DeFi Development Corp DEFA14A, filed Nov 5, 2025
DeFi Development Corp. (DFDV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
INFORMATION REQUIRED IN PROXY STATEMENT
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by the Registrant |
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Filed by a party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
DEFI DEVELOPMENT CORP.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held virtually on December 18, 2025 at 2:00 pm Eastern Time This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report on Form 10-K are available at https://web.viewproxy.com/DFDV/2025. If you want to receive a paper or email copy of these documents, you must request one by following the instructions below on or before December 10, 2025 to facilitate timely delivery. There is no charge to you for requesting a copy. Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your proxy materials and voting online, and instructions for requesting paper or e-mail copies of your proxy materials are outlined in this Notice. You must use the 11-digit Virtual Control Number located in the box to attend the Annual Meeting virtually, to vote via Internet, or to request proxy materials. CONTROL NUMBER STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. To the Stockholders of DeFi Development Corp.: The 2025 Annual Meeting of Stockholders of DeFi Development Corp. will be held virtually on December 18, 2025 at 2:00 pm Eastern Time. As a Registered Holder, you may attend and vote your shares at the virtual Annual Meeting by registering at https://web.viewproxy.com/DFDV/2025 and using the Virtual Control Number above. Your registration must be received by 11:59 pm Eastern Time on December 16, 2025. On the day of the Annual Meeting, if you have properly registered, you may log in using the password you received via email in your registration confirmation and follow the instructions to vote your shares. Please have your Virtual Control Number with you during the Annual Meeting in order to vote. Further instructions on how to attend and vote during the Annual Meeting are contained in the Proxy Statement. The Board recommends a vote “FOR” each nominee listed in Proposal 1 and “FOR” Proposals 2, 3, 4, 5 and 6. Proposal 1. To elect five (5) members of the Company’s Board of Directors, each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. (1) Joseph Onorati (2) William Caragol (3) Blake Janover (4) Zachary Tai (5) Thomas Perfumo Proposal 2. To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 3. To amend the Company’s 2023 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance to 5,000,000. Proposal 4. To amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized common stock to 1,000,000,000. Proposal 5. To amend the Company’s Certificate of Incorporation to increase the number of authorized preferred stock to 1,000,000,000. Proposal 6. To approve the Company’s 2025 Employee Stock Purchase Plan. Note: To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet. Material for this Annual Meeting and future meetings may be requested by one of the following methods: Internet: Go to https://web.viewproxy.com/DFDV/2025 Have the 11-digit Virtual Control Number available when you access the website and follow the instructions. Telephone: Call 1-877-777-2857 Toll Free E-Mail: By e-mail at: requests@viewproxy.com If requesting material by e-mail, please send a blank e-mail with the company name and your 11-digit Virtual Control Number in the subject line. No other requests, instructions, or other inquiries should be included within this email request. CONTROL NUMBER VOTING METHODS Via Internet prior to the Annual Meeting: Go to https://AALvote.com/DFDV Have your 11-digit Virtual Control Number available and follow the prompts. Your electronic vote prior to the Annual Meeting authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned a proxy card. Via Internet during the Annual Meeting: Go to https://AALvote.com/DFDV Have your 11-digit Virtual Control Number available and follow the prompts.