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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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2026, the Board of Directors (the “Board”) of DeFi Development Corp. (the “Company”) elected Hadley Stern as a director of the Company, to fill the newly created directorship resulting from an increase in the size of the Board to six directors. Mr. Stern was appointed to serve on each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Stern does not have a material interest in any transaction disclosable under Regulation S-K Item 404(a). The Board approved a grant of 16,500 restricted stock units to Mr. Stern, which will vest quarterly over the next year. He will also be entitled to receive a quarterly cash retainer of $7,000 for service as a director.
Item 8.01. Other Events.
On January 29, 2026, the Company issued a press release announcing Mr. Stern’s appointment to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements.
This Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions, and are more fully in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. Please refer to the cautionary notes in the press release regarding these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: January 29, 2026 | DEFI DEVELOPMENT CORP. | |
| By: | /s/ Joseph Onorati | |
| Name: | Joseph Onorati | |
| Title: | Chairman & CEO | |
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Exhibit 99.1
DeFi Development Corp. Appoints Hadley Stern to Board of Directors
BOCA RATON, FL — January 29, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the appointment of Hadley Stern to its Board of Directors.
Mr. Stern brings more than a decade of leadership experience across digital assets, blockchain infrastructure, custody, compliance, and institutional adoption. He has worked in cryptoassets since 2014, where, as Senior Vice President at Fidelity Labs he launched the firm’s blockchain-specific incubator and digital currency group and later founded Fidelity Digital Asset Services in 2016.
In 2018, he was named Chief Operating Officer of blockchain infrastructure company Bloq, before leading the AWS Innovation Lab focused on enterprise applications of emerging technologies, including blockchain, artificial intelligence, and quantum computing. Most recently, Mr. Stern served as Chief Compliance Officer at Marinade Labs, liaising with global institutions exploring Solana staking and onchain yield strategies, and now continues to support Marinade as an advisor. Prior to Marinade, he served as Head of Global Digital Asset Custody at The Bank of New York Mellon, where he launched the industry’s first bank-grade digital asset custody platform for bitcoin and ethereum.
“Hadley’s background sits at the intersection of institutional finance, custody, and Solana infrastructure,” said Joseph Onorati, Chief Executive Officer of DeFi Development Corp. “His experience building and operating in the institutional digital asset world will be invaluable as we continue executing on our Solana-focused treasury strategy and expanding engagement with sophisticated investors and partners.”
“I am excited to join the board of DeFi Development Corp. at a time when institutional interest in Solana and onchain yield is accelerating,” said Hadley Stern. “DFDV’s approach to combining a public market structure with active participation in the Solana ecosystem represents a compelling evolution in digital asset treasury management, and I look forward to supporting the Company’s long-term strategy.”
About DeFi Development Corp.
DeFi Development Corp. (Nasdaq: DFDV) has adopted a treasury policy under which the principal holding in its treasury reserve is allocated to SOL. Through this strategy, the Company provides investors with direct economic exposure to SOL, while also actively participating in the growth of the Solana ecosystem. In addition to holding and staking SOL, DeFi Development Corp. operates its own validator infrastructure, generating staking rewards and fees from delegated stake. The Company is also engaged across decentralized finance (“DeFi”) opportunities and continues to explore innovative ways to support and benefit from Solana’s expanding application layer.
The Company is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions, as well as value-add services, to multifamily and commercial property professionals, as the Company connects the increasingly complex ecosystem that stakeholders have to manage.
The Company currently serves more than one million web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service providers, and thousands of multifamily and commercial property lenders, including more than 10% of the banks in America, credit unions, real estate investment trusts (“REITs”), debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more. The Company’s data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”).
Forward Looking Statements
This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including concerning our growth and business strategy. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” strategy,” “future,” “likely,” “may,”, “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including market risks, trends and uncertainties, and other risks and uncertainties more fully in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
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