DeFi Development Corp. (DFDV)

Earlier extract: e of common stock) at the then-applicable conversion rate. The initial conversion rate is shares of common stock per share of Series C Perpetual Preferred Stock, which represents an initial conversion price of $ per share of common stock, and is subject to adj

Later extract: tion Dated October 14, 2025 Preliminary Prospectus DeFi Development Corp. Up to 9,953,543 Shares of Common Stock Offered by Selling Stockholders This prospectus covers the offer and potential resale by certain selling stockholders (“Selling Stockholders&

Earlier extract: 5, the last reported sale price of our common stock was $16.15 per share. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us(2) $ $ (1) For additional information about underwriting compensa

Later extract: m time to time to describe a specific plan of distribution. Underwriting Compensation Any public offering price and any fees, discounts, commissions, concessions or other items constituting compensation allowed or reallowed or paid to underwriters, dealers or

Earlier extract: RY DATA iii TRADEMARKS iii PROSPECTUS SUMMARY 1 THE OFFERING 6 RISK FACTORS 9 BUSINESS 26 USE OF PROCEEDS 31 CAPITALIZATION 32 DESCRIPTION OF SERIES C PERPETUAL PREFERRED STOCK 33 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 54 DIRECTORS AND EXECUT

Later extract: RY DATA iii TRADEMARKS iii PROSPECTUS SUMMARY 1 THE OFFERING 5 RISK FACTORS 6 BUSINESS 13 USE OF PROCEEDS 17 SELLING STOCKHOLDERS 18 DIVIDEND POLICY 21 DIRECTORS AND EXECUTIVE OFFICERS 22 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 PLAN O

Earlier extract: s table does not give effect to the over-allotment option (if any) we have granted to the underwriter as described below. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all the shares of Series C

Later extract: pectus. The Selling Stockholders may offer and sell such shares to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods or any other method permitted by law. See “ Plan of Distribut