DeFi Development Corp.: Form 10-K for the period ended Dec 31, 2025

OVERVIEW

DeFi Development Corp. ("we," "our," "DeFi Dev," "us," or the "Company") is a publicly traded company focused on building and managing a digital asset treasury strategy centered on the Solana blockchain ecosystem. We also provide an artificial intelligence (“AI”) 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.

During 2025, we pivoted our primary business strategy to the acquisition, long-term holding, and active management of Solana ("SOL") and SOL-related digital assets. Our treasury strategy includes accumulating SOL, locked SOL, liquid staking tokens such as dfdvSOL, and other SOL-denominated or SOL-native positions, and actively supporting the Solana ecosystem. We also operate and manage Solana validators and delegate our digital asset holdings with external validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.

We consider these our two operating segments:

• Digital Asset Treasury: focuses on executing and managing our treasury strategy. Also includes our owned and managed SOL validators. This segment continuously evaluates capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support the digital asset treasury strategy. The primary objective is to expand exposure to the Solana ecosystem over the long term.
• Real Estate Platform: operates our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other institutional capital providers.

RECENT BUSINESS DEVELOPMENTS

CHANGE OF CONTROL

We were originally formed as a limited liability company, Janover Ventures, LLC, on November 28, 2018, in the State of Florida and converted to a corporation as Janover Inc., incorporated in the State of Delaware on March 9, 2021.

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 5,100,424 shares of common stock of the Company (“Common Stock”), with each share of common stock entitled to one vote per share and representing approximately 51.0% of the Company’s 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 holders of Common Stock, unless otherwise prohibited by law. DeFi Dev LLC and NS Corp were previously unaffiliated parties to the Company. The transactions under the Purchase Agreement constituted a change in control of the Company.

On April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.”. Additionally, in April 2025, our board of directors adopted a new treasury policy, which updated our treasury management to include digital assets.

DIGITAL ASSET STRATEGY

In April 2025, we implemented a digital asset treasury strategy in accordance with our updated treasury policy to diversify our treasury holdings through the acquisition and management of digital assets. Our initial focus under this strategy is to accumulate and hold SOL, the native token of the Solana Network. We acquire SOL with cash on hand and from issuing debt or equity securities through capital raises, subject to market conditions. We do not currently maintain a specific target for the amount or type of digital assets we intend to acquire or hold, and we do not presently have plans to acquire a significant amount of any cryptocurrency other than SOL and SOL-related digital assets.

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.

Solana Network and SOL

Solana is a decentralized open-source Layer-1 blockchain optimized for speed, cost-efficiency, and scalability. No single entity owns or operates the network, which is maintained by the decentralized user base. It is an integrated, high-performance global network that enables fast, secure, and low-cost digital transactions. The network enables users to instantly send money globally through Solana Pay, trade digital assets, utilize smart contracts, and buy or sell fungible and non-fungible tokens at a fraction of a cent in fees.

The Solana Network was developed to solve scalability and transaction speed issues experienced with traditional blockchains by using an innovative blockchain architecture. This architecture combines Proof-of-History (“PoH”) with Proof-of-Stake (“PoS”) to reduce the time and overhead required for validators to reach consensus on transaction order. PoH is a digital timestamp mechanism that enables the network to track the time and order of transactions. PoH provides faster transaction processing speeds and larger transaction capacity than other blockchain networks like Bitcoin and Ethereum. PoS is used to incentivize SOL holders to validate transactions through staking. Users of the network initiate transactions that are timestamped, verified by validators and recorded on the blockchain ledger for a low transaction fee.

Transaction fees include base fees and priority fees. Each transaction includes a base fee, which is a fixed charge used to compensate validators. Users of the Solana Network may also pay an optional priority fee to expedite transaction validation during periods of increased network activity. All transaction fees are paid with the network’s native token, SOL, and a portion of each fee is permanently destroyed.

The native token is also used in staking, for participation in the network’s governance, and as payment to validators for securing the network and processing transactions.

The Solana Protocol was initially developed by Anatoly Yakovenko in a 2017 whitepaper with the first mainnet launched in March 2020. Development of the Solana Network is overseen by the Solana Foundation (the “Foundation”), a non-profit organization based in Switzerland, and Solana Labs, Inc. (“Solana Labs”), a Delaware corporation, which administered the initial launch of the network and token distribution. Although the Foundation and Solana Labs have some influence over the developmental direction of the Solana Network, changes to the protocol must be accepted by validators that collectively represent a supermajority (two-thirds) of the cumulative validations on the Solana blockchain.

Proof-of-Stake

As previously mentioned, the Solana Network utilizes a PoS consensus mechanism, which enables SOL token holders to earn rewards by participating in securing the network through a validation process commonly known as staking. Staking is performed by network node operators, known as validators, to ensure that transactions are verified and properly recorded on the blockchain network. In order to become a validator, each node operator must meet certain hardware and technical requirements, install Solana Network software protocols, and delegate SOL onto the validator. Validators are rewarded with newly minted SOL for staking on the Solana Network. The amount of rewards received varies and is based on the Solana Network’s annual inflationary rate of 4.2%, validator performance, and total SOL staked to the validator as compared to the total Solana Network. Generally, the greater the amount of SOL delegated, the higher the probability of being selected to validate transactions and earn rewards. To increase the probability of being selected, validators will offer staking services to institutions and individuals through crypto exchange platforms, such as Coinbase, and partnerships for a commission.

The Solana Network was created with economic incentives in place to discourage malicious behavior. While programmatic slashing, as implemented in other networks such as Ethereum, is not currently active on Solana, it may be introduced in the future. Currently, slashing on the Solana Network is determined through social consensus in response to network halts caused by validator misconduct or “safety violations.”

Staking is widely used as an alternative to proof-of-work (“PoW”) mining and is generally viewed as more energy-efficient and accessible, as it does not require specialized hardware or high electricity consumption. Instead, staking leverages ownership of digital assets to help secure the network and validate transactions.

Solana Tokeneconomics

The Solana Network protocol follows a declining inflationary model to reward validators. At network launch, the inflationary rate was approximately 8.0%. That rate declines by 15% each epoch-year, approximately 180 epochs (generally 365 calendar days), until it reaches a long-term terminal rate of 1.5%. As of December 31, 2025, Solana’s inflationary rate was approximately 4.2%. In addition to inflationary rewards, validator and delegator income includes transaction fees, priority fees, and maximal extractable value (“MEV”) captured by the network.

Solana Supply

The Solana Network launched with a circulating supply of 8.0 million SOL tokens, which has grown to 567.4 million SOL tokens as of December 31, 2025. SOL does not have a fixed maximum supply, with new SOL tokens introduced primarily through inflationary rewards distributed to validators and delegators. However, the Solana Protocol features a burn mechanism where a portion of all transaction fees is permanently destroyed, creating the potential for the network to become deflationary with sufficient usage. As of December 31, 2025, SOL had a market capitalization, according to Coinbase, of over $70.0 billion and an average daily trading volume of approximately $5.6 billion in 2025.

Solana Price

The price of SOL has historically been highly volatile and will likely continue to be volatile. SOL’s price may fluctuate significantly in a short period of time. The price of SOL is impacted by, but not limited to, the usage levels on the Solana Network, market speculation of SOL and the cryptoeconomy, and investment and trading activities of large investors that invest directly or indirectly in SOL. The price of SOL is also affected by interruptions in service from, closures or failures of major digital asset exchange platforms, such as FTX. The price of SOL may be adversely impacted by changes to the regulatory environment. We do not currently hedge our exposure to SOL price fluctuations, but may do so in the future.

Solana Use Cases

Solana Pay. Enables users to instantly send money globally. Solana Pay is an open-source protocol built on the Solana blockchain — anyone can build on or transact with Solana Pay. Per Solana’s website, as of December 31, 2025, Solana Pay had $695.0 million USDC in circulation on the network and over 280.0 thousand active daily accounts.

Decentralized Exchanges (“DEXs"). Enables users to trade digital assets through decentralized exchanges built on the Solana Network, such as Orca and Raydium. As of December 31, 2025, the average daily DEX volume was approximately $4.0 billion.

Smart Contracts. Enable users through platforms such as Jupiter and Kamino, to enter into lending, borrowing, and staking transactions. As of December 31, 2025, Jupiter was the current leader in total locked value on the Solana Network at $2.1 billion.

Fungible and Non-fungible Tokens (“NFTs”). Infrastructures built on the Solana Network, such as Metaplex, enable users to create, sell, and manage NFTs on the Solana blockchain. The Solana Network enables users to buy and sell fungible tokens that are integrated into the network, such as Circle’s USDC and Tether’s USDT. As of December 31, 2025, the current average daily NFT volume was approximately $0.7 million, and stablecoins had a market capitalization of approximately $14.9 billion.

Agentic AI Applications. Solana is emerging as a preferred settlement layer for autonomous AI agents due to its high throughput, sub-second finality, and ultra-low transaction costs, enabling seamless machine-to-machine payments, DeFi interactions, and onchain economic coordination at scale. As agentic AI ecosystems grow—facilitating tasks like automated trading, data verification, and cross-protocol orchestration—structural demand for SOL is expected to increase significantly as agents require frequent, efficient blockchain access. Research from DeFi Development Corp. estimates a base-case scenario of $27.0 billion in SOL demand driven solely by agentic finance applications in the coming years.

DESCRIPTION OF OUR BUSINESSES

DIGITAL ASSET TREASURY

OVERVIEW

The digital asset treasury segment executes and manages the Company’s treasury policy with the purpose of purchasing, holding and compounding our digital asset holdings through staking and operating validators. Revenue is primarily generated through delegating our digital asset holdings with external staking providers. We also generate revenue from operating five Solana validators, including the two validators we own.

External Staking

Our digital asset treasury strategy includes the delegation of SOL holdings to external validators with the objective of generating yield while supporting the Solana ecosystem validation process. 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 any commission fees. The amount of revenue received varies and is based on the Solana Network’s annual inflationary rate, validator performance, total SOL staked to the validator as compared to the total Solana Network and overall network conditions. The commissions that we pay, if any, for external staking services vary per validator, as each establishes its own rate.

All Solana validators have a bonding and unbonding period of one epoch, which lasts approximately three days. During the bonding and unbonding periods, and while staked, we are not able to withdraw or liquidate our staked SOL. The Solana protocol also imposes a limit on the total amount of SOL that can be staked or unstaked in a single epoch to prevent large and sudden network staking activity. We believe the illiquidity that may result from the previously mentioned items would have a minimal impact on our financial condition.

To date, we have not set a minimum or maximum amount of SOL holdings that may be staked to external validators. We intend to reinvest earned staking revenue into external staking platforms; however, we may from time to time monetize staking rewards for cash to fund operating and working capital requirements.

Validator

Our owned and managed validators participate in securing the Solana Network through creating and validating transactions on the blockchain, known as the PoS 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, the performance of owned and managed validators, and the amount of SOL that is delegated on the validators as compared to the Solana Network, which may include our own SOL holdings. As of December 31, 2025, we had approximately 0.4 million SOL tokens staked to our validators of which none represented our own holdings. We receive revenue for services provided at the end of each Solana epoch, which is less than three days, and may include staking rewards from our own SOL holdings. Our validator operations require us to actively manage hardware equipment and run software. These operating costs are de minimis, and do not materially impact the profitability of our validator operations.

To date, we have not set a minimum or maximum amount of SOL holdings that may be staked to our owned validators. We intend to reinvest earned validator revenue into our validators where it will continue to generate rewards and support validator operations; however, we may from time to time monetize staking rewards for cash to fund operating and working capital requirements.

DIGITAL ASSET ACQUISITION CHANNELS

To facilitate our staking program, we acquire SOL primarily through over-the-counter (“OTC”) and spot trading platforms, as well as from earning SOL from our validator operations. We also enter trading transactions for locked or vesting SOL blocks, as these are typically sold at prices lower than the current spot rate due to transfer restrictions.

COUNTERPARTY

Our primary trading and custodial counterparties include Payward Inc (“Kraken”), BitGo Trust Company, Inc. (“BitGo”), and Galaxy Digital Inc. (“Galaxy”), which safeguard our digital asset holdings and/or execute trading on our behalf. Management performs due diligence reviews and selects counterparties that offer institutional-level services and products, are insured and regulated, have implemented strict security protocols, and have proven regulatory compliance.

We use Kraken hot wallets, which are wallets connected to the internet and allow transaction broadcasting, to execute approximately 95% of our Solana spot trading transactions. Kraken has entities registered as money service businesses with the Financial Crimes Enforcement Network (“FinCEN”), is licensed as a money transmitter in various states across the U.S. and chartered as a Special Purpose Depository Institution by the Wyoming Division of Banking. Kraken’s terms of service, as stated on their website, are open-ended and may be terminated by either party without prior notice.

We have a custody agreement with BitGo, under which BitGo provided to us customary qualified custody services. BitGo Trust is a South Dakota trust company licensed to act as a custodian, safeguarding approximately 20%-50%, depending on trading and staking activity, of our SOL holdings in segregated cold wallets, which are wallets that are offline and generally used for storage solutions. BitGo wallets are supported by a $250 million insurance policy issued by a syndicate of insurers in the Lloyd’s of London and European Marketplace.

We use Galaxy’s institutional product, GalaxyOne Institutional (“GalaxyOne”), which, depending on trading and staking activity, holds approximately 20%-40% of our SOL holdings in a hot wallet. GalaxyOne provides a gateway for institutions to trade, custody, stake, and manage digital assets. It is operated under GalaxyOne Prime LLC (“GalaxyOne Prime”), a FinCEN-registered money service business. GalaxyOne Prime partnered with Paxos Trust Company, LLC to custody digital assets on behalf of its clients. Paxos is a New York State-chartered trust company, overseen by the New York Department of Financial Services. GalaxyOne Prime’s terms of service, as stated on their website, are open-ended and may be terminated by either party without prior notice.

NETWORK AND TECHNOLOGY

Our digital asset treasury operations are dependent on the continued development, adoption and functionality of the Solana Network. Changes to the Solana Network, including upgrades, protocol changes and governance decisions, may impact staking mechanics, reward rates, validator economics or network participation requirements.

Our staking operations rely on external service providers to operate validator infrastructure, monitor performance, manage staking activities and safeguard delegated digital assets. These external staking service providers are subject to risks associated with cybersecurity attacks, network disruptions and evolving technical standards.

Operating our owned validators requires us to actively manage hardware equipment and run software. We monitor and periodically enhance our validator infrastructures to ensure compatibility with the Solana ecosystem. Our owned validators are also subject to risks associated with cybersecurity attacks, network disruptions and evolving technical standards.

COMPETITION

Our digital asset treasury strategy segment operates in a highly competitive and ever-changing crypto landscape and faces significant competition, including but not limited to, larger digital asset treasury companies, digital asset trading platforms, and independent validator operators. The cryptoeconomy is continuously expanding, and we expect to face competition from new entrants in the future as the adoption of digital assets continues to grow.

SEASONALITY

Results for our validators may be subject to cyclical impacts related to period-over-period variability as Solana epochs may not coincide with calendar days, months, or years. Network activity, staking participation, transaction volumes and digital asset prices may be impacted by broader market conditions, protocol changes, investor sentiment, and macroeconomic factors which may vary our digital asset treasury segment results from period to period.

REAL ESTATE PLATFORM

OVERVIEW

We have developed a 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, REITs, debt funds, and other financial institutions looking to deploy capital into commercial mortgages. The platform connects borrowers to our internal capital markets advisors who guide the borrower through the process and connect them with the right loan product and lender.

As previously announced, in September 2025, we disposed of Janover Pro (“JPro”), one of our technology and software as a service platforms (“SaaS”), which provided users detailed information about lenders based on user criteria and allows them to connect directly with those lenders to secure financing.

Platform

The real estate segment derives its revenue primarily from platform fees. Platform fees include referral and advisory fees generated from multifamily and commercial real estate and small business debt transactions. We earn platform revenue from fees charged to our customers that utilize our platform and our capital markets advisor sales team, who will assist in the match between 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 also derive revenue from our SaaS offering for real estate investors raising equity, through the Company’s wholly owned subsidiary, Groundbreaker Tech Inc. The SaaS offering, rebranded as Janover Connect, streamlines the capital raising process by providing a professional investor portal where potential investors can analyze opportunities, sign documents, make investments, and track their investment portfolios. This SaaS offering is subscription based, generally over a period of one year, and the majority is paid monthly.

Our platform provides tools to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Capital Markets), insurance (Janover Insurance), and equity (Janover Connect, Janover Engage).

NETWORK AND TECHNOLOGY

Our real estate platform operations are dependent on the functionality of our lender and borrower data sources and our customer relationship management which are both powered by HubSpot. Our Janover Connect SaaS offering is a developed technology which utilizes the Amazon Web Services platform. These platforms may be subject to risks associated with cybersecurity attacks, network disruptions and evolving technical standards.

COMPETITION

We believe there are three categories of competitors for our real estate platform which include: commercial mortgage brokers, commercial mortgage lenders, and established technology companies such as LendingTree, Upstart, and NerdWallet that currently focus on consumer, residential and small business finance.

SEASONALITY

The commercial real estate market tends to be seasonal in nature, with the first and fourth fiscal quarters being more active than the second and third fiscal quarters. Such fluctuations have to be considered by investors since quarterly results may not be indicative of the segment’s fiscal year results.

GOVERNMENT REGULATIONS

DIGITAL ASSET TREASURY

Our digital asset treasury segment operates in a complex and constantly evolving regulatory environment. It is subject to various federal, state and local laws and regulations in the United States as well as the laws of other jurisdictions in which we may be deemed to do business. The laws and regulations that we are primarily subject to include securities laws and laws applicable to digital asset and cryptocurrency activities established by the relevant jurisdictions, and failure to comply with such laws (both those currently in effect and future legislation) could expose us to fines and penalties under such laws.

Regulatory authorities, including the SEC, the Commodity Futures Trading Commission (“CFTC”), the U.S. Department of the Treasury, and the Internal Revenue Service (“IRS”), may determine that certain digital assets, staking arrangements, validator activities or related economic interests constitute securities, commodities or other regulated financial instruments. In addition, the U.S. Congress is considering comprehensive market structure legislation for digital assets, which may define digital assets in a manner that would result in heightened regulatory requirements. Any such regulatory or legislative changes could subject us to additional registration, disclosure, compliance or reporting requirements, restrict our ability to hold or stake digital assets, or require changes to our business model.

SECURITIES AND INVESTMENT COMPANY REGULATION

We are subject to the Securities Act and the Exchange Act with respect to our public reporting obligations and securities transactions. We monitor our activities for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and believe that our digital asset holdings and validator operations are conducted in furtherance of our operating business and treasury management strategy, rather than as an investment company engaged primarily in investing or trading securities.

However, the application of the Investment Company Act and related securities laws to digital asset treasury companies is subject to evolving regulatory interpretation. An adverse determination could require us to restructure our operations, limit the composition of our assets, or register under one or more regulatory regimes.

In March 2026, the SEC issued an interpretation regarding the application of Federal securities laws to certain types of crypto assets (the “Crypto Asset Interpretation”). The SEC’s interpretation confirmed that the SEC views digital commodities, including SOL, as commodities and not as securities. The interpretation also discusses situations in which a non-security digital commodity could become subject to an investment contract that is a security.

STAKING AND VALIDATOR OPERATIONS

We operate validators and participate in the Solana Network's PoS consensus mechanism by staking SOL. Validator operations are governed by protocol-level rules and subject to network-specific requirements relating to performance, uptime and participation. Future laws, regulations, or enforcement actions could impose additional compliance obligations, restrict staking activities, or subject validator operations to licensing or registration requirements. Changes in protocol or regulatory rules could adversely affect the operational results of our validator operations. Additionally, regulators have increasingly scrutinized staking activities, specifically relating to external service providers marketing it as a yield-generating product.

TAXATION

The U.S. federal income tax treatment of digital assets, including staking rewards and validator income, remains subject to limited guidance and evolving interpretation. The IRS has issued guidance addressing certain aspects of digital asset taxation, but additional guidance or legislative changes could affect the timing, character, or amount of taxable income we recognize. Changes in tax laws or interpretations could materially affect our effective tax rate and results of operations.

CYBERSECURITY AND DATA PROTECTION

Our operations depend on secure digital infrastructure and key management systems. We are subject to federal and state laws and regulations relating to data protection, cybersecurity, and the safeguarding of sensitive information. Cybersecurity incidents, security breaches, or failures of internal controls could result in regulatory scrutiny, enforcement actions, financial loss, or reputational harm.

REAL ESTATE PLATFORM

Our real estate platform segment is subject to various federal, state and local laws and regulations in the United States. The real estate platform segment generally operates as a SaaS platform and does not originate loans, underwrite insurance, act as a broker-dealer, or provide investment advice. Laws and regulations that we may be subject to include financial service and lending-related regulations, data privacy, cybersecurity, customer protection, intellectual property and technology regulations.

MARKET REGULATION

Our equity marketplace platform is designed to support offerings conducted pursuant to Rule 506(c) of Regulation D under the Securities Act by enabling issuers to market offerings to accredited investors and providing tools to showcase such offerings. We do not structure offerings, negotiate terms, provide investment recommendations, determine investor suitability, or receive transaction-based compensation tied to securities transactions. We believe these structural safeguards are designed to avoid classification as a broker-dealer under the Exchange Act or as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). However, regulatory interpretations in this area are subject to change, and regulators may assert that certain activities require registration or additional compliance obligations.

Our real estate syndication software and investor portal facilitates administrative functions, including investor communications, document sharing, and capital administration. While we do not act as an issuer, placement agent, or investment adviser, the use of our platform by customers in connection with securities offerings may subject us to regulatory scrutiny under federal and state securities laws.

LOAN MARKETPLACE AND FINANCIAL SERVICES REGULATION

Our online loan marketplace platform provides a technology-enabled matching service that allows borrowers and brokers to identify potential lenders for multifamily and commercial real estate loans. We do not originate loans, make credit decisions, underwrite loans, or extend credit. Nevertheless, our activities may implicate federal laws and regulations applicable to financial services technology platforms, including consumer protection, data security, and anti-money laundering regulations, depending on the nature and scope of platform functionality.

Although our loan marketplace primarily serves commercial and multifamily customers rather than consumers, certain federal consumer protection laws, including the Consumer Financial Protection Act and regulations enforced by the Federal Trade Commission (“FTC”), may apply to our marketing practices, disclosures, and handling of customer information.

INSURANCE REGULATION

Our insurance technology subsidiary operates in a regulatory environment governed primarily by state insurance laws pursuant to the McCarran-Ferguson Act. In addition, our insurance-related operations are subject to applicable federal laws, including federal consumer protection statutes and data privacy and security requirements.

DATA PRIVACY AND CYBERSECURITY

Our operations involve the collection, processing, storage, and transmission of sensitive business, financial, and personal information. Accordingly, we are subject to various federal data privacy and cybersecurity laws and regulations, including the Gramm-Leach-Bliley Act and the FTC Safeguards Rule, as well as state privacy and data protection laws. We maintain administrative, technical, and physical safeguards designed to protect customer information and mitigate cybersecurity risks. However, cybersecurity threats are rapidly evolving, and no system can be completely secure.

ARTIFICIAL INTELLIGENCE AND EMERGING TECHNOLOGY REGULATION

Our AI-platform is designed to analyze and synthesize information related to commercial real estate capital markets. While there is currently no comprehensive federal regulatory framework governing artificial intelligence, our use of AI technologies is subject to existing laws and regulations relating to consumer protection, data privacy, intellectual property, and unfair or deceptive acts or practices. Regulatory scrutiny of artificial intelligence technologies continues to increase, and future legislation or regulatory guidance could impose additional compliance obligations or restrict certain uses of AI.

HUMAN CAPITAL

As of December 31, 2025, we had a total of 16 full-time employees.

AVAILABLE INFORMATION

Our internet address is www.dfdv.com (http://www.dfdv.com). From time to time, we may use our investor relations site and other online and social media outlets, including http://youtube.com/@defidevcorp and http://x.com/defidevcorp, as a means of disclosing information about the Company, including information that could be deemed to be material to investors.

Our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, if any, are available free of charge on our investor relations website, http://defidevcorp.com/investor, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

The information found on these websites is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC.

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 new legislation, or change in regulatory interpretation of existing law, may adversely affect 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 Solana developer community and whether people continue to engage in building;
• the recruitment or departure of key personnel within the Solana ecosystem;
• downtime and congestion of the Solana Network;
• changes in staking rewards or validator incentives in the Solana 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;
• the inclusion, exclusion or deletion of our Common Stock from any trading indices;
• issuance of new or updated research or reports by securities analysts;
• sales of our Common Stock and other securities by us or our stockholders;
• general economic, industry and market conditions in the cryptocurrency industry and broader macroeconomic trends related to the digital asset industry; and
• the other factors described in this ‘‘Risk Factors’’ section and in the “Risk Factors” section of our other SEC filings.

Our management may invest or otherwise use the proceeds of any offering by the Company in ways with which you may not agree or in ways that may not yield a return.

Our management will have broad discretion in the application of the net proceeds from any offering by the Company and could use the proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our Common Stock to decline and delay the development of additional products and services or our pursuit of our new SOL strategy. Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income or that loses value. We will not receive any proceeds from sales by the Selling Stockholders.

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 maintain substantially all of our proprietary digital asset holdings 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 would 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 and expense, 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 commodities. If digital assets or related activities, such as staking arrangements, are determined to constitute investment contracts, and therefore securities, 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 external 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 external 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, external 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 acceptable contracts with us and other companies that engage in similar treasury strategies with digital assets. This could have a number of adverse impacts 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 Investment Company Act, a company generally will be deemed to be an “investment company” for purposes of the Investment Company 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 Investment Company Act, and are not registered as an “investment company” under the Investment Company Act.

In the Crypto Asset Interpretation, the SEC concluded that SOL is not a “security” for purposes of the federal securities laws. The Crypto Asset Interpretation also identified situations in which a digital commodity, such as SOL, could become subject to an investment contract that would be 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 or that SOL that we hold is subject to an investment contract and therefore is a security could lead to our meeting the definition of “investment company” under the Investment Company Act, if the portion of our assets that consists of investments in securities exceeds the 40% limit prescribed in the Investment Company 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 either do not fall within the definition of “investment company” under the Investment Company Act or would qualify under one of the exemptions or exclusions provided by the Investment Company Act and corresponding SEC rules. If SOL is determined to be a security for purposes of the federal securities laws or SOL that we hold is determined to be subject to an investment contract, we would take steps to reduce our holdings of SOL or such SOL that is subject to investment contracts 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 Investment Company 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 Investment Company 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 Investment Company 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 Investment Company Act, then we would have to register as an investment company, which would 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 would 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 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 companies or investments managed by investment advisers subject to the provisions of the Advisers Act.

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 are 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 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-party 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-party 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 remote work arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the conflicts in Ukraine, the Middle East or elsewhere, 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-party services on which we rely, could materially and adversely affect our financial condition and results of operations.

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 or CFTC 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.

Due to collateralization of leveraged digital asset financing strategies, declines in the market price of the underlying digital asset may result in a reduction in the value of posted collateral. If the value of such collateral falls below required thresholds, we may be subject to margin calls, forced liquidation or required to post additional collateral. In volatile market conditions, we may be unable to meet such requirements in a timely or cost-effective manner, resulting in liquidation of positions at unfavorable prices.

Additionally price volatility in digital assets, has historically been significant and unpredictable, and sudden and severe market movements could result in substantial or total loss of leveraged positions. We may also incur losses if the interest or fees associated with these leveraged borrowings exceeds the returns generated by the additional digital assets acquired, particularly in periods of declining prices in digital assets.

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

The Solana Network is a high-throughput Layer-1 blockchain with architectural features that differ 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 Solana Network. Historically, the Solana Network has suffered network outages, slow operations and validator coordination failures. If such challenges were to persist, the confidence of the Solana development community and its users will be adversely affected, which could cause a rapid decline in the value of SOL. In addition, Solana’s consensus mechanism (PoH combined with PoS) 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 Solana Network and our holdings.

Solana 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 an erosion of the integrity of the Solana Network. In particular, Blue Moose Systems, a Solana validator that we have acquired, is one of the top-performing Solana validators that also controls a significant share of stake on SOL, which presents additional centralization risk.

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 Solana Foundation and core development team.

The Solana Network is more centralized than other blockchain protocols such as Bitcoin and Ethereum. The Solana Foundation and a relatively small group of core developers play a significant role in the governance, maintenance, and technical direction of the Solana 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 Solana network will be significantly affected and would result in a material adverse impact on the value of SOL. Further, if the Solana 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 Solana 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. Solana 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 Solana’s core technology stack is outdated or less attractive compared with other Layer-1 networks, Solana may be considered technologically obsolete by the next-generation of protocols. The decline in the Solana 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 the subject of debate and regulatory attention. Under current guidance by the IRS, staking rewards are generally treated as ordinary income upon receipt. However, the Company has taken a position for tax purposes that inflationary rewards (i.e., new SOL tokens minted by the Solana Protocol) are not required to be recognized as income upon receipt, but rather upon use or disposal. This conclusion is based on the view that generally the Internal Revenue Code provides that gross income from dealings in property is recognized at the time of disposition rather than at the time of acquisition. Accordingly, the Company is taking the position that it is not required to recognize income on inflationary rewards until such time that they are used or disposed. 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 additional tax liabilities.

A majority of our Real Estate Platform revenue is derived from transaction fees, which are not long-term contracted sources of recurring revenue and are subject to external economic conditions and declines in those engagements could have a material adverse effect on its financial condition and results of operations.

Our Real Estate Platform segment historically has earned principally all of its revenue from success fees when transactions close on the platform or through a match it curated. We expect that our segment will continue to rely heavily on revenue from these sources for substantially all of its revenue for the foreseeable future. A decline in the number of transactions completed or in the value of the commercial real estate it finances could significantly decrease our revenues, which would adversely affect our business, financial condition and results of operations.

Our Real Estate Platform segment faces risks in its electronic payment services business that could adversely affect its business and/or results of operations.

Our electronic payment services business facilitates the processing of inbound and outbound payments for our SaaS customers. These payments are settled through our sponsoring clearing bank, licensed money transmitters, card payment processors and other third-party electronic payment services providers that we contract with from time to time. With respect to these service providers, we have significantly less control over the systems and processes than if we were to maintain and operate those systems and processes ourselves. In some cases, functions necessary to our business are performed on proprietary external systems and software to which we have no access. Our segment also generally does not have long-term contracts with these service providers. Moreover, we rely on a limited number of external electronic payment services providers and, in some instances, do not have a backup provider in place for a specific service. Accordingly, the failure of these service providers to renew their contracts with us or to fulfill their contractual obligations and perform satisfactorily could result in significant disruptions to our operations and adversely affect our operating results.

Our segment is and will continue to be subject to risks arising from or related to the settlement of payment transactions, including with respect to prefunding and chargeback requests as well as human or processing errors. Users are ultimately responsible for fulfilling their obligations to fund transactions; however, in instances where there are returns or chargebacks, we attempt to collect these funds from our customers. If we were unable to collect such amounts from our customers, we bear the risk of loss for the amount of the return or chargeback. While we have not experienced material losses resulting from payment returns or chargebacks in the past, there can be no assurance that we will not experience significant losses in the future. Any increase in returns or chargebacks that we are not able to recover from our customers may adversely affect our financial condition and results of operations. In addition, if transactions or settlement reconciliations are not performed timely or are inaccurate due to human or processing errors, we could experience significant financial loss that could have an adverse effect on our business and operating results.

Our electronic payment services business also exposes us to risk in connection with theft, fraud and other malicious activity by our employees, external service providers’ employees, or external parties who improperly gain access to our systems or our customers’ systems. In the event of such activity, we may incur liability to compensate our customers, our customers’ stakeholders, or external electronic payment service providers for losses incurred. While we take reasonable measures to secure our systems and payments infrastructure, it is not possible to entirely eliminate the risk of intentional wrongdoing. In the past, third-party bad actors have gained improper access to our systems and our customers’ systems and we experienced financial loss as a result. If external bad actors again gain access to our systems or our customers’ systems, or our employees or external service providers’ employees misuse our payment systems for malicious purposes, we could experience material financial loss that may affect our operating results.

RISK MANAGEMENT AND STRATEGY

We maintain cybersecurity risk management processes designed to identify, assess and manage material risks from cybersecurity threats to our information systems, digital assets and business operations guided by the ISO/IEC 27001 information security management systems standard. We periodically evaluate and update our security measures as appropriate. We also consult with external parties on our risk management and strategy.

Our cybersecurity risk management processes are integrated into our broader enterprise risk management framework, which is intended to address risks associated with private key management, validator operations and network participation, smart contracts, staking, trading, customer information and risks arising from our reliance on external service providers.

The Company’s cybersecurity risk management processes include, among other things:

• the use of external institutional digital asset custodians for the storage of substantially all of our digital assets, rather than self-custody;
• contractual arrangements with custodians that include security, compliance and reporting obligations;
• internal policies and procedures governing access controls, authentication, and segregation of duties for systems that interface with digital assets or financial reporting;
• monitoring of cybersecurity developments and threat environments relevant to digital asset markets and financial systems, and
• monitoring of validator uptime, network activity, and system performance to identify anomalies or potential threats

We also have a vendor risk assessment process which includes, but is not limited to, due diligence, contractual provisions and ongoing oversight, where appropriate. However, we do not control cybersecurity practices of external parties, and any failure or breach of such external parties could adversely affect us.

Despite these efforts, cybersecurity risks cannot be eliminated, and our processes may not be effective in preventing or detecting all cybersecurity incidents.

Refer to “Item 1A. Risk factors” in this Annual Report for additional information about cybersecurity-related risks.

GOVERNANCE

Our Board of Directors considers cybersecurity risk as part of its broader risk oversight function and has delegated oversight to the Audit Committee of the Board. The Audit Committee reviews management’s implementation of our cybersecurity risk program and receives, at least annually, a report from management on our cybersecurity risks. Management will also update the Audit Committee, as needed, regarding any cybersecurity incidents.

We do not maintain a designation function or role with the primary responsibility for cybersecurity risk. Instead, it is a shared responsibility across our entire management team. Management is responsible for implementing and executing our information security strategy and structure, including securing digital assets held on our validators and those held at external custodians and exchanges, securing customer data and monitoring owned and managed validator activity. Management’s day-to-day responsibilities include, among others, the identification, monitoring and management of cybersecurity risks of our information systems, digital asset custodians and our real estate product platforms. Management also consults with external consultants, as needed, with experience and expertise in cybersecurity risk management strategies, execution and operations with operational technology security and cybersecurity incident response.

CYBERSECURITY INCIDENTS

In 2025 and 2024, there were no material cybersecurity incidents on or conducted through our information systems and, as of the date of this Annual Report, we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.

The Company operates under a remote-first business model and does not maintain significant leased or owned real property. Substantially all of our employees perform their duties remotely from various geographical locations.

Our principal executive office is located in Boca Raton, Florida at 6401 Congress Avenue, Suite 250, and serves as our registered corporate address and principal place of business for legal, administrative and regulatory purposes.

We believe that our current facilities and remote infrastructure are adequate to support our operations and that suitable additional space will be available on commercially reasonable terms if required in the future.

The information set forth under Note 16—Commitments and Contingencies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, is incorporated herein by reference.

You should read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the audited consolidated financial statements and the related notes that appear in this Annual Report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.

This Management's Discussion and Analysis of Financial Condition and Results of Operations centers on a discussion of 2025 results as compared to 2024 results.

OVERVIEW

OUR COMPANY AND OUR BUSINESS

During 2025, we pivoted our primary business strategy to the acquisition, long-term holding, and active management of SOL and SOL-related digital assets. Our treasury strategy includes accumulating SOL, locked SOL, liquid staking tokens such as dfdvSOL, and other SOL-denominated or SOL-native positions. We also operate Solana validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.

We continuously evaluate capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support our digital asset treasury strategy. Our objective is to expand our exposure to the Solana ecosystem over the long term.

In addition to our digital asset treasury operations, we continue to operate our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, REITs, debt funds, and other institutional capital providers.

As a result of expanding our treasury strategy we consider these our two operating segments: “Digital Asset Treasury” and the “Real Estate Platform”.

2025 SIGNIFICANT DEVELOPMENTS

The following are the more significant developments in our business during 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 an 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 $3.6 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 $172.0 million and repaid $85.7 million.
• On October 27, 2025 the Company issued approximately 3.9 million of warrant dividends.
• We repurchased a total of 2.0 million shares of our common stock for $11.5 million under our stock repurchase program.

SELECTED CONSOLIDATED OPERATING RESULTS

(in thousands)

Consolidated Revenue

Our consolidated revenue increased $9.3 million, or 442.2%, in 2025 compared to 2024 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 Net Loss (Gain) on Digital Assets

Consolidated net loss (gain) on digital assets was $27.0 million in 2025 primarily due to impairment charges of $36.8 million driven by liquid staking tokens and declines in the fair value of SOL relative to the U.S. Dollar, which was partially offset by realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens.

Consolidated Operating Expenses

Our consolidated operating expenses increased $15.7 million, or 307.4%, in 2025 compared to 2024 primarily due to general and administrative expenses related to professional fees for legal and accounting services, employee-related costs and due to a $2.0 million loss on the disposition of JPro at our real estate platform segment.

The following graphs illustrate the primary components contributing to the change in consolidated operating expenses in 2025 compared to 2024 as well as consolidated general and administrative expenses.

Consolidated Operating Expenses ($ thousands) Consolidated General & Administrative Expenses ($ thousands)

Consolidated Interest Expense

Consolidated interest expense was $8.9 million in 2025, which was primarily comprised of $5.0 million attributable to the July 2030 convertible notes, $2.0 million attributable to our April 2030 convertible notes and $1.8 million attributable to borrowing fees related to digital asset financing arrangements.

The following graph illustrates the primary components contributing to the change in interest expense in 2025 compared to 2024.

Consolidated Interest Expense ($ thousands)

Consolidated (Loss) Gain From Derivative Instruments

Our consolidated (loss) gain from derivative instruments was $19.8 million in 2025, and included losses of $38.5 million related to declines in the fair value of collateral related to our digital asset financing arrangements, which was partially offset by $18.8 million of gains related to declines in the fair value of our digital asset financing arrangements.

Consolidated Investment and Other (Expense) Income, Net

Consolidated investment and other (expense) income, net decreased $9.0 million in 2025 compared to 2024 primarily due to $5.2 million of commitment fees related to an equity line of credit and $3.9 million of losses related to our investments, which was partially offset by interest and options trading income.

Consolidated Net (Loss) Income

We had a consolidated net loss of $73.8 million in 2025 compared to a consolidated net loss of $2.7 million in 2024 primarily due to impairments on our liquid staking tokens, increases in operating expenses related to general and administrative expenses and losses from our derivative instruments.

SEGMENT OPERATING RESULTS

Our segment operating results are presented based on how management evaluates operating performance and internally reports financial information. See Note 5—Segments, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, 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 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 do not currently maintain a specific target for the amount or type of digital assets we intend to acquire or hold, and we do not presently have plans to acquire a significant amount of any cryptocurrency other than SOL. From time to time, management may evaluate potential opportunities to acquire or hold other digital assets, which would depend on a variety of factors including but not limited to, market conditions, risk considerations and any necessary approval through our governance process.

Our operating results and financial condition is and will continue to be impacted by price volatility in digital asset markets, specifically SOL, 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 its annual inflationary rate.

(in thousands)

Revenue

Revenue was $9.2 million in 2025 which was primarily driven by rewards earned from staking our digital asset holdings and to a lesser extent from operating our owned and managed validators.

Operating Expenses

General and Administrative

General and administrative expenses in 2025 was $13.1 million, which was primarily driven by $5.5 million of professional fees for legal and accounting services and $5.3 million of employee-related costs.

Net Loss (Gain) on Digital Assets

Net loss (gain) on digital assets generated in 2025 was $27.0 million, which primarily reflects $36.8 million of impairments driven by liquid staking tokens and losses due to declines in the fair value of SOL relative to the U.S. Dollar, which was partially offset by realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens.

REAL ESTATE PLATFORM

We have developed a 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, REITs, debt funds, and other financial institutions looking to deploy capital into commercial mortgages. The platform connects borrowers to our internal capital markets advisors who guide the borrower through the process and connect them with the right loan product and lender.

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. We earn platform revenue from fees charged to our customers that utilize our platform and our capital markets advisor sales team, who will assist in the match between 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.

Our data and software offerings are generally offered on a subscription basis. 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), and equity (Janover Connect, Janover Engage).

(in thousands)

Revenue

Real estate revenue increased $98.0 thousand, or 4.7%, in 2025 compared to 2024 primarily due to increased SaaS subscription revenue, partially offset by a decrease in our platform revenue. SaaS subscription revenue in 2025 was approximately $1.3 million, compared to $480.0 thousand for the same period in the prior year, an increase of 172.2%. We expect our SaaS subscription revenue to decline in fiscal 2026, after the sale of the JPro business unit in September 2025, which represented the majority of our subscription revenue in fiscal 2025.

Operating Expenses

Research and Development

Research and development expenses decreased $185.0 thousand, or 28.2%, in 2025 compared to 2024 primarily due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro.

General and Administrative

General and administrative expenses decreased $1.4 million, or 52.5%, in 2025 compared to 2024 due to a reduction in employee-related costs, related to contractors, resulting from the disposition of JPro.

Loss on the Disposition of Janover Pro

We incurred a $2.0 million loss in 2025, resulting from the disposition of the assets and liabilities of JPro. See Note 7—Acquisitions and Dispositions, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.

(Gain) From Changes in Fair Value of Contingent Consideration

In 2025, we recognized a gain of $179.0 thousand on contingent consideration related to the Groundbreaker acquisition. The gain was a result of fair value changes due to lower revenue projects, which determined that the milestones under the terms of the agreement could no longer be achieved.

LIQUIDITY AND CAPITAL RESOURCES

(in thousands)

We rely substantially on access to equity and debt capital markets, digital asset financing arrangements and inflows generated from participation in the Solana ecosystem, including staking rewards, our validator operations and other Solana protocol-level incentives, to fund working capital needs, interest payments related to our convertible notes and other financial obligations.

We believe that the sources of liquidity discussed below are and will be sufficient in both the short and long term to meet our working capital requirements and future obligations.

SOURCES OF LIQUIDITY

Principal Sources of Liquidity

In 2025, our principal sources of liquidity consisted of cash and cash equivalents, marketable securities and accounts receivable.

• Cash and cash equivalents: represents our most immediately available source of liquidity and consisted of demand deposits and money market instruments.
• Marketable securities: consist of publicly-held equity securities, which are held at fair value and may be liquidated to generate cash, subject to market conditions.
• Accounts receivable: represents amounts due from customers that are expected to be collected and is impacted by the timing of collection.

Potential Sources of Liquidity

Equity Line of Credit

On June 11, 2025, we entered into a share purchase agreement that provided us with an equity line of credit (“ELOC”), where we have the right, but not the obligation, to sell up to $1.0 billion of our common stock over a 36 month period, subject to the terms and conditions of the agreement. We may request a one-time increase in the commitment amount up to an aggregate of $5.0 billion, subject to certain conditions.

The amount and timing of proceeds are at our discretion and are dependent on several factors, including the market price and trading volume of our common stock, current market conditions and compliance with contractual and regulatory limitations. Although the ELOC represents a significant potential source of liquidity, it does not constitute a committed source of cash, and we may not be able to access the facility on favorable terms, or at all, at the times or in the amounts desired.

During periods when market conditions are favorable, we expect to utilize the ELOC as an important component of our external liquidity strategy to fund working capital requirements, strategic initiatives and digital asset treasury activities. As of December 31, 2025, approximately $933.4 million remained available under the ELOC, subject to the terms and conditions of the agreement. See Note 11—Stockholders’ Equity, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.

Digital Assets

As of December 31, 2025, our digital asset holdings were $181.8 million, and had an aggregate fair value of $184.1 million (using exchange rates as of the balance sheet date), of which $76.9 million is unencumbered, and may be sold to generate liquidity. Management may from time to time, if necessary, and subject to crypto market conditions, monetize the digital assets we receive from staking activities and validator operations to meet liquidity needs. See Note 6—Digital Assets, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.

CASH FLOWS

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

(in thousands)

Net cash used in operating activities was $18.0 million in 2025 primarily due to payments for professional services and employee-related costs and payments for interest on our debt, which was partially offset by timing of our accounts payable.

Net cash used in investing activities was $221.5 million in 2025 primarily due to purchases of SOL and settlement of option contracts, which was partially offset by sales of digital assets.

Net cash provided by financing activities was $242.9 million in 2025 due to proceeds received from our convertible note offerings, proceeds from the issuance of our common stock and proceeds received from pre-funded warrants, which were partially offset by the payment for a prepaid forward stock purchase as part of our July 2030 convertible notes offerings and repurchases of shares of our common stock under our share repurchase program.

OBLIGATIONS

The following table summarizes payments due for our obligations by fiscal year as of December 31, 2025:

(in thousands)

Short-Term Obligations

Our short-term obligations include working capital requirements, short-term debt, digital asset financing arrangements, interest payments related to our 2030 convertible notes and an ELOC commitment fee.

• Short-term debt: In April 2025, we financed a portion of insurance premium related to Director and Officer insurance, payable over ten months with a contractual interest rate of 7.1%.
• Digital asset financing arrangements: During 2025, we entered into several digital asset financing arrangements where we borrowed SOL, with annual contractual borrowing fees ranging from 12.5% to 13.0% payable on the loan maturity date. These arrangements require us to provide collateral denominated in SOL with initial levels of 250% to 300% of the total loan value and must maintain a minimum collateral coverage of 200%. If the value of the posted collateral falls below this threshold we may be required to post additional SOL. If the collateral coverage declines to 150% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. Repayments of our digital asset financing arrangements is required to be settled in SOL. Our ability to repay the loans and comply with collateral requirements is subject to availability of SOL in our digital asset treasury and the fluctuations in the price of SOL. See Note 10—Derivatives, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.
• Interest payments on long-term debt: Under the terms of our 2030 convertible notes, we are required to make periodic interest payments. The April 2030 convertible notes have an interest rate of 2.5%, which accrues daily and is required to be paid quarterly in arrears on March 31, June 30, September 30 and December 31 each year. Our July 2030 convertible notes have an interest rate of 5.5%, which is calculated based on a 360-day year and is required to be paid semi-annually in arrears on January 1 and July 1 of each year. See Note 9—Debt, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.
• ELOC commitment fee: Under the terms of the ELOC agreement, we agreed to pay a commitment fee of $12.5 million over a twelve month period, in the form of our common stock. See Note 11—Stockholders’ Equity, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.

Long-Term Obligations

Our long-term obligations include outstanding principal repayments of our long-term debt and interest payments related to that debt, as well as funding commitments under a revolving credit facility to our equity method investee.

• Long-term debt: The outstanding principal balance on our convertible notes have maturity dates of April 6, 2030 and July 1, 2030. As of December 31, 2025, the outstanding principal balances on these convertible notes were $11.5 million and $122.5 million, respectively. See Note 9—Debt, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.
• Revolving credit facility: On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the “Revolver”) with our equity method investee. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver.

SHARE REPURCHASES AND DIVIDENDS

In November 2023, our Board of Directors authorized a share repurchase program that provided for the repurchase of up to $1.0 million of our common stock, with no expiration from the date of authorization. In September 2025, our Board of Directors authorized an increase to the current share repurchase program up to $100.0 million. As of December 31, 2025, we had $88.5 million remaining under the authorization.

We expect to repurchase additional shares of our common stock under the authorization in the open market or in private transactions. The timing, method, and amount of future repurchases will be determined by management based on its evaluation of market conditions and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be modified, suspended, or discontinued at any time.

In October 2025, our Board of Directors declared a special dividend of warrants to holders of record as of October 23, 2025. Each holder of record received one warrant for each ten shares of common stock held as of the record date with an exercise price of $22.50 per share until January 21, 2028. We do not expect to continue to distribute dividends but may do so in the future, subject to approval by our Board of Directors.

The following charts summarize stock repurchases and distributed dividends and weighted-average common shares outstanding on a diluted basis for 2025 and 2024.

Stock Repurchases Under Share Repurchase Program and Distributed Dividends ($ thousands) Diluted Weighted-Average of Common Shares Outstanding (in thousands)

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect our reported financial condition and results of operations. We base our estimates on historical data and various other assumptions that management believes to be reasonable given the facts and circumstances. Actual results may differ significantly from these estimates and assumptions and may affect future results of our financial condition and results of operations.

Our significant accounting policies, including recent accounting pronouncements, are described in Note 1—Overview and Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. The below discussion includes the accounting estimates and assumptions that we consider to be the most critical to our financial statements. We consider accounting estimates and assumptions critical if they require significant levels of judgment, involve inherent uncertainty and have the potential to materially impact our financial condition and results of operations.

Accounting for Income Taxes

We are subject to income taxes in the U.S. and in the various jurisdictions in which we operate. The accounting for income taxes requires significant judgment by management in determining our income tax provision, which includes deferred tax assets and liabilities, valuation allowance recorded against deferred tax assets and evaluating uncertain tax positions.

Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory rates applicable to the periods in which we expect the temporary differences to reverse. We established a valuation allowance for deferred tax assets when it is not expected to be realized. The determination of the reversal of deferred taxes and the valuation allowance for deferred tax assets requires management to make certain judgments and assumptions, including forecasted taxable income, historical experience and tax planning strategies.

We recognize and measure uncertain tax positions when we determine the tax benefit from an uncertain tax position is more likely than not that the tax position will be sustained upon examination by taxing authorities.

The amount of benefit we recognize represents the portion that has a greater than fifty percent likelihood of being realized upon settlement.

Our income tax provision is significantly affected by tax laws related to the treatment of digital asset transactions. We evaluate estimates and assumptions quarterly and adjust tax positions as new information becomes available. If these estimates and assumptions materially change, or if actual facts and circumstances differ materially from those in the assumptions, our financial condition and results of operations could be materially impacted.

An increase or decrease in our effective tax rate by one percentage point would have resulted in an increase or decrease in our income tax expense of $0.7 million.

Valuation of Financial Instruments and Share-Based Compensation

We estimate the fair value of certain financial instruments, including convertible notes and warrants, as well as share-based compensation awards, using valuation models that incorporate significant assumptions. These assumptions include but are not limited to determining the appropriate valuation methodology and/or model, determining model inputs based on the evaluation of observable market data, such as risk-free interest rates and determining appropriate valuation adjustments such as stock price volatility and discount rates.

In conjunction with the 2030 April convertible note offering we issued warrants which we determined to be free-standing equity-linked instruments under generally accepted accounting principles and requires the proceeds to be allocated between the relative fair value of the convertible notes and warrants on the date of issuance. We used the Monte Carlo simulation to determine the fair value of the convertible notes and the Black-Scholes Options model for the valuation of the warrants. Each of the previously mentioned valuation models use significant judgment to determine model inputs. Changes in assumptions may result in different estimates of fair value, which would affect the allocation of proceeds between the convertible notes and warrants and, consequently, the initial carrying value of the debt, the resulting debt discount, and the amount of interest expense recognized over the term of the notes. In addition, substantially similar valuation methodologies and judgments were applied in connection with the evaluation of debt modifications. See Note 15—Fair Value Measurements of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on inputs used in the valuation models.

We issued warrants as a form of non-cash dividend to holders of our common stock, holders of our notes and other security holders. We accounted for these warrant dividends as equity-classified instruments under generally accepted accounting principles and are measured at fair value on grant date. We determined the fair value of the warrant dividend using the Monte Carlo simulation, which incorporates the probability of a range of possible outcomes appropriate for the instrument being valued, including but not limited to, future stock price outcomes. The model requires significant judgment, including expected volatility, expected term and simulated stock price paths. Changes in these assumptions would increase or decrease the amount recognized in retained earnings for the fair value of the warrant dividend. See Note 15—Fair Value Measurements of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on inputs used in the valuation models.

Accounting for share-based compensation awards under generally accepted accounting principles requires the measurement and recognition of compensation expense based on the fair value of the awards on the grant-date. We determine the fair value of share-based compensation using the Black-Scholes Option model. The Black-Scholes Option model uses significant judgments to determine model inputs, including but not limited to the expected volatility of our common stock. Changes in assumptions used would impact the amount of expense recognized over the vesting period. See Note 12—Share-Based Compensation of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on inputs used in the valuation of our share-based compensation.

We are a "smaller reporting company" as defined by §229.10(f) of Regulation S-K and are not required to provide the information required by this Item.

DISCLOSURE CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure procedures and controls (as defined in Rule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2025.

Disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were not effective as of December 31, 2025 due to material weaknesses in our internal control over financial reporting as described below.

INTERNAL CONTROL OVER FINANCIAL REPORTING

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions; provide reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, disposition or use of Company assets that could have a material effect on the consolidated financial statements.

Our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to material weaknesses.

A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses:

• 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 operating effectively.
• The Company did not maintain a sufficient complement of formally documented general Information Technology controls over access, segregation of duties, security, and change management.
• The Company does not have sufficient accounting personnel to ensure adequate segregation of duties and restricts our ability to properly review information related to financial reporting, including applying complex accounting principles and calculations, in a timely manner.

Planned Remediation

Management continues to work to improve its controls related to the material weaknesses described above, including enhancing our overall internal control framework, strengthening information technology controls, expanding our accounting and financial reporting resources and implementing enhanced financial reporting review controls.

Enhancement of Internal Control Framework

Management has engaged an external consultant to assist in enhancing and formalizing our internal control over financial reporting framework in accordance with the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This includes, but is not limited to, documenting key financial reporting controls and establishing monitoring procedures designed to ensure that controls are appropriately designed and operating effectively.

Strengthening Information Technology Controls

Management, with the assistance of the external consultant, will implement formalized information technology controls over systems that we utilize for financial reporting. These controls included, but are not limited to, documented policy and procedures related to user access management, segregation of duties, system security and change management processes.

Accounting and Financial Reporting Resources and Review Controls

Management intends to focus on hiring experienced finance and accounting personnel or expand consulting services in areas focused around technical accounting and internal controls, subject to fiscal feasibility. Management intends to enhance current review procedures by engaging an external consultant to perform independent reviews over the preparation and analysis of financial information and complex calculations. Additionally, engage external specialist as needed to provide assistance in accounting for significant or complex transactions.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The following changes in internal control over financial reporting were made during the three months ended December 31, 2025:

• The Company hired an employee with extensive experience in financial reporting.
• Additionally, the Company increased personnel with expertise in SEC reporting requirements.
• Management also engaged an external consultant to assist in designing, testing and monitoring internal controls over financial reporting in compliance with the Sarbanes-Oxley Act.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting, will prevent all misstatements, errors and fraud. Because of inherent limitations, these control systems are intended to provide only reasonable, not absolute assurance that the objectives of the controls systems are met.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

We are considered an "emerging growth company" as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 and not required to provide the information required by Item 308(b).