DFDV 8-K
DeFi Development Corp. (DFDV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01 Other Events.
Cash Dividend Declaration
On September 15, 2026, as contemplated by the prospectus supplement for the initial public offering of the Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share (“CHAD Stock”), DeFi Development Corp. (the “Company”) announced that its board of directors declared cash dividends of $0.07944 per share of CHAD Stock for the period between the issuance of CHAD on September 8, 2026 to October 1, 2026 and also declared daily cash dividends of $0.00516 per share of CHAD Stock for each business day for the period from October 1, 2026 through October 30, 2026, as listed in the table below (21 business days in the aggregate), which represents a per annum dividend rate of 13.00% on the CHAD Stock. Daily payments will be made to stockholders of record of CHAD Stock at the close of business on the immediately preceding business day.
| Record date | Payment date | Dividend | ||||
| September 30, 2026(1) | October 1, 2026 | $ | 0.07944 | |||
| October 1, 2026 | October 2, 2026 | $ | 0.00516 | |||
| October 2, 2026 | October 5, 2026 | $ | 0.00516 | |||
| October 5, 2026 | October 6, 2026 | $ | 0.00516 | |||
| October 6, 2026 | October 7, 2026 | $ | 0.00516 | |||
| October 7, 2026 | October 8, 2026 | $ | 0.00516 | |||
| October 8, 2026 | October 9, 2026 | $ | 0.00516 | |||
| October 9, 2026 | October 13, 2026 | $ | 0.00516 | |||
| October 13, 2026 | October 14, 2026 | $ | 0.00516 | |||
| October 14, 2026 | October 15, 2026 | $ | 0.00516 | |||
| October 15, 2026 | October 16, 2026 | $ | 0.00516 | |||
| October 16, 2026 | October 19, 2026 | $ | 0.00516 | |||
| October 19, 2026 | October 20, 2026 | $ | 0.00516 | |||
| October 20, 2026 | October 21, 2026 | $ | 0.00516 | |||
| October 21, 2026 | October 22, 2026 | $ | 0.00516 | |||
| October 22, 2026 | October 23, 2026 | $ | 0.00516 | |||
| October 23, 2026 | October 26, 2026 | $ | 0.00516 | |||
| October 26, 2026 | October 27, 2026 | $ | 0.00516 | |||
| October 27, 2026 | October 28, 2026 | $ | 0.00516 | |||
| October 28, 2026 | October 29, 2026 | $ | 0.00516 | |||
| October 29, 2026 | October 30, 2026 | $ | 0.00516 | |||
| October 30, 2026 | November 2, 2026 | $ | 0.00516 | |||
| (1) | Represents the period between the issuance of CHAD on September 8, 2026 until October 1, 2026. |
United States Federal Income Tax Considerations
From a U.S. federal income tax perspective, to the extent distributions on the CHAD Stock are not treated as being made out of the Company's accumulated or current earnings and profits, they will, in the case of a U.S. holder, be treated first as a tax-free return of capital (“ROC”) to the extent of a U.S. Holder’s adjusted tax basis in the CHAD Stock, and thereafter as capital gain which will be long-term capital gain if such U.S. Holder’s holding period for the stock exceeds one year at the time of the distribution and, in the case of a non-U.S. holder, generally will not be subject to U.S. federal income or withholding tax with respect to gain, if any, recognized in connection with the non-U.S. holder’s receipt of such distribution. Non-U.S. holders should review the disclosure under “—Material United States Federal Income Tax Considerations” in the prospectus supplement dated August 31, 2026. While there is no assurance that the Company will (or will not) have sufficient current or accumulated E&P to cause that any of our distributions are treated as dividends, a ROC or otherwise, the Company does not have any accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future.
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For purposes of this discussion, a “U.S. holder” means a beneficial owner of the CHAD Stock that for U.S. federal income tax purposes is:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation or other entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| ● | a trust if (a) a court within the United States is able to exercise primary control over its administration and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of such trust or (b) the trust has validly elected to be treated as a United States person. |
For the purposes of this discussion, a ”non-U.S. holder” means a beneficial owner of the CHAD Stock that is not a U.S. holder nor a partnership (including any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 16, 2026 | DEFI DEVELOPMENT CORP. | |
| By: | /s/ Joseph Onorati | |
| Name: | Joseph Onorati | |
| Title: | Chairman & CEO | |
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