Defi Development Corp美股招股说明书(2026-08-31版)

SUBJECT TO COMPLETION, DATED AUGUST 31, 2026 PROSPECTUS SUPPLEMENT(to Prospectus dated April 27, 2026) 2,200,000 SHARES OFVARIABLE RATE SERIES C PERPETUAL PREFERRED STOCK DeFi Development Corp. is offering 2,200,000 shares of our Variable Rate Series C Perpetual Preferred Stock, par value$0.00001 per share, (the “CHAD Stock”). The CHAD Stock will have a stated amount of $10.00 per share and an initialliquidation preference of $10.00 per share. The liquidation preference will be subject to adjustment in the mannerdescribed in this prospectus supplement. However, the liquidation preference will not be adjusted to an amount that is lessthan $10.00 per share. DIVIDENDS The CHAD Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a variable annual rateas described more fully below and elsewhere in this prospectus supplement. Regular dividends, if any, will accumulate onthe stated amount of the CHAD Stock, which is $10.00 per share, from and including the initial issuance date, on a dailybasis and will be payable when, as and if declared by our Board of Directors (as defined in this prospectus supplement) orany duly authorized committee thereof, out of funds legally available for their payment, on each business day of eachcalendar month based on the applicable annual dividend rate. The first regular dividend payment will occur on October 1,2026 and will be payable to holders of record as of the close of business on September 30, 2026 as a single payment forthe period from the initial issuance date through September 30, 2026, and shall not be subdivided into daily installments.Thereafter, regular dividends will be payable on each business day, when, as and if declared by our Board of Directors.The applicable dividend is expected to be declared by our Board of Directors or any duly authorized committee thereof foreach monthly period in advance. Holders of record as of the close of business on the immediately preceding business daywill be entitled to receive the applicable regular dividend payment. At the closing of this offering, we intend to establish adividend reserve in an amount equal to 12 months of dividend payments (assuming dividend payments are made at a rateof 13.00% per annum) calculated as of the date of this offering (the “Dividend Reserve”) by depositing $1.30 per share ofCHAD Stock into a separate account (the “Dividend Payment Account”) funded by us with existing cash and cashequivalents, financial instruments and/or digital assets. The initial regular dividend rate will be 13.00% per annum. Thereafter, prior to the commencement of each calendarmonth, our Board of Directors, or a duly authorized committee thereof, will determine the regular annual dividend rateapplicable to the CHAD Stock at least monthly and may determine or adjust the regular dividend rate more frequently, inits sole absolute discretion, based on market conditions, the trading price of the CHAD Stock, prevailing interest rates,comparable market yields, the Company’s liquidity and capital needs and such other factors as the Board of Directors orsuch committee determines to be relevant. The Board of Directors right to adjust the regular dividend rate will be subjectto certain restrictions. For example, the Board of Directors will not be able to reduce the regular dividend rate by morethan 50 basis points. Our current intention, which is subject to change in our sole and absolute discretion, is to adjust the regular dividend ratein such a manner as we believe will maintain the CHAD Stock’s trading price within its stated long-term range between$9.95 and $11.00 per share. For example, if the trading price of the CHAD Stock exceeds $11.00, our current intentionwould be to reduce the regular dividend rate with the goal of causing the trading price of the CHAD Stock to decrease.Similarly, if the trading price of the CHAD Stock is less than $9.95, our current intention would be to increase the regulardividend rate with the goal of causing the trading price of the CHAD Stock to appreciate. Our Board of Directors will takeany such actions in its sole discretion based on its subjective assessment of market conditions and the measures theybelieve are necessary to achieve our intended objectives. See “Risk Factors—Risks Related to this Offering and OurCHAD Stock—We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regulardividend rate in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the CHADStock to trade at prices, or otherwise have a value, within its targeted long-term trading range between $9.95 and $11.00per share” and “Risk Factors—Risks Related to this Offering and Our CHAD Stock—Our right to unilaterally reduce theregular dividend rate could cause the CHAD Stock to accumulate dividends at rates that are below those of otherwisecomparable instruments, could cause the trading price or value of the CHAD Stock to