Document

424B5 1 commonatmupdated.htm 424B5 Document

Filed Pursuant to Rule 424(b)(5)

Registration No.333-295142

SUPPLEMENT NO.1 DATED JUNE 1, 2026

TO PROSPECTUS SUPPLEMENT DATED MAY 1, 2026

(to Prospectus dated April 27, 2026)

Up to $200,000,000

SHARES OF COMMON STOCK, PAR VALUE $0.00001 PER SHARE

On May 1, 2026, we entered into a Sales Agreement (the “Sales Agreement”), with R.F. Lafferty & Co., Inc., (“R.F. Lafferty”) under which we may offer and sell from time to time shares of our common stock, par value $0.00001 per share, or common stock. In accordance with the Sales Agreement, pursuant to this prospectus supplement, we may offer and sell shares of our common stock having an aggregate initial offering price of up to $200,000,000 from time to time through R.F. Lafferty, acting as our sales agent or as principal. The shares of common stock offered hereunder are among the securities described in the prospectus included in the registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2026. This prospectus supplement should be read in conjunction with that accompanying prospectus and the contents of that accompanying prospectus are incorporated by reference into this prospectus supplement.

Our common stock is traded on the Nasdaq Capital Market under the symbol “DFDV”. On April 30, 2026, the closing price of our common stock was $4.39 per share.

Under the Sales Agreement, sales, if any, will be made pursuant to sales notices delivered by us to R.F. Lafferty, which will specify, among other things, the number of shares to be sold, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one day and the minimum price per share of our common stock to be offered, having an aggregate offering price of up to $200,000,000. Subject to the terms and conditions of the Sales Agreement, R.F. Lafferty is not obligated to sell any specific number or dollar amount of our common stock and will act as a sales agent using commercially reasonable efforts consistent with their normal trading and sales practices, on terms mutually agreed upon between us and R.F. Lafferty. Settlement of any sales of common stock will generally occur on the first trading day following the date on which such sales are made, unless otherwise agreed. On the settlement date, we will deliver the shares sold through the facilities of The Depository Trust Company against payment of the net proceeds to us, after the deduction of the applicable commission fee. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

In connection with the sale of our common stock, R.F. Lafferty may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the compensation to R.F. Lafferty may be deemed to be underwriting commissions or discounts. Sales of shares of our common stock, if any, under this prospectus supplement may be made by any method permitted by law deemed to be an “at the market offering”, as defined in Rule 415(a)(4) under the Securities Act, including by means of ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Capital Market, in privately negotiated transactions (including block transactions), or through a combination of any such methods of sale. We will pay R.F. Lafferty a commission of up to 0.75% of the gross proceeds from the sale of shares of our common stock under the Sales Agreement, or as otherwise agreed between us and R.F. Lafferty from time to time. We have also agreed to reimburse R.F. Lafferty for certain expenses under the Sales Agreement, and we have agreed to indemnify them against certain liabilities, including liabilities under the Securities Act, or the Securities Exchange Act of 1934, as amended (“the Exchange Act”). See the section titled “Plan of Distribution” on page S-11 for additional information.

Investing in our Securities involves a number of significant risks. Before making an investment decision, please carefully read “Risk Factors” beginning on page S-7 of this prospectus supplement and “Risk Factors” in the accompanying prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or the adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

R.F. Lafferty & Co., Inc.

The date of this prospectus supplement is May 1, 2026

EXPLANATORY NOTE

This Supplement No. 1 to the Prospectus Supplement amends and supplements the Prospectus Supplement dated May 1, 2026, to restate certain disclosure relating to potential dilution to investors in the “Risk Factors” and “Dilution” sections of the Prospectus Supplement. No other information in the Prospectus Supplement dated May 1, 2026 has been changed.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT


ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
PROSPECTUS SUPPLEMENT SUMMARY			S-2
THE OFFERING			S-4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-5
RISK FACTORS			S-7
USE OF PROCEEDS			S-9
DILUTION			S-10
DIVIDEND POLICY			S-11
PLAN OF DISTRIBUTION			S-11
LEGAL MATTERS			S-12
EXPERTS			S-12
WHERE YOU CAN FIND MORE INFORMATION			S-12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-12

PROSPECTUS


ABOUT THIS PROSPECTUS			2
PROSPECTUS SUMMARY			2
RISK FACTORS			5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
USE OF PROCEEDS			6
DESCRIPTION OF CAPITAL STOCK			7
DESCRIPTION OF WARRANTS			9
DESCRIPTION OF DEBT SECURITIES			10
DESCRIPTION OF UNITS			18
PLAN OF DISTRIBUTION			18
LEGAL MATTERS			21

Unless otherwise stated or the context otherwise requires, references to “DeFi”, “Company”, “we”, “us”, “our”, or similar references mean DeFi Development Corp., together with its subsidiaries.

Trademarks

Solely for convenience, our trademarks and tradenames referred to in this prospectus supplement may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. All other trademarks and tradenames included in this prospectus supplement, or the accompanying prospectus are the property of their respective owners. We do not intend our use or display of other companies’ tradenames or trademarks to imply relationships with, or endorsements or sponsorship of us by, these other companies.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying base prospectus are part of a shelf registration statement on Form S-3 (File No. 333-295142) that we have filed with the SEC on April 17, 2026 and was declared effective by the SEC on April 27, 2026, utilizing a “shelf” registration process. Under the shelf registration process, we may offer shares of our common stock having an aggregate offering price of up to $200,000,000 from time to time under the prospectus supplement and accompanying base prospectus at prices and on terms to be determined by market conditions at the time of the offering.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference herein or therein. The second part, the accompanying base prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus and any free writing prospectuses we may provide to you in connection with this offering. We have not, and R.F. Lafferty has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and R.F. Lafferty is not, making an offer to sell or seeking an offer to buy shares of our common stock under this prospectus in any jurisdiction where the offer or sale is not permitted. Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

Furthermore, you should not consider this prospectus supplement and the accompanying base prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. You should not assume that the information contained in this prospectus supplement and the accompanying base prospectus or free writing prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement and the accompanying base prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. It is important for you to read and consider all information contained in this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein, and any free writing prospectus prepared by or on behalf of us that we may authorize for use in connection with this offering, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement and in the accompanying base prospectus.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the sections titled “Risk Factors,” “Risk Factors Related to This Offering,” and “Risk Factors” contained in our most recent Annual Report on Form 10-K, as may be updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC.

THE COMPANY

DeFi Development Corp. is a publicly traded company focused on building and managing a digital asset treasury strategy centered on the Solana blockchain ecosystem. We also provide an artificial intelligence (“AI”) platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property, including apartment buildings, to commercial property lenders.

Our primary business strategy focuses on the acquisition, long-term holding, and active management of Solana ("SOL") and SOL-related digital assets. Our treasury strategy includes accumulating SOL, locked SOL, liquid staking tokens such as dfdvSOL, and other SOL-denominated or SOL-native positions, and actively supporting the Solana ecosystem. We also operate and manage Solana validators and delegate our digital asset holdings with external validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.

We consider these our two operating segments: Digital Asset Treasury and Real Estate Platform.

•Digital Asset Treasury: focuses on executing and managing our treasury strategy. Also includes our owned and managed SOL validators. This segment continuously evaluates capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support the digital asset treasury strategy. The primary objective is to expand exposure to the Solana ecosystem over the long term.

•Real Estate Platform: operates our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other institutional capital providers.

For a complete description of our business, segments, financial condition, results of operations and other important information regarding us, please refer to our filings with the SEC that are incorporated by reference into this prospectus supplement, including our Annual Report on Form 10-K for the year ended December 31, 2025. For instructions on how to find copies of these documents, see the sections titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

RECENT DEVELOPMENTS

Wind Down

On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. We expect that substantially all operations of the Real Estate Platform segment will cease by the end of the second quarter 2026.

CORPORATE INFORMATION

We were originally formed as Janover Ventures LLC, a Florida limited liability company, on November 28, 2018, and converted to Janover Inc., a Delaware corporation, on March 9, 2021. We are headquartered at 6401 Congress Avenue, Suite 250, Boca Raton, Florida 33487. The Company’s website is https://defidevcorp.com and our telephone number is (561) 559-4111. Effective April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” and the ticker symbol for the Company’s common stock changed to “DFDV” on the Nasdaq Capital Market.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

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large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

•being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

•not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•reduced disclosure obligations regarding executive compensation; and

•not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act to comply with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

IMPLICATIONS OF BEING A SMALLER REPORTING COMPANY

We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus supplement is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

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THE OFFERING



Securities Offered:			Shares of our common stock, $0.00001 par value, having an aggregate initial offering price of up to $200,000,000.

Number of Shares Outstanding Prior to this Offering (1):			29,497,394

Number of Shares Outstanding After this Offering (2):			75,055,480

Plan of Distribution:			The shares are being offered for sale in an “at the market offering,” as defined in Rule 415(a)(4) promulgated under the Securities Act, in transactions that may be made from time to time through R.F. Lafferty. See the section titled “Plan of Distribution” of this prospectus supplement.

Use of Proceeds:			As of the date of this prospectus supplement, we intend to use the net proceeds from this offering for working capital purposes, acquiring SOL and strategic initiatives. See the section titled “Use of Proceeds” of this prospectus supplement.
			Solana is a highly volatile asset that has traded below approximately $68 per Solana and above approximately $253 per Solana in the 12 months preceding the date of this prospectus supplement. In addition, Solana does not pay interest or other returns and so the ability to generate a return on investment from the net proceeds from this offering will depend on whether there is appreciation in the value of Solana following our purchases of Solana with the net proceeds from this offering. Future fluctuations in Solana trading prices may result in our converting Solana purchased with the net proceeds from this offering into cash with a value substantially below the net proceeds from this offering.

Risk Factors:			Investing in our common stock involves a high degree of risk. Before making any investment decision regarding our common stock, you should read and carefully consider the “Cautionary Note Regarding Forward-Looking Statements” of this prospectus supplement and the risks described in the section titled “Risk Factors” of this prospectus supplement and any accompanying prospectus, as well as those in our most recent Annual Report on Form 10-K filed with the SEC, as updated, supplemented, and amended by our subsequent disclosures contained in the reports and other filings we make with the SEC, which are incorporated by reference into this prospectus supplement.

The Nasdaq Stock Market Trading Symbol:			“DFDV”

Transfer Agent and Registrar:			The transfer agent and registrar for our common stock is Colonial Stock Transfer Company Inc.

(1) The number of shares outstanding prior to this offering is based on the number of shares of our common stock issued and outstanding as of March 31, 2026 which excluded: •4,357,569 shares of common stock issuable upon exercise of stock options outstanding as of March 31, 2026; •683,766 shares of common stock issuable upon the vesting of restricted stock units outstanding as of March 31, 2026; •112,734 shares of common stock available as of March 31, 2026 for future issuance under our 2023 Equity Incentive Plan; •399,464 shares of common stock available as of March 31, 2026 for future issuance under our Employee Stock Purchase Plan, which was approved by shareholders on December 18, 2025; •1,177,558 shares of common stock issuable upon the conversion of the convertible notes issued to PIPE investors under the April 2025 Securities Purchase Agreement; •4,483,614 shares of common stock issuable upon the exercise of the warrants issued to PIPE investors under the April 2025 Securities Purchase Agreement; •up to 5,300,453 shares of common stock potentially issuable upon the conversion of our 5.5% Convertible Senior Notes due 2030 (subject to customary anti-dilution adjustment provisions); •up to 860,184 shares of common stock potentially issuable upon the exercise of the prefunded warrants issued to PIPE investors under the Subscription Agreements entered into on August 24, 2025; •up to approximately 3,896,402 shares of common stock potentially issuable upon the exercise of the warrants which were distributed to the Company’s common stockholders and noteholders on October 27, 2025; and •up to 34,729,877 shares of common stock issuable under the ELOC Agreement.
(2) Assumes sales of 45,558,086 shares of our common stock in the total aggregate amount of up to $200,000,000 at a price of $4.39 per share (the reported closing sales price of shares of our common stock on the Nasdaq Capital Market on April 30, 2026). The actual number of shares issued and sold, if any, will vary depending on the actual price at which the shares may be sold from time to time in this offering.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein contain “forward-looking statements” and “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that involve expectations, plans and intentions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These forward-looking statements include but are not limited to words such as "may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "might," "intend," "continue," "strategy," "future," "opportunity," "plan," "predict," "project," "target," "potential", "forecast," and other similar expressions; however, forward-looking statements may be made without such terminology.

Any of these factors could cause our actual results to differ materially from those expressed or implied by our forward-looking statements, which could adversely affect our businesses, results of operations or financial condition. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise. The following are some, but not all, of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections:

•our strategic decision to concentrate on acquiring, holding and managing SOL holdings, which is tied to the price of SOL; and any decrease in the fair value of our digital assets below our carrying value could require us to incur material losses;

•fluctuations in the price of digital assets may significantly influence the market price of our common stock, particularly if investors view the value of our common stock as dependent upon or linked to the value of our digital asset holdings;

•weak crypto economic conditions may have a negative impact on our business;

•increase in new entrants into the digital asset treasury landscape;

•strategic initiatives involve inherent risks, and we may not realize the anticipated financial or strategic objectives we expect;

•adverse outcomes in litigation or government investigations, including those related to the evolving regulatory framework for digital assets, could result in significant costs, penalties, or restrictions and may require us to adopt burdensome operating requirements;

•we could be negatively impacted by a security breach, through cyber-attacks, including insider threats or otherwise, or other significant disruption of our custodians’ information technology networks and related systems;

•our digital asset holdings are less liquid than cash and cash equivalents and may not serve as a source of liquidity to the same extent, particularly during times of market instability;

•we are subject to credit risk of custodians, who do not offer the same protections as FDIC-insured banks or SIPC-covered broker-dealers, and custodian insolvency or withdrawal freezes could adversely impact our ability to access our digital assets;

•regulatory developments related to digital assets and digital asset markets in the United States or foreign countries could adversely affect our business, financial condition, and results of operations;

•our SOL treasury strategy could create complications with external service providers, such as insurance companies, banking entities, and auditors, which could have a materially adverse impact on our business;

•regulatory change reclassifying SOL as a security could lead to our falling within the definition of "investment company" under the Investment Company Act of 1940, subjecting us to significant additional regulatory requirements;

•we are not subject to legal and regulatory obligations that apply to investment companies or investment advisers, meaning our Treasury Reserve Policy and SOL strategy are not subject to the extensive legal and regulatory requirements that apply to such entities;

•SOL faces unique technical, governance, and concentration risks, including historical network outages and validator coordination failures, that could materially affect its long-term viability;

•Solana validators are relatively small in number, which may lead to coordinated censorship and centralization risks;

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•our Solana validator reward yield is expected to decline over time based on Solana's declining inflation model;

•our SOL treasury strategy is dependent on the Solana Foundation and core development team, and the departure of key individuals could significantly affect the health of the Solana Network;

•SOL is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols;

•we may engage in leveraged digital asset financing strategies that increase our exposure to smart-contract, operational, and counterparty risks, and we may be subject to margin calls or forced liquidation in volatile market conditions;

•changes in regulation or policy could adversely affect the tax treatment of rewards from staking SOL, subjecting us to additional tax liabilities; and

•our Series A preferred stockholders, consisting of Mr. Joseph Onorati, our Chief Executive Officer and Chairman, Mr. Parker White, our Chief Operating Officer and Chief Investment Officer and Mr. Fei (John) Han, our Chief Financial Officer, have considerable influence and substantial voting rights over potentially material transactions.

These forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. We believe that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in, or incorporated by reference into this prospectus supplement should not be unduly relied upon. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

Accordingly, you should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus supplement are only as of the date of this prospectus supplement and the forward-looking statements incorporated by reference in this prospectus supplement are only as of their date and, unless otherwise required by applicable securities laws, we do not undertake any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

This prospectus supplement and accompanying prospectus includes certain statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties as well as our own estimates of potential market opportunities. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should carefully consider the risk and uncertainties described under the title “Risk Factors,” “Risk Factors Related to This Offering,” and “Risk Factors” contained in our most recent Annual Report on Form 10-K, as may be updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC.

RISKS RELATED TO THIS OFFERING

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.

Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from the sales of shares of our common stock offered by this prospectus supplement primarily, if any, for working capital purposes, acquiring SOL and strategic initiatives. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The precise amount and timing of the application of these proceeds will depend upon a number of factors, such as our funding requirements and the availability and costs of other funds. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Depending on the outcome of our efforts and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different manners than we currently anticipate. The net proceeds may be used for corporate purposes that do not improve our operating results or enhance the value of our common stock. The failure of our management to use these funds effectively could have a material adverse effect on our business and cause the market price of our common stock to decline.

Future issuances of common stock and securities convertible into or exercisable for common stock could significantly dilute existing stockholders and subordinate the interests of our common stockholders.

We have a significant number of shares of common stock outstanding and a substantial number of additional shares of common stock that may be issued in the future upon the exercise, vesting or conversion of outstanding equity awards and other securities. As of March 31, 2026, we had 29,497,394 shares of common stock issued and outstanding. This amount excludes a substantial number of shares of common stock that may become issuable upon the exercise or conversion of outstanding stock options, restricted stock units, convertible notes, warrants, prefunded warrants and shares available for future issuance under our equity incentive plans, as well as shares that may be issued under our equity line of credit arrangement.

We may issue additional shares of common stock or securities convertible into or exercisable for common stock in the future in connection with financings, acquisitions, strategic transactions, or other corporate purposes, including pursuant to at-the-market offerings or other capital raising activities. Any such issuances would dilute the ownership interests of existing stockholders and could adversely affect the market price of our common stock. In addition, the perception that we may issue additional equity securities could also depress the market price of our common stock.

Furthermore, our capital structure includes indebtedness and preferred equity that rank senior to our common stock. As of March 31, 2026, we had approximately $217.0 million in aggregate principal amount of consolidated indebtedness outstanding and 10,000 shares of Series A Preferred Stock outstanding, which ranks on parity with certain other preferred securities. Any future issuance of preferred stock or other equity securities with rights senior to our common stock, including liquidation preferences or dividend rights, would further subordinate the rights of holders of our common stock.

In the event of our liquidation, dissolution or winding up, whether voluntarily or involuntarily, our creditors, including holders of our indebtedness, would be entitled to payment in full before any distribution is made to our equity holders, and any holders of preferred stock or other senior equity would be entitled to their liquidation preferences before any distribution is made to holders of our common stock. As a result, holders of our common stock may receive little or no recovery in such circumstances.

In addition, because our subsidiaries have their own liabilities and may have preferred equity or other obligations, their creditors and equity holders will have claims on their assets that are senior to our interests as an equity holder. Accordingly, we may not receive sufficient distributions from our subsidiaries to satisfy our obligations or to make distributions to our stockholders.

We do not expect to pay dividends on our common stock for the foreseeable future.

We have not declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain any available funds and future earnings, if any, to fund our

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operations, pursue growth initiatives, satisfy obligations under our outstanding preferred stock, and for other general corporate purposes.

In addition, we may issue preferred stock which may restrict our ability to declare or pay dividends on our common stock unless and until all accrued and unpaid dividends on such preferred stock have been paid in full, subject to limited exceptions.

Accordingly, holders of our common stock must rely on increases in the market price of our common stock, if any, for any return on their investment, as capital appreciation will be their sole source of potential gain for the foreseeable future.

Our financial results and the market price of our common stock may be affected by the prices of digital assets that we hold.

As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SOL and other digital assets. The price of digital assets has historically been subject to dramatic price fluctuations and is highly volatile. Moreover, digital assets, such as SOL, are relatively novel and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a manner that adversely affects the liquidity or value of digital assets.

Any decrease in the fair value of digital assets below our carrying value for such assets currently would currently require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our common stock. In addition, the application of generally accepted accounting principles in the United States, with respect to digital assets, may change in the future and could have a material adverse effect on our financial results and the market price of our common stock.

In addition, if investors view the value of our common stock as dependent upon or linked to the value or change in the value of our digital asset holdings, the price of digital assets may significantly influence the market price of our common stock.

The shares of our common stock offered pursuant to this prospectus supplement and the accompanying base prospectus may be made in sales deemed to be an “at the market offering,” and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares of our common stock under this prospectus supplement and the accompanying base prospectus at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share sales made at prices lower than the prices they paid.

If you purchase shares of common stock in this offering, you may suffer immediate and substantial dilution in the book value of your investment.

The shares sold in this offering, if any, will be sold from time to time at various prices; however, at the assumed offering price of our common stock, which is substantially higher than the as adjusted net tangible book value per share of our common stock after giving effect to this offering, investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the as adjusted net tangible book value per share. Assuming that an aggregate of 45,558,086 shares of our common stock are sold at an assumed offering price of $4.39 per share, the closing price of our common stock on the Nasdaq Capital Market on April 30, 2026 for aggregate net proceeds of approximately $198.2 million, after deducting sales commissions and estimated offering expenses payable by us, new investors in this offering will experience immediate dilution of $2.97 per share, representing the difference between the assumed offering price per share and our as adjusted net tangible book value per share after giving effect to this offering. See the section titled “Dilution” for additional information.

The actual number of shares we will issue under the Sales Agreement at any one time or in total, is uncertain.

Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver placement notices to R.F. Lafferty, as sales agent, at any time throughout the term of the Sales Agreement. The number of shares that are sold by R.F. Lafferty as our sales agent after we deliver a placement notice will fluctuate based on the market price of the common stock and the trading volume of our common stock during the sales period and limits we set with R.F. Lafferty.

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The price of our common stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.

Our stock price has been and is likely to continue to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. With the adoption of our new SOL treasury strategy, we expect to see additional volatility. As a result of this volatility, you may not be able to sell your investment in our common stock. The market price for our common stock may be influenced by many factors, including:

• our digital asset treasury strategy;

• the SOL developer community and whether people continue to engage in building;

• the recruitment or departure of key personnel at SOL;

•downtime and congestion of the SOL network;

•changes in staking rewards or validator incentives in the SOL ecosystem;

•the success of competitive products to SOL, alternative services or technologies in the blockchain and technology community;

•regulatory or legal developments in the United States and other countries related to digital assets, blockchain and AI;

•variations in our financial results or those of companies that are perceived to be similar to us that also have a SOL treasury strategy;

•general economic, industry and market conditions in the cryptocurrency industry and broader macroeconomic trends related to the digital asset industry; and

•the other factors described in this ‘‘Risk Factors’’ section and in the “Risk Factors” section of our other SEC filings, including our most recent annual report on Form 10-K.

We may use the net proceeds from this offering to purchase additional Solana, the price of which has been, and will likely continue to be, highly volatile.

We may use the net proceeds from this offering to purchase additional Solana. Solana is a highly volatile asset that has traded below approximately $68 per Solana and above approximately $253 per Solana in the 12 months preceding the date of this prospectus supplement. In addition, Solana does not pay interest or other returns and so the ability to generate a return on investment from the net proceeds from this offering will depend on whether there is appreciation in the value of Solana following our purchases of Solana with the net proceeds from this offering. Future fluctuations in Solana trading prices may result in our converting Solana purchased with the net proceeds from this offering into cash with a value substantially below the net proceeds from this offering.

USE OF PROCEEDS

We may issue and sell shares of our common stock having an aggregate gross sales proceeds of up to $200,000,000 from time to time (before deducting R.F. Lafferty’s commission and expenses). There is no minimum offering amount as a condition to close the offering, and the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares or fully utilize the Sales Agreement as a source of financing.

We intend to use the net proceeds from this offering for working capital purposes, acquiring SOL and strategic initiatives. Working capital uses may include operating expenses, personnel costs, professional fees, and other general and administrative expenses. We will also use a portion of the net proceeds to acquire SOL as part of our treasury management strategy. In addition, we may use a portion of the net proceeds toward strategic initiatives, which may include investments in other digital asset treasury companies, partnerships and other business opportunities that we believe will support long-term growth.

Solana is a highly volatile asset that has traded below approximately $68 per Solana and above approximately $253 per Solana in the 12 months preceding the date of this prospectus supplement. In addition, Solana does not pay interest or other returns and so the ability to generate a return on investment from the net proceeds from this offering will depend on whether there is appreciation in the value of Solana following our purchases of Solana with the net proceeds from this offering. Future fluctuations in Solana trading prices may result in our converting Solana purchased with the net proceeds from this offering into cash with a value substantially below the net proceeds from this offering.

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DILUTION

If you purchase shares of common stock in this offering, your ownership interest will be immediately diluted. Dilution represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering. Historical net tangible book value per share is equal to our total tangible assets, less total liabilities, divided by the number of outstanding shares of our common stock. As of March 31, 2026, our historical net tangible book value was approximately ($91.7) million, or ($3.11) per share of our common stock, based upon 29,497,394 shares of our common stock outstanding as of March 31, 2026.

After giving effect to the sale by us of 45,558,086 shares of common stock in this offering at an assumed public offering price of $4.39 per share, which is the last reported sale price of our common stock on the Nasdaq Capital Market on April 30, 2026, and after deducting commissions and estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2026 would have been approximately $106.5 million, or $1.42 per share of our common stock. This represents an immediate increase in as adjusted net tangible book value of $4.53 per share to our existing stockholders and an immediate dilution of $2.97 per share to new investors in this offering.

The following table illustrates this per share dilution to new investors in this offering:



Assumed public offering price per share			$	4.39
Historical net tangible book value per share as of March 31, 2026	$	(3.11)
Increase in net tangible book value per share attributable to existing investors	$	4.53
As adjusted net tangible book value per share after giving effect to this offering			$	1.42
Dilution per share to new investors in this offering			$	2.97

The net tangible book value in the table above excludes our digital assets, which are classified as intangible assets under U.S. generally accepted accounting principles (“U.S. GAAP”), and therefore may not fully reflect the value of our total assets.

The table above is based on 29,497,394 shares of common stock outstanding as of March 31, 2026 and excludes the following:

•4,357,569 shares of common stock issuable upon exercise of stock options outstanding as of March 31, 2026;

•683,766 shares of common stock issuable upon the vesting of restricted stock units outstanding as of March 31, 2026;

•112,734 shares of common stock available as of March 31, 2026 for future issuance under our 2023 Equity Incentive Plan;

•399,464 shares of common stock available as of March 31, 2026 for future issuance under our Employee Stock Purchase Plan, which was approved by shareholders on December 18, 2025;

•1,177,558 shares of common stock issuable upon the conversion of the convertible notes issued to PIPE investors under the April 2025 Securities Purchase Agreement;

•4,483,614 shares of common stock issuable upon the exercise of the warrants issued to PIPE investors under the April 2025 Securities Purchase Agreement;

•up to 5,300,453 shares of common stock potentially issuable upon the conversion of our 5.5% Convertible Senior Notes due 2030 (subject to customary anti-dilution adjustment provisions);

•up to 860,184 shares of common stock potentially issuable upon the exercise of the prefunded warrants issued to PIPE investors under the Subscription Agreements entered into on August 24, 2025;

•up to approximately 3,896,402 shares of common stock potentially issuable upon the exercise of the warrants which were distributed to the Company’s common stockholders and noteholders on October 27, 2025; and

•up to 34,729,877 shares of common stock issuable under the ELOC Agreement.

To the extent that any of these outstanding warrants are exercised, or we issue additional shares under equity incentive plans, employee stock purchase plans or restricted stock units, there may be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock and have no plans to do so in the foreseeable future.

PLAN OF DISTRIBUTION

We have entered into the Sales Agreement with R.F. Lafferty (also referred to as the “Agent”), pursuant to which we may offer and sell up to $200,000,000 of our common stock from time to time through R.F. Lafferty, acting as the principal and/or the sole designated sales agent. A copy of the Sales Agreement will be filed as an exhibit to a current report on Form 8-K and will be incorporated by reference into this prospectus. Subject to the terms and conditions of the Sales Agreement, we may deliver a placement notice to R.F. Lafferty stating, among other things, the number of shares of common stock to be issued, the time period during which sales are requested to be made, any limitations on the number of shares that may be sold in any one day and any minimum price below which sales may not be made. R.F Lafferty may accept or decline any placement notice at its discretion.

Upon delivery of a placement notice to R.F. Lafferty and subject to the terms and conditions of the Sales Agreement, R.F. Lafferty may sell shares of our common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. We may instruct R.F. Lafferty not to sell shares of our common stock if the sales cannot be effected at or above the price designated by us from time to time. We or R.F. Lafferty may suspend the offering of shares of our common stock upon notice and subject to other conditions. Upon acceptance of a placement notice, R.F. Lafferty will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell the shares of common stock on our behalf in accordance with the terms of such placement notice. R.F. Lafferty is not required to sell any specific number or dollar amount of shares of our common stock and has no obligation to purchase any shares of our common stock as principal.

We will pay the Agent a commission, in cash, at a rate of up to 0.75% of the gross sales price per share issued by us and sold pursuant to the Sales Agreement. Because there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Agent for certain specified fees and documented expenses, including the reasonable and documented fees and expenses of the Agent including but not limited to the fees and expenses of the counsel to the Agent, payable upon the execution of the Sales Agreement, (a) in an amount not to exceed $75,000 in connection with the execution of the Sales Agreement, (b) in an amount not to exceed $10,000 per calendar quarter thereafter payable in connection with each Representation Date (as defined in the Sales Agreement) with respect to which we are obligated to deliver a certificate pursuant to Section 7(l) of the Sales Agreement for which no waiver is applicable and excluding the date on which the Sales Agreement is initially executed, and (c) in an amount not to exceed $40,000 for each program “refresh” (filing of a new registration statement, prospectus or prospectus supplement relating to the Placement Shares (as defined in the Sales Agreement) and/or an amendment of the Sales Agreement) executed pursuant to the Sales Agreement. We estimate that the total expenses for the offering, excluding compensation payable to the Agent pursuant to the terms of the Sales Agreement, will be approximately $0.3 million, assuming we sell the entire amount offered pursuant to this prospectus supplement and the accompanying prospectus.

Settlement for sales of shares of our common stock will generally occur on the first trading day following the date on which such sales are made, or such earlier day as is industry practice. The shares of common stock will be delivered through the facilities of The Depository Trust Company or by such other means as we and R.F. Lafferty may agree against payment of the net proceeds to us. The net proceeds to us are not determinable as of the filing of this prospectus supplement. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

To the extent required by Regulation M, R.F. Lafferty will not engage in any market-making activities involving our shares of common stock while the offering is ongoing under this prospectus supplement. R.F. Lafferty and their affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees.

R.F. Lafferty will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase the shares of common stock under the terms and subject to the conditions set forth in the Sales Agreement. In connection with the potential future sales of common stock on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent will be deemed to be underwriting commissions or discounts.

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We have agreed to indemnify R.F. Lafferty against certain liabilities, including liabilities under the Securities Act or the Exchange Act, or to contribute to payments that they may be required to make in respect of such liabilities.

We will report at least quarterly the number of our shares of common stock sold under the Sales Agreement and the net proceeds to us in connection with such sales of our common stock.

The offering of shares of our common stock pursuant to the Sales Agreement will terminate upon the earliest of the sale of all shares subject to the Sales Agreement, the termination of the Sales Agreement by us or R.F. Lafferty in accordance with its terms, or the suspension or termination of sales thereunder.

This prospectus may be made available in electronic format on a website maintained by the Agent, and the Agent may distribute this prospectus electronically.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Perkins Coie LLP, Seattle, Washington. Certain legal matters will be passed upon for R.F. Lafferty by Lucosky Brookman LLP.

EXPERTS

Our former independent registered public accounting firm, dbbmckennon (“dbb”), audited our consolidated financial statements for the year ended December 31, 2024. We have included our consolidated financial statements in this prospectus supplement and elsewhere in the registration statement in reliance on the report of dbb, given their authority as experts in accounting and auditing.

Our current independent registered public accounting firm, Wolf & Company, P.C. (“Wolf”), audited our consolidated financial statements for the year ended December 31, 2025. We have included our consolidated financial statements in this prospectus supplement and elsewhere in the registration statement in reliance on the report of Wolf, given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus supplement is a supplement of the registration statement on Form S-3 that we filed with the SEC under the Securities Act and does not contain all of the information set forth in the registration statement. Whenever a reference is made in this prospectus supplement to any of our contracts, agreements or other documents, the reference may not be complete, and you should refer to the exhibits that are part of the registration statement or the exhibits to the reports or other document incorporated into this prospectus supplement for a copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements under the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public over the SEC’s website at www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website at https://defidevcorp.com. Information contained on or accessible through our website is not a part of this prospectus supplement and is not incorporated by reference herein, and the inclusion of our website address in this prospectus supplement is an inactive textual reference only.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with it into this prospectus supplement, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement. The information incorporated by reference into this prospectus supplement is deemed to be part of this prospectus supplement, and any information filed with the SEC after the date of this prospectus supplement will automatically be deemed to update and supersede information contained in this prospectus supplement and the accompanying prospectus.

The following documents previously filed with the SEC are incorporated by reference in this prospectus supplement:

•Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026;

•the description of securities contained in Exhibit 4.6 of our Annual Report on Form 10-K for the year ended December 31, 2025, and

S-12

•Current Reports on Form 8-K filed with the SEC on January 29, 2026, February 19, 2026, April 6, 2026 and April 6, 2026.

All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and prior to the end of the offering of the common stock under this prospectus supplement, shall also be deemed to be incorporated by reference herein from the date of filing of such documents and reports, and will update and supersede the information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

You should rely only on the information contained or incorporated by reference in this prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement is accurate only as of the date of this prospectus supplement. Our business, financial condition, results of operations and prospects may have changed since that date.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for the purposes of this prospectus supplement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (561) 559-4111 or by writing to us at the following address:

DeFi Development Corp.

6401 Congress Avenue, Suite 250

Boca Raton, FL 33487

Attn: Fei (John) Han, Chief Financial Officer

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PROSPECTUS

$1,000,000,000

Common Stock

Preferred Stock

Warrants

Debt Securities

Units

DeFi Development Corp. (the “Company”, “we” or “our”) may offer and sell from time to time shares of common stock; shares of preferred stock, warrants, debt securities, which may be senior debt securities or subordinated debt securities; and units that include any of these securities, or combination thereof. Collectively, the common and preferred stock, warrants, debt securities and units are referred to as the “Securities”. We may sell any combination of these Securities in one or more offerings in amounts, at prices and on terms that we determined at the time of the offering, with an aggregate offering price of up to $1,000,000,000.

This prospectus provides a general description in which the Securities listed above may be offered and sold. Each time we offer and sell Securities pursuant to this prospectus, we will provide a prospectus supplement that describes the specific manner in which Securities will be offered and may add, update or change information contained in this prospectus. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our Securities.

We may sell the Securities on a continuous or delayed basis directly or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters, dealers, purchasers or agents involved in the sale of our Securities and applicable fees, commissions or discount arrangements will be stated in an accompanying prospectus supplement. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such Securities.

Our common stock is traded on the Nasdaq Stock Market stock exchange under the symbol “DFDV”. On April 16, 2026, the last reported sale price of our common stock was $4.77 per share.

Investing in our Securities involves a number of significant risks. See “Risk Factors” beginning on page 5 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or passed upon accuracy or the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 27, 2026.

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this shelf registration, we may from time to time, offer and sell any combination of the Securities described in this registration statement in one or more offerings for total gross proceeds of up to $1,000,000,000.

This prospectus provides you with a general description of the Securities that we may offer. Each time we sell Securities, we will provide the specific details of the Securities offered in a separate document called a prospectus supplement and/or free writing prospectus.

If the information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus. Accompanying prospectus supplement may also add, update or change information contained in this prospectus.

Before investing in our securities, you should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our Securities discussed herein under the section titled “Risk Factors” and under similar headings in the documents that are incorporated by reference into this prospectus. See “Risk Factors” on page 5 of this prospectus.

You should carefully read the information incorporated by reference into this prospectus, including our consolidated financial statements, as well as the exhibits to the registration statement of which this prospectus is a part. The information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations, and prospects may have changed since those dates. See the section titled “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” for further detail.

We are responsible for the information contained and incorporated by reference in this prospectus, in any accompanying prospectus supplement, and in any related free writing prospectus we prepare or authorize. You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement or related free writing prospectus, or in any post-effective amendment to the registration statement or in any amendment to this prospectus. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these Securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus, any prospectus supplement or any such free writing prospectus is accurate as of any date other than their respective dates.

PROSPECTUS SUMMARY

THE COMPANY

We consider these our two operating segments:

For a complete description of our business, segments, financial condition, results of operations and other important information regarding us, please refer to our filings with the SEC that are incorporated by reference into this prospectus. For information on how to access these filings, see the section titled “Where You Can Find More Information” in this prospectus.

RECENT DEVELOPMENTS

Wind Down

CORPORATE INFORMATION

We were originally formed as Janover Ventures LLC, a Florida limited liability company, on November 28, 2018, and converted to Janover Inc., a Delaware corporation, on March 9, 2021. We are headquartered at 6401 Congress Avenue, Suite 250, Boca Raton, Florida 33487. The Company’s website is https://defidevcorp.com and our telephone number is (561) 559-4111. Effective April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” and the ticker symbol for the Company’s Common Stock changed to “DFDV” on the Nasdaq Capital Market.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We are an “emerging growth company” as defined in the U.S. federal securities laws. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

•not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

•reduced disclosure obligations regarding executive compensation; and

•not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

IMPLICATIONS OF BEING A SMALLER REPORTING COMPANY

We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

RISK FACTORS

Investing in our Securities involves a high degree of risk. Before deciding whether to invest in our Securities, you should carefully consider the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K, as may be updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. For more information regarding the incorporation of information herein by reference, see the section titled “Incorporation of Certain Information by Reference” for further details. Historical financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially adversely affected. This could cause the trading price of our Securities to decline, resulting in a loss of all or part of your investment. Please also carefully read the section below titled “Cautionary Note Regarding Forward-Looking Statements”.

SEC Form 424B5 filed by DeFi Development Corp.