Exhibit 99.1

November 12, 2025

DeFi Development Corp. Reports Strong Third Quarter 2025 Earnings
 

BOCA RATON, FL — November 12, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its 3Q 2025 Shareholder Letter and Business Update.

To read the full update, please visit: https://defidevcorp.com/investor?tab=earnings

A video update featuring CEO Joseph Onorati, CFO John Han, COO & CIO Parker White, and CSO Dan Kang will be uploaded to youtube.com/@DeFiDevCorp tomorrow, November 13, 2025, at approximately 8:00 a.m. Eastern Time. Management will address strategic highlights and take questions submitted in advance by both retail investors and sell-side analysts.

For more information, visit defidevcorp.com. To stay up-to-date with the latest developments and insights, subscribe to our blog.

About DeFi Development Corp.

DeFi Development Corp. (Nasdaq: DFDV) has adopted a treasury policy under which the principal holding in its treasury reserve is allocated to SOL. Through this strategy, the Company provides investors with direct economic exposure to SOL, while also actively participating in the growth of the Solana ecosystem. In addition to holding and staking SOL, DeFi Development Corp. operates its own validator infrastructure, generating staking rewards and fees from delegated stake. The Company is also engaged across decentralized finance (DeFi) opportunities and continues to explore innovative ways to support and benefit from Solana’s expanding application layer.

The Company 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 the Company connects the increasingly complex ecosystem that stakeholders have to manage.

The Company currently serves more than one million 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 America, credit unions, real estate investment trusts (“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 Company’s data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”).

Investor Contact:

ir@defidevcorp.com

Media Contact:

Prosek Partners

pro-ddc@prosek.com

Exhibit 99.2

Exhibit 99.2 - Explanation of Non-GAAP Financial Measures

This Exhibit 99.2 to the accompanying Current Report on Form 8-K of DeFi Development Corp. (“we,” “us,” or “our”) provides a discussion of the reasons we believe that the inclusion of certain non-GAAP financial measures, as presented in the earnings press release furnished as Exhibit 99.1 to this Form 8-K, offers useful supplemental information to investors regarding our operating performance. Where applicable, this Exhibit also describes any additional purposes for which management utilizes these non-GAAP financial measures.

Reconciliations between each non-GAAP financial measure and the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) are provided within the earnings press release itself. Non-GAAP financial information should be viewed as a supplement to, and not as a substitute for, the comparable GAAP measures such as operating income, net income, earnings per share, net cash provided by operating activities, or other performance and liquidity metrics prepared in accordance with GAAP.

Adjusted Net Income (Loss) and Adjusted Earnings per Share (“EPS”)

Adjusted net income (loss) and adjusted EPS are non-GAAP financial measures that management believes are useful to investors in evaluating period-over-period comparability and the results of our ongoing operations. Adjusted net income (loss) and adjusted EPS are defined as net income (loss) including the impact of interest expense associated with convertible notes and diluted earnings per common share, respectively, adjusted to exclude the impact of certain events, loss on dispositions, or other charges that affect period-over-period comparability.

Exhibit 99.3

Fellow shareholders,

Optimizing Solana’s native yield is one of our key strengths, and this quarter proved it.

In Q3 we delivered an average organic yield (AOY) of 11.4%1, exceeding our 10% guidance level, and higher than the yield offered by Coinbase (4.2%)2, or BSOL ETF (7.0%)3, and higher than any other digital asset treasury company (“DAT”). Our net income for the quarter was approximately $56M, and adjusted net income was approximately $59.0M.

For a DAT, organic yield is not a side benefit. It is the engine of crypto accumulation. Every point of additional yield compounds directly into faster SOL-per-Share (“SPS”) growth. With double-digit organic yield, our treasury effectively self-expands, generating SOL around the clock without relying solely on new capital. The result is a structurally higher rate of crypto accumulation: one that outpaces passive vehicles and continues compounding after every fundraise. This is the difference between a DAT that simply holds SOL and one that continuously generates more of it.

Since our last shareholder update, we grew our SPS by 13% Q/Q to 0.0700,4 with total SOL and SOL Equivalents5 of 2.2M and total shares outstanding of 31.4M. Our mission remains unchanged: grow SPS as quickly as possible for our shareholders. SPS growth continues to be our North Star and is the clearest measure of execution for any DAT’s performance.

Despite strong operational performance, DFDV wasn’t immune to the dynamic that challenged every DAT in Q3: broad-based mNAV compression as investor attention splintered across hundreds of new entrants. This compression has been the main driver of our stock performance, with fully diluted mNAV declining 41%, from 1.4x at the time of our last earnings update to 0.8x today. That move accounts for nearly all of our 45% stock price decline over the same period. Importantly, this trend was not unique to DFDV. For example, since July 16, the date MSTR reached its all-time high, Strategy’s mNAV fell by approximately 41% while its common equity declined 49%.

We’ve consistently said that mNAV reflects the market’s belief in a DAT’s ability to accumulate more crypto. The broad-based decline suggests investors are recalibrating expectations about how quickly DATs can compound as more players chase the same pool of capital.

This is exactly why we built DFDV differently from day 1. Unlike most DATs, our growth does not depend solely on recursive capital raises. Our SOL treasury generates approximately 10% AOY, making it an accumulation engine that never sleeps. This engine generates revenue and cash flow that help us meet our operating and interest expenses. Our 10% yield is unmatched among DATs and reflects both our crypto expertise and Solana’s deep onchain opportunity set. With more than 15% of our treasury now deployed onchain, we expect our AOY to remain at 10% for the foreseeable future.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Despite the near-term mNAV pressure, our conviction in Solana remains strong. Solana’s key metrics - DAUs, transactions, revenues - all grew rapidly y/y in Q3. Our recently disclosed $10,000 SOL/USD price target assumes Solana captures 7.5% market share of global value transfer6 in the years ahead. Even in a scenario where Solana captures 1% of all global value transfer, we estimate SOL would reach approximately $1,300. This would bring the value of our treasury to $2.6B vs. $344M today.

It’s still early. Our team remains energized by the opportunity to define what it means to be a best-in-class DAT. As we continue to build the bridge between TradFi and DeFi, our goal is to deliver value for shareholders through every phase of the crypto market cycle.

This letter provides an overview of our Q3 2025 financials, a review of our key initiatives such as our Treasury Accelerator, and a broader update on our business.

Thank you for your continued trust.

In Service of SPS Growth,

Joseph Onorati

Putting Our Treasury to Work Onchain

As of this writing, more than 15% of our SOL treasury is deployed onchain across Solana DeFi, up from our last disclosure of approximately 10%. Expanding this footprint allows us to optimize organic yield and capture opportunities unique to Solana’s DeFi ecosystem.

For example, in Q3 we executed a looped staking strategy that generated over 100 bps of incremental net interest margin (NIM) on the capital allocated to it. Using dfdvSOL, our liquid-staking token issued by Sanctum, as collateral on Kamino, we borrowed SOL and restaked it to our own validator. This allowed us to capture additional yield and, because both the collateral and the borrow were SOL-denominated, this strategy carried no exposure to liquidation risk from SOL price volatility. This is one of many ways our team engineers yield innovation without compromising balance sheet safety.

Deploying capital across Solana DeFi also strengthens the broader network and compounds our own long-term value. The success of DFDV is inseparable from the success of Solana. The more robust and liquid the ecosystem becomes, the greater the opportunity for sustainable yield and SPS growth. With total non-stablecoin TVL on Solana exceeding $10 billion7 and leading protocols like Jupiter and Kamino exceeding $3 billion each, our $344 million treasury positions us as a meaningful liquidity provider across multiple verticals. This scale allows us to earn attractive returns while directly supporting the Solana network.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

The Treasury Accelerator Takes Flight

This quarter, DFDV announced three regional franchises through our Treasury Accelerator (TA) program: DFDV UK, DFDV Korea, and DFDV Japan. The goal of the TA is to enable world-class teams to launch Solana DATs in markets where high investor appetite for crypto, limited institutional access, and local tax dynamics create compelling opportunities for mNAV accretion.

For DFDV, the model extends our reach, broadens global demand for SOL, and introduces a new lever for NAV growth. We will retain equity stakes in each franchise and, in some cases, asset management agreements. The TA program is designed to be both NAV and revenue accretive in both the near and long term.

Each franchise is currently in fundraising mode, and we will provide updates as they begin trading. Our long-term goal is to build a global network of DFDV-branded DATs. Each franchise will compound SPS while reinforcing the broader Solana ecosystem and driving shareholder value back to DFDV.

Solana Ecosystem Update

Q3 marked another breakout quarter for Solana, with surging network activity, deeper liquidity, and accelerating adoption across DeFi, Real World Assets (RWAs), and consumer apps:

Solana Major Metrics (Q3’25)

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Key Solana Developments

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Q3 2025 Financials*

Total revenue for the quarter was $4.6M, up 648% y/y. Of this, $3.8M was recognized as Digital Asset Treasury Revenue under U.S. GAAP, representing income from staking and validator operations.

It is important to note this figure does not include revenue generated from DeFi positions, which are generally realized as capital gains under accounting standards due to the structure of liquid staking tokens (LSTs) and other yield-bearing assets. As a result, our reported Digital Asset Treasury Revenue understates the total economic yield generated by our treasury during the quarter. We have updated the definition of Average Organic Yield accordingly (see Appendix).

Our diluted net income was approximately $58M, resulting in a diluted earnings-per-share (“EPS”) of $1.83 for Q3 2025, and approximately $59.0M on an adjusted basis, resulting in an adjusted EPS of $1.88, up from a $0.05 loss in Q3 of last year.

Adjusted Net Income and EPS Reconciliation

As of the date of this letter, we currently have approximately 31.4 million common shares outstanding. Other financial data for the quarter will be reported in our upcoming Form 10-Q, which we expect to file on or before November 19th.

Annualized Organic Yield

Our annualized organic yield (AOY) for Q3 2025 was 11.4%, or roughly 140 bps above our 10% target for the fiscal year. We expect AOY to average around 10% for the remainder of the year, though actual results will fluctuate with staking dynamics, validator competition, and on-chain activity.

At our current SOL balance of 2.2 million SOL and a SOL/USD price of $156, this equates to approximately ~$94k per day in SOL-denominated yield.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

SPS and Balance Sheet

As of November 12, 2025, SPS was 0.0700, up 13% from the level we disclosed in our Q2 Earnings Letter. Fully diluted SPS increased 9% over the same period.

mNAV

As of November 11, 2025, our mNAV was 0.8x* on a fully diluted basis as described below:

Marketing and Awareness

In Q3 and early Q4, DFDV meaningfully expanded awareness of both Solana and our Digital Asset Treasury (DAT) model across institutional and retail audiences. From ringing the Nasdaq closing bell to hosting the first Solana Investor Day, this was our strongest quarter yet for brand visibility, investor education, and ecosystem engagement.

In August, we took center stage on Wall Street, ringing the Nasdaq closing bell alongside the Solana Foundation and partners including BONK, WIF, Drift, Solflare, Fragmetric, Marinade, and Crypto.com. Our Times Square tower campaign, “The Future of the Internet is Solana,” introduced DFDV to millions of investors and cemented our status as the first Solana-native public company in U.S. markets.

We also launched SOLID: Solana Investor Day, a first-of-its-kind event connecting institutional investors with Solana’s core teams including Jito, Sanctum, Marinade, Fragmetric, and Exchange.art. The event served as a crash course on Solana, covering key metrics and real world use cases, and also highlighted DFDV’s role as the bridge between TradFi and DeFi.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Our leadership team carried that message globally. DFDV was featured by CNBC, Bloomberg, CoinDesk, The Block, Fortune Crypto, The Defiant, Cointelegraph, and Seeking Alpha, with coverage highlighting our Solana accumulation strategy and role in defining the DAT category. We took the stage at SuperTokyo 2025, Korea Blockchain Week, Token 2049, Pantera Blockchain Summit, and Solana Oriental, where we shared our “SOL to $10K” thesis, presented on mNAV dynamics, and discussed the future of tokenized treasuries. We also appeared on Nasdaq TradeTalks, Solana Live with ThreadGuy, and P2P.org’s Digital Asset Treasury panel, reaching tens of thousands of investors worldwide. Together, these appearances reinforced DFDV as a leading voice in defining how public companies can operate onchain and leverage Solana’s performance edge.

Across digital channels, we scaled our content engine to drive investor education and community alignment. Our Beehiiv blog reached record readership through reports such as “Digital Asset Treasuries: The Next Frontier of Crypto Exposure” and “The Next Best Crypto Trade? Solana DATs,” offering data-driven insights into Solana’s dominance and the mechanics of SPS and mNAV. Monthly business updates, our “SOL to $10K” presentation, and growing YouTube coverage deepened transparency for shareholders. The DFDV Degens community grew rapidly across X and Reddit, fostering direct, real-time dialogue between investors and the Solana ecosystem..

Q3 was a defining period for DFDV’s presence across capital markets, digital communities, and mainstream media. We built meaningful momentum around our Solana-first mission, positioned DFDV as the face of onchain treasury innovation, and set the stage for broader awareness and investor engagement heading into 2026.

Capital Raises

Equity PIPE: In August 2025, we closed a $125 million PIPE with Cantor Fitzgerald at $12.50 per share. The net proceeds were deployed into spot SOL and discounted locked SOL positions, expanding treasury holdings at favorable prices and increased overall NAV per share.

Preferred Equity (Registered Offering): We recently announced our intent to offer up to $65M of 10.0% Series C Cumulative Perpetual Preferred Stock. We have applied to list our Series C Preferred Stock on the Nasdaq under the symbol “CHAD.” Preferred equity fits DFDV’s structure uniquely well. While BTC DATs must issue new common shares to service fixed coupons, our onchain yield engine that generates 10% AOY helps support sustainable, non-dilutive preferred distributions.

ELOC Usage

To date, DFDV has raised approximately $58.2 million in net proceeds via our Equity Line of Credit (ELOC), issuing roughly 2.9 million shares. We’ve drawn only 1% of the $5 billion facility, leaving $4.9 billion in remaining capacity for opportunistic deployment when trading at a premium to NAV.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

SPS Guidance and Leverage

We are maintaining our guidance of 0.165 SPS by June 2026 and 1.000 by December 2028. Based on our current SPS of 0.0700, our June 2026 guidance represents 135% growth. The June 2026 target continues to assume average monthly capital raises of $50M and excludes upside from our treasury accelerator.

Leverage

The table below shows our leverage as measured by Debt/Equity, Debt/NAV, and Debt/Assets:

The Road Ahead

As we head into the final weeks of 2025, our priorities are clear: optimizing yield, leaning into our Treasury Accelerator, raising capital, and continuing to tell Solana’s story.

But our goals expand well beyond our near-term priorities. DFDV is proving that a publicly listed company can move with crypto’s speed and stay aligned with the community it serves. We’re here to build the bridge between TradFi and DeFi: to experiment boldly, to push boundaries, and to show that transparency and innovation can coexist in public markets.

We move quickly and embrace volatility. The market may fluctuate, but our conviction won’t.

In Service of SPS growth,

The DFDV Team

November 13, 2025 Business Update Interview, 8:00 am ET

Our video interview will be on youtube.com/@defidevcorp at 8:00am ET tomorrow, November 13, 2025. CFO John Han, COO & CIO Parker White, and CSO Dan Kang will all be on the video to answer questions submitted by sellside analysts and retail investors.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Appendix

Annualized Organic Yield is a key performance indicator (“KPI”) used by management to evaluate staking performance across our treasury assets. It is calculated as:

(Total SOL Generated / Average Stake and Onchain SOL Balance) × 4

This metric reflects annualized, SOL-denominated returns based on total yield generated from both staking operations and onchain DeFi positions, including liquid staking tokens (LSTs) and other protocol-based activities. Because certain DeFi returns are recognized as capital gains rather than revenue under GAAP, AOY serves as a broader economic measure of organic yield than “Digital Asset Treasury Revenue.”

This KPI is unaudited and presented to provide transparency into how management measures and optimizes onchain yield generation. Results may vary quarter to quarter based on staking dynamics, validator performance, market conditions, and onchain activity. Past performance is not indicative of future results.

Average Stake and Onchain SOL Balance represents the arithmetic average of total SOL actively deployed across staking and DeFi strategies during the reporting period. This includes SOL staked to validators operated by, or in partnership with, DeFi Development Corp., as well as SOL utilized in yield-generating onchain positions such as liquid staking tokens (LSTs), lending, or liquidity provision.

This figure reflects the effective capital base generating organic yield and serves as the denominator in the calculation of Annualized Organic Yield (AOY).

mNAV is a KPI that measures our market capitalization as a multiple of our underlying Net Asset Value. It is calculated as:

Market Capitalization / Net Asset Value

We present mNAV across four views:

Market Capitalization = shares outstanding × current share price (adjusted for dilution where applicable).

NAV = total value of SOL holdings (and other liquid assets) minus liabilities, marked to market.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements in this release include statements regarding business strategies and prospects, capital deployment plans, and expectations regarding future financial and operating metric reporting and can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) fluctuations in the market price of SOL and any associated losses that the Company may incur as a result of a decrease in the market price of SOL; (ii) volatility in our stock price, including due to future issuances of common stock and securities convertible into common stock; (iii) the effect of and uncertainties related the ongoing volatility in interest rates; (iv) our ability to achieve and maintain profitability in the future; (v) the impact on our business of the regulatory environment and complexities with compliance related to such environment including changes in securities laws or other laws or regulations; (vi) changes in the accounting treatment relating to the Company’s SOL holdings; (vii) our ability to respond to general economic conditions; (vii) our ability to manage our growth effectively and our expectations regarding the development and expansion of our business; (ix) our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth and (x) other risks and uncertainties more fully in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

This press release includes non-GAAP financial measures that management believes provide investors with additional insight into the Company’s operational performance. These measures are intended to supplement, not replace, results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Among other factors, management believes these non-GAAP measure helps isolate the impact of items that may not reflect the ongoing performance of our operations.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure is provided above. Investors are encouraged to review this reconciliation and the accompanying disclosures in Exhibit 99.2 to our Current Report on Form 8-K for a complete discussion of management’s rationale for using such non-GAAP financial measures.

DeFi Development Corp. | 3Q’25 | Shareholder Letter

Exhibit 99.4

DeFi Development Corp. Stockholder FAQ – Warrant Dividend Distribution

Updated November 12, 2025

What is a warrant?

A warrant is an option to buy shares of common shares issued directly by a company. It gives the holder the right, but not the obligation, to purchase a share of common stock at a specified “exercise price”, on or before the warrant’s “expiration date.”

What is a warrant dividend?

A warrant dividend is a distribution of warrants by the company pro-rata to all existing common stockholders. As with a cash dividend, stockholders do not need to pay any amount or take any other action to receive the distribution. In the case of a warrant dividend the value being distributed to all stockholders is in the form of a warrant instead of cash.

Who will receive the warrants?

Holders of DFDV common stock as of the record date of October 23, 2025 (“stockholders”) received one (1) warrant for each ten (10) shares of common stock held as of the record date, rounded down to the nearest whole number. As an example, a stockholder who owns 320 or 327 shares of common stock would receive 32 warrants. No fractional warrants were issued.

Holders as of the record date of the company’s pre-funded warrants issued on August 28, 2025, also received (1) warrant for each ten (10) shares of common stock underlying their pre-funded warrants, rounded down to the nearest whole number, in accordance with the terms of the pre-funded warrants. No fractional warrants were issued.

Holders of the company’s 5.50% Convertible Senior Notes due 2030 as of the record date (“144A noteholders”) also received warrants on an as-converted pass-through basis in accordance with the terms of the governing indenture. 144A noteholders of each $1,000 principal amount received 4.32694 warrants, rounded down to the nearest whole number for any fractional warrant. No fractional warrants were be issued. Given this pass-through, the warrant distribution did not trigger a further adjustment to the conversion rate for the convertible notes.

Holders as of the record date of the company’s 2.5% Convertible Notes due 2030 (“PIPE noteholders”) also received warrants on an as-converted pass-through basis. PIPE noteholders of each $1,000 principal amount received 10.2669 warrants, rounded down to the nearest whole number for any fractional warrant. No fractional warrants were issued.

When is the expiration date?

January 21, 2028, unless the Alternate Expiration Price Condition is met.

What is the Alternate Expiration Price Condition?

If, during any 30 consecutive trading days, the volume weighted average price (VWAP) of DFDV common stock is at or above $27.00 for at least 20 of those days (not necessarily consecutive), then the warrants will expire early – specifically at 5:00 p.m. New York City time on the business day immediately following the 20th such day or such other date as the Company may elect in accordance with the warrant agreement.

DFDV will issue a press release if the Alternate Expiration Price Condition is triggered.

What is the exercise price?

$22.50 per share.

Why is DFDV issuing these warrants?

DFDV believes that a warrant dividend distribution is a stockholder-aligned approach to raising additional equity capital that rewards current stockholders and noteholders.  It allows existing DFDV investors to maintain their proportional ownership and participate equally in the company’s future upside, or to monetize their rights by selling the warrants for cash.

DFDV believes the warrants provide the opportunity to raise a meaningful amount of capital in a more cost-efficient manner than traditional equity offerings.  The pricing reflects our confidence in the company’s growth trajectory and our commitment to raise capital in an efficient manner.

Can I sell my warrants? Will they trade publicly?

The warrants are listed on the Nasdaq Capital Market under ticker symbol DFDVW. DFDV stockholders, subject to the additional considerations outlined below, can trade or exercise the warrants irrespective of whether they continue to hold or sell their shares of DFDV common stock.

Although the warrants have been registered for trading under the Securities Exchange Act of 1934, as amended, the issuance of the warrants was not registered under the Securities Act of 1933, as amended, as the distribution of a warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. Some stockholders may be subject to other securities law and company requirements that could restrict the stockholder’s ability to sell their warrants immediately. For example, company insiders are subject to compliance with the company’s insider trading policy. In addition, stockholders that hold shares that were issued by the company in transactions exempt from registration under the Securities Act may not be able to sell or transfer their warrants if such sale or transfer does not meet the requirements of Rule 144 under the Securities Act and in the absence of an effective registration statement for the resale of the warrants.

Can I receive a copy of the full warrant agreement?

Yes. DFDV filed the full warrant agreement with the SEC on the Form 8-A registration statement for the warrants, filed with the SEC on October 24, 2025. It is available via the SEC’s EDGAR system at www.sec.gov and linked on the DFDV Investor Relations page.

Will this dilute my ownership?

There will be no dilution to DFDV stockholders if no warrants are exercised. By the expiration date of January 21, 2028, we expect all warrants will have either expired or been exercised. Since the warrants are being distributed pro-rata to all DFDV stockholders, if a stockholder decides to hold and exercise their warrants to purchase additional shares their percentage ownership of DFDV common stock is not expected to be diluted. On the other hand, if a current DFDV stockholder decides to sell their warrants in the market for cash, they will not be able to exercise and thus their percentage ownership may decline.

If warrants are exercised, what will DeFi Development Corp. use the proceeds for?

General corporate purposes, including the acquisition of SOL and for working capital.

Will the company be receiving any proceeds immediately?

No. DeFi Development Corp. will not receive any proceeds from this warrant distribution unless some or all holders exercise their warrants on or before the expiration date of January 21, 2028.

What happens to my warrants if the share price does not go up above the exercise price?

If you do not sell or exercise your warrants by the expiration date of January 21, 2028, or the early expiration date, if applicable, your warrants will expire. To be clear, you may exercise a warrant at the exercise price even if the market price of DFDV shares does not go above the exercise price, but you may prefer to instead purchase those shares in the market at a lower price.

How does the Alternate Expiration Price Condition work?

If the Alternate Expiration Price Condition is satisfied, the warrants will expire at 5:00 p.m. New York City time on the business day immediately following the Alternate Expiration Price Condition Date (as defined below) or such other date as the Company may elect in accordance with the warrant agreement.

The Alternate Expiration Price Condition will be deemed satisfied if, during any period of twenty (20) out of thirty (30) consecutive trading days, the VWAP of the Company’s common stock equals or exceeds $27.00 (the “Alternate Expiration Trigger Price”) whether or not consecutive (such final day, the “Alternate Expiration Price Condition Date”).

If the Alternate Expiration Price Condition occurs, the Company will make a public announcement to that effect, which will include the corresponding expiration date. Otherwise, as previously disclosed, the warrants will expire at 5:00 pm New York City Time on January 21, 2028.

When does the 20 out of 30-day VWAP measurement period for the Alternate Expiration Price Condition begin?

The 20 out of 30-day VWAP measurement period can begin on the first trading day after the distribution date, as long as there is an effective shelf registration statement relating to the issuance of the shares issuable on exercise of the warrants at such time.  If Company shares are trading above $27.00 on that day and the VWAP meets the threshold, that day counts as the first of the 20 qualifying days within the 30-trading-day window.

If the VWAP Alternate Expiration Price Condition is met, for example, on the 20th qualifying day, when do the warrants expire?

The warrants will expire on the business day immediately following the 20th qualifying trading day within any 30-day period, unless the Company announces an alternate expiration date in accordance with the warrant agreement.

How will I know if the warrants are about to expire?

If the warrants are scheduled to expire, either on the final expiration date or due to early expiration, the Company will issue a public press release announcing the expiration date. This notice will be made available as promptly as practicable and will include the exact date and time by which warrant exercises must be completed.

We encourage shareholders to monitor the Company’s Investor Relations website (https://defidevcorp.com/investor) for news announcements and updates, as well as our filings with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.

When can I exercise my warrants?

You may exercise your warrants at any time from the distribution date until the expiration date (or until any earlier deadline applied by your broker), subject to certain limited exceptions included in the warrant agreement and assuming we have filed a registration statement, including a prospectus or prospectus supplement relating to the exercise as described below on or before the distribution date, and that registration statement has become effective.

How do I exercise the warrants?

To exercise the warrants, you must have funds available to pay the exercise price in cash. You should discuss with your broker its procedures and timeline for effecting exercise on your behalf, because your broker may require you to give notice using a particular method and may require an earlier deadline than close of business on the expiration date.

I own my DeFi Development Corp. shares in an online brokerage account. How will I receive my warrants so I can exercise or sell them?

We believe that your broker was responsible for crediting your account with warrants if you hold shares as of the record date and such shares are not being rehypothecated or loaned out. If your shares are being rehypothecated or loaned out, other mechanics may apply. In all cases you would need to contact your broker directly for confirmation and any other information regarding timing and access to warrants, including the mechanics for warrant sales and exercises.

How do I exercise the warrants?

You can exercise the warrants through your broker (if held in “street name”) or through the warrant agent, Colonial Stock Transfer, Inc., if you are a registered holder. Settlement will occur as soon as commercially practicable after your broker or Colonial processes the exercise. Please refer to the warrant agreement, including the section relating to “exercise terms” and the form of election to purchase warrant shares exhibit to the warrant agreement, which was filed with the SEC together with the Form 8-A to register the warrants.

What if I hold a number of DFDV shares that isn’t a multiple of 10?

The distribution of warrants is at a rate of 0.1 warrants for every share of common stock, rounded down to the nearest whole number of warrants. In practice each broker may round down the number of warrants deliverable to each account, without aggregating multiple accounts that you maintain with them. For example, if you hold 19 shares in one account with a broker and hold 14 shares in another account with the same broker, the broker may deliver only 1 warrant to each account, for a total distribution of only 2 warrants despite your ownership of 32 shares across both accounts.

Do non-U.S. stockholders qualify to receive the warrant dividend?

We are not aware of any restrictions on international stockholders receiving warrants if they hold DFDV common stock as of the record date. Tax treatment may vary based on a stockholder’s tax domicile as well as other factors, so both U.S. and non-U.S. stockholders should seek tax advice (see below). If you are a non-U.S. stockholder, you should contact your broker for jurisdiction-specific logistics, including with regard to warrant sales and exercises.

How are the warrants handled for shares held in a retirement brokerage account?

While we expect that in some cases warrants will be credited to your retirement brokerage account if you hold shares as of the October 23, 2025 record date, exercising or selling warrants from within a retirement account may be subject to additional rules or restrictions, and we recommend that you discuss with your retirement broker, advisor and/or administrator, as applicable.

For U.S. taxpayers, how will the warrant distribution and/or exercise be treated for tax purposes?

The U.S. federal income tax treatment of the warrant distribution, and any future exercise of the warrants, may vary based on an investor’s specific circumstances. DeFi Development Corp. does not provide tax advice. Regardless of tax domicile, all investors are encouraged to consult their tax advisor regarding the potential impact of the distribution, and to read the tax reporting section of the prospectus supplement, which DeFi Development Corp. expects to file with the SEC on the distribution date.

Disclaimers

Forward Looking Statements

This FAQ contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including concerning the anticipated gross proceeds from the exercise of warrants; the expected use of proceeds; and the existence of a market for those warrants. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” strategy,” “future,” “likely,” “may,”, “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including market risks, trends and uncertainties, and other risks and uncertainties more fully in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained in this FAQ. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

No Offer or Solicitation

This FAQ is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The issuance of the warrants has not been registered under the Securities Act, as the distribution of a warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and shelf registration statement containing a prospectus or prospectus supplement describing the terms of the warrants have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus carefully, including the Risk Factors section included and incorporated by reference therein.

This FAQ contains a general summary of the warrants. Please read the warrant agreement that is filed with the SEC, as it contains important information about the terms of the warrants.