethereum. The SOL Foundation and a relatively small group of core developers play a significant role in the governance, maintenance, and technical direction of the SOL protocol. If one or more key individuals that is responsible for the core development or leadership were to depart, become incapacitated or otherwise decide not to participate, the health of the SOL network will be significantly affected and would result in a material adverse impact on the value of SOL. Further, if the SOL Foundation were to become subject to a reputational event, it could lead to reduced developer engagement and adversely affect the functionality and value of the SOL network.

SOL is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.

The digital asset ecosystem is characterized by rapid technological innovation, short development cycles, and intense competition among Layer 1 blockchains and related infrastructure providers. SOL faces intense competition among existing protocols, such as Aptos and Sei, and new entrants that are currently being developed. Competitors may offer superior scalability, security, interoperability, decentralization, programmability and adoption, and may attract developers away from the SOL ecosystem. Advancements in AI and blockchain technology are likely to accelerate the development of such protocols, including the development of additional networks that natively integrate AI into consensus mechanisms and other core features. If SOL is unable to evolve to address such increased competition or if Layer 2 networks believe that SOL’s core technology stack is outdated or less attractive compared with other Layer 1 networks, SOL may be considered technologically obsolete by the next-generation of protocols. The decline in the SOL network would materially impact the market value of SOL and adversely affect the value of our SOL treasury holdings and our stock price.

We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking SOL.

The U.S. federal income tax treatment of rewards from staking digital assets such as SOL remains uncertain and is currently under the subject of debate and regulatory attention. Under current guidance by the Internal Revenue Service (“IRS”), staking rewards are generally treated as ordinary income upon receipt. If regulation or policy changes, or the interpretation or enforcement thereof, results in adverse tax treatment of rewards from staking SOL, we could be subject to increased audits by the IRS and additional tax liabilities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.



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ITEM 6. EXHIBITS


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of DeFi Development Corp (formerly Janover Inc.) (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 333-267907, filed with the Securities and Exchange Commission on July 14, 2023.
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 23, 2025).
3.3		Certificate of Amendment, effective June 8, 2023, to Amended and Restated Certificate of Incorporation for 1-for-6.82 Reverse Stock Split (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement No. 333-267907, filed with the Securities and Exchange Commission on July 14, 2023.)
3.4		Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 23, 2025).
3.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DeFi Development Corp. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2025).
3.6		Series A Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement No. 333-267907, filed with the Securities and Exchange Commission on July 14, 2023.)
4.1		Indenture, dated as of July 7, 2025, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025).
4.2		Form of note representing the 5.50% Convertible Senior Note due 2030 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025).
4.3		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.1		Form of Prepaid Forward Stock Purchase Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025).
10.2		Master Loan Agreement, dated July 25, 2025, between the Registrant and BitGo Hong Kong Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.3		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
10.4		Placement Agency Agreement, dated as of August 24, 2025, between the Registrant and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification by the Chief Executive Officer and Principal Financial Office.
101.INS		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



*	Filed herewith

**	Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.



		45

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 thereunto duly authorized.


	DeFi DEVELOPMENT CORP
	(Registrant)

Date: November 19, 2025	By:	/s/Joseph Onorati
		Joseph Onorati Chief Executive Officer, President and Chairman of the Board of Directors
		(Principal Executive Officer)

Date: November 19, 2025	By:	/s/Fei (John) Han
		Fei (John) Han Chief Financial Officer (Principal Financial and Accounting Officer)



		46

EX-31.1 2 dfdv-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION

302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Onorati, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2025 of DeFi Development Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 19, 2025	By	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 3 dfdv-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION

302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fei (John) Han, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2025 of DeFi Development Corp.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 19, 2025	By:	/s/ Fei (John) Han
	Name:	Fei (John) Han
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-32.1 4 dfdv-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

I, Joseph Onorati, and I, Fei (John) Han, each certify to the best of our knowledge, based upon a review of the report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”) of the Registrant, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 19, 2025

	By:	/s/ Joseph Onorati
		Joseph Onorati
		Chief Executive Officer, President, and Chairman of the Board of Directors
		(Principal Executive Officer)

	By:	/s/ Fei (John) Han
		Fei (John) Han
		Chief Financial Officer
		(Principal Financial Officer)