DeFi Development Corp.

NOTE 1—OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

DeFi Development Corp. (“DeFi Dev", the “Company”, "we", "our", "us") is a company focused on building and managing a digital asset treasury centered on the Solana blockchain ecosystem. We also provide an 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.

Change of Control

On April 4, 2025, Blake Janover, then Chief Executive Officer and Chairman of DeFi Development Corp. (formerly Janover Inc.), entered into a Stock Purchase Agreement (“Purchase Agreement”) with DeFi Dev LLC, a Delaware limited liability company, and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”) to sell 5,100,424 shares of common stock, with each share of common stock entitled toone vote per share and representing approximately 51.0% of the Company’s 9,999,248 issued and outstanding shares of common stock and 10,000 shares of Series A preferred stock of the Company, with each share of Series A preferred stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the common stock unless otherwise prohibited by law. DeFi Dev LLC and NS Corp were previously unaffiliated parties to the Company. DeFi Dev LLC purchased 412,041 shares of common stock and 5,500 shares of Series A preferred stock for $2.3 million utilizing funds contributed by its managing member and other members. A portion of the funds for the purchase of shares by DeFi Dev LLC came from a loan from Joseph Onorati, current Chief Executive Officer of DeFi Dev. NS Corp purchased 316,591 shares of common stock and 4,500 shares of Series A preferred stock for $1.7 million utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4.0 million. The transactions under the Purchase Agreement constituted a change in control of the Company.

The change of control is considered a business combination under Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"), with DeFi Dev LLC and NS Corp identified as the accounting acquirer and us the acquiree. We have elected not to apply pushdown accounting as allowed under ASC 805 which is irrevocable once elected. As a result, our assets and liabilities continue to be presented at historical carrying amounts and no fair value adjustments or goodwill were recorded in our consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of DeFi Dev and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Reclassifications

Reclassifications have been made to prior periods to conform to classifications used in the current period. Such reclassifications had no effect on previously reported results.

Revision of Unaudited Consolidated Financial Information

During the preparation of the Company’s annual financial statements, management identified errors in the calculation of earnings-per-share (“EPS”) in our previously issued unaudited condensed consolidated financial statements as of and for the three and nine month ended September 30, 2025. See Note 2—Revision of Interim Financial Information (Unaudited) for further discussion.

Change in Operating Segments

In the second quarter of 2025, management re-evaluated our segment reporting structure and determined that we now operate intwo reportable segments. Historically, we operated as a single operating segment focused

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on our real estate technology platform. The change in reportable segments had no effect on previously reported results. See Note 5—Segments for further discussion.

Stock Splits

Effective December 30, 2024, we had a one-for-eight reverse stock split of the Company's common stock. Additionally, on May 6, 2025, our Board of Directors approved aseven-for-one forward stock split of the Company's common stock to shareholders of record as of the close of business on May 19, 2025. All share, per share data and related pricing have been adjusted to reflect the previously mentioned stock splits for all periods presented.

Treasury Stock

We account for repurchased shares in accordance with Accounting Standards Codification Topic 505-30, Treasury Stock ("ASC 505") using the cost method, under which the acquired shares are recorded at the cost paid to reacquire the shares, which includes brokerage commissions and other direct transaction costs. Treasury stock is presented as a reduction of total stockholder’s equity. Repurchased shares are not considered outstanding for purposes of EPS calculations from the date of repurchase. See Note 11—Stockholders’ Equity for further discussion.

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results may differ significantly from these estimates and assumptions. Our most significant estimates and assumptions relate to valuation of financial instruments, valuation of share-based compensation and our valuation allowances on deferred taxes. Management evaluates these estimates and assumptions on an ongoing basis using the most current information available and changes are made in the period they are known.

Fair Value Measurements

We determine fair value measurements for certain assets and liabilities in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:

We use this framework to measure the fair value of certain financial instruments on a recurring basis, such as our cash and cash equivalents, debt securities, marketable securities, digital assets pledged as collateral, digital assets at fair value, digital asset financing arrangements, as well as on a non-recurring basis for our acquisitions and impairment testing on our property and equipment, intangible assets and digital assets, at carrying value, convertible notes and pre-funded warrants. We also use this framework for disclosure purposes related to certain items, such as debt and our off-balance sheet transactions. See Note 15—Fair Value Measurements for further discussion.

Cash and Cash Equivalents

Our cash and cash equivalents consist of money market and demand deposit accounts held at various financial institutions and at digital asset platforms. The carrying amounts of our cash and cash equivalents approximate their fair value.

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Stablecoins

Stablecoins are digital assets that are backed by reserves secured through demand deposits, cash equivalents, or other highly liquid assets and are redeemable for the underlying fiat currency on a one-to-one basis. We consider stablecoins to be financial instruments and have elected the fair value option under Accounting Standards Codification Topic 825, Financial Instruments (“ASC 825”). Under ASC 825, this election is irrevocable, unless a new election date occurs. Stablecoins are initially record at cost, within Other assets as stated on our Consolidated Balance Sheets, and are then subsequently remeasured at fair value, as of each balance sheet date with changes from remeasurement recognized in earnings. The fair value of stablecoins is determined using Level 1 inputs, as defined by ASC 820 and account for changes from remeasurement within Net loss (gain) on digital assets, as stated on our Consolidated Statements of Operations.

Deferred Offering Costs

We incur offering costs in connection with the issuance of equity instruments. We evaluate and account for offering costs in accordance with Accounting Standards Codification Topic 340, Other Assets and Deferred Costs (“ASC 340”). Under ASC 340-10-S99-1, or SEC Staff Accounting Bulletin Topic 5.A (“SAB 5.A), incremental offering costs directly attributable to a proposed or actual offering of equity instruments may be deferred and charged against the gross proceeds of such offerings. Accordingly, costs incurred related to ongoing equity offerings are included within Deferred offering costs, as stated on our Consolidated Balance Sheets, and are ratably applied to the cost of the equity offerings as each is issued. If an equity offering is subsequently terminated, the remaining unallocated portion of the deferred offering costs are charged to earnings in the period such offering is terminated.

Digital Assets

Digital assets are considered intangible assets under Accounting Standards Codification Subtopic 350-60, Intangibles—Goodwill and Other—Crypto Assets ("ASC 350-60"). Under ASC 350-60, digital assets that meet the definition of intangible assets, among other criteria, are initially recorded at cost and are then subsequently remeasured at fair value, as of the balance sheet date with changes from remeasurement recognized in earnings. The fair value for digital assets that are unrestricted ("liquid") and freely tradable are determined using Level 1 inputs as defined in ASC 820. Conversely, fair value for digital assets that are restricted ("locked") due to vesting schedules or contractual restrictions are determined based on Level 1 inputs adjusted for the impact of such restrictions based on Level 2 inputs, in accordance with ASC 820. We account for changes from remeasurement within Net loss (gain) on digital assets, as stated on our Consolidated Statements of Operations.

Digital assets that we hold that do not meet the criteria under ASC 350-60 are accounted for as intangible assets with indefinite useful lives and are initially recorded at cost and are not amortized but instead are tested for impairment at least annually, or more frequently, if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. As such, these digital assets are reflected in our Consolidated Balance Sheets, at cost net of any impairments within Digital assets, at carrying value. We evaluate impairments on these digital assets on at least an annual basis, or more frequently if events or changes in circumstances occur and use Level 1 inputs, unadjusted quoted prices in active markets, for the fair value to determine if an impairment has occurred. If unadjusted quoted prices in active markets for our digital assets are lower than the carrying value recorded, then we will record an impairment charge equal to the difference between the carrying value and the fair value. Impairment charges are recognized within Net loss (gain) on digital assets, as stated on our Consolidated Statements of Operations.

When we receive digital assets earned on external staking platforms or from operating and managing validator nodes, we will initially record them at fair value on the date the digital assets are received. Upon the disposal of digital assets, any gains or losses are recognized in Net loss (gain) on digital assets, as stated on our Consolidated Statements of Operations, and are calculated as the difference between the selling price and our carrying value, using the specific identification method. See Note 6—Digital Assets for further discussion.

Intangible Assets

We account for finite-lived intangible assets in accordance with Accounting Standards Codification Topic 350, Intangibles ("ASC 350"). Under ASC 350, finite-lived intangible assets are amortized and consist of our validators, developed technology and customer database. These intangible assets are amortized on a straight-line basis over their estimated useful life. We periodically review the appropriateness of the estimated useful life

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of our finite-lived intangible assets. Additionally, we will evaluate these assets for impairments whenever events or circumstances indicate that the carrying amount may not be recoverable over the remaining life of the asset.

We have an indefinite-lived intangible asset and account for it in accordance with ASC 350. Under ASC 350, the indefinite-lived intangible asset is not amortizable and consists of our domain name. Our indefinite-lived intangible asset is tested for impairment at least annually or whenever events or circumstances indicate an impairment may have occurred. If we determine that the fair value is lower than the carrying value recorded, then it is more likely than not that our domain name is impaired, and we will record a charge equal to the difference between the carrying value and the fair value within Depreciation and amortization, as stated on our Consolidated Statements of Operations, unless stated separately.

See Note 8—Goodwill and Intangible Assets for further discussion.

Goodwill

Goodwill is calculated as the excess of the purchase price of an acquisition over the identifiable net assets acquired. We account for goodwill in accordance with Accounting Standards Codification Topic 350, Intangibles—Goodwill and Other. Under ASC 350, it is not subject to amortization but is instead tested at least annually for impairment at the reporting unit level. We test for goodwill impairment in the fourth quarter of each fiscal year or whenever events or circumstances indicate an impairment may have occurred. ASC 350 permits us to first assess qualitative factors, to determine whether it is necessary to perform a quantitative impairment test for our reporting units. The quantitative impairment test is required only if we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount. We will perform the quantitative test, if necessary, using Level 2 and Level 3 inputs including, among other models, the discounted future cash flows method to determine the fair value. If the fair value of the reporting unit exceeds the carrying amount then goodwill is considered not to be impaired. However, if the carrying value amount of the reporting unit exceeds the fair value then an impairment charge is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. See Note 8—Goodwill and Intangible Assets for further discussion.

Derivative Instruments

We primarily enter intotwo types of derivative instruments, digital asset financing arrangements and option contracts. We evaluate and account for these derivative instruments under Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815"). Under ASC 815 we are required to recognize derivatives as either assets or liabilities on our Consolidated Balance Sheets. Derivatives are recorded initially and subsequently at fair value, with changes recognized in earnings within (Loss) gain from derivative instruments as stated on our Consolidated Statements of Operations, as our derivatives are not designated and do not qualify for hedge accounting. See Note 10—Derivatives for further discussion.

Revenue

We recognize revenue in accordance with the five-step model outlined in Accounting Standards Codification Topic 606—Revenue from Contracts with Customers ("ASC 606"). This model helps us identify the contract we have with our customers, identify the performance obligation in the contract, determine the transaction price, allocate the transaction price to the performance obligation and recognize revenue as the performance obligation is satisfied. We earn revenue from our digital asset treasury strategy and by providing our real estate platform and products to customers. See Note 3—Revenue for further discussion.

Cost of Revenue

Cost of revenue represents costs directly related to our products and services and include direct software costs, hosting fees and fees associated with operating our own validator nodes and excludes depreciation and amortization expense. These are expensed when incurred.

Sales and Marketing

Sales and marketing includes employee-related costs, consisting of wages and salaries, commissions, share-based compensation expense and costs related to advertising for the promotion of our products and services. These are expensed when incurred unless recognition or measurement is governed by other applicable U.S. GAAP, such as share-based compensation. Advertising expense in 2025 and 2024 was $703.6 thousand and $125.0 thousand, respectively.

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Research and Development

Research and development includes employee-related costs, consisting of wages and salaries and share-based compensation expense and costs to develop and refine technological processes used to carry out business operations, including personnel costs for website and non-capitalizable software design and development functions and related software and hosting costs. These are expensed when incurred unless recognition or measurement is governed by other applicable U.S. GAAP, such as share-based compensation.

General and administrative includes corporate employee-related costs, consisting of wages and salaries, benefits and share-based compensation expense, professional fees, licenses and insurance and office expenses. These are expensed when incurred unless recognition or measurement is governed by other applicable U.S. GAAP, such as share-based compensation.

Income Taxes

We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in tax returns. The measurement of deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases, using enacted tax rates expected to be applied in the periods in which those temporary differences are expected to affect taxable income. Deferred tax assets are evaluated for realizability, and a valuation allowance is established when, management estimates that it is more likely than not that some portion or all of the deferred tax asset will not be realized. Management determines the realization of deferred tax assets upon forecasted taxable income, the reversal of temporary differences between financial statement and tax income, and the expected tax rates in future periods.

We are required to evaluate the effect of tax positions only if those positions are more likely than not to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more likely than not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. We record interest and penalties related to uncertain tax positions within income tax expense.

For U.S. federal income tax purposes, digital assets are generally treated on the same tax principles as property transactions. Accordingly, transactions involving the purchase, exchange or sale of digital assets may result in taxable income, capital gains or losses or ordinary income, depending on the nature of the transaction and the applicable tax law.

Share-Based Compensation

We account for share-based compensation in accordance with Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC 718"). We measure all share-based awards granted to employees, directors and non-employee consultants based on the grant date fair value using the Black-Scholes Option valuation model on a straight-line basis over the vesting period of the respective award, net of any forfeitures. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved. See Note 12—Share-Based Compensation for further discussion.

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed the Federal Deposit Insurance Limit of $250,000. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2025 and 2024, the Company’s cash and cash equivalents were held at financial institutions.

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During 2025, one lender accounted for 14%, of our real estate platform revenue. The segment may be negatively affected by the loss of this lender. There were no lenders in 2024 that accounted for 10% or more of the total revenue of our real estate platform.

Market Risk

We are exposed to market risk related to our digital asset holdings, collateral associated with our digital asset financing arrangements and digital asset financing arrangements, which are impacted by the market value of the respective underlying digital asset. We performed a sensitivity analysis assuming a hypothetical 10% increase or decrease in the fair value of these digital assets to demonstrate the potential impact on our financial results.

The following table presents the hypothetical market risk impact on our digital asset holdings:

Our market risk exposure on our digital asset financing arrangements is inherently offset, in part, by the amount of the borrowed digital asset remaining in our digital asset holdings and by the associated collateral posted for these digital asset financing arrangements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Credit Losses

In July 2025, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2025-05 Financial Instruments—Credit Losses ("ASU 2025-05"), which provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. ASU 2025-05 applies to public entities with annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. We are evaluating the impact this guidance may have on our consolidated financial statements.

Expense Disaggregation Disclosure

In November 2024, FASB issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), which enhances transparency by requiring public entities to disclose more detailed information about their income statement expenses. This includes disaggregating specific natural expense categories, like employee compensation and depreciation, within certain expense captions. ASU 2024-03 applies to public entities with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, early adoption is permitted. We are evaluating the impact this amended guidance may have on the notes to our consolidated financial statements.

Management does not believe that any other new accounting pronouncements issued or effective during the period had or is expected to have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

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RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Income Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740) which enhances income tax disclosures related to the effective tax rate reconciliation and income taxes paid information among other disclosures. The update improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction as well as adding disclosures of pretax income or loss and income tax expense or benefit to be consistent with Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and removing disclosures that no longer are considered cost beneficial or relevant. The amended guidance is effective for annual periods beginning after December 15, 2024. We adopted this guidance prospectively for the annual period ended December 31, 2025.

NOTE 2—REVISION OF INTERIM FINANCIAL INFORMATION (UNAUDITED)

During the preparation of the Company’s annual financial statements, management identified errors in the calculation of EPS in our previously issued unaudited condensed consolidated financial statements as of and for the three and nine month periods ended September 30, 2025. The errors resulted from the double counting of certain shares related to the ELOC in the calculation of weighted-average shares outstanding, as well as the omission of our ELOC commitment shares included in diluted weighted-average shares outstanding. These errors impacted the Company’s previously reported basic and diluted EPS for the affected interim periods.

Management evaluated the error in accordance with Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections and Staff Accounting Bulletin No. 99, Materiality. The evaluation considered both quantitative and qualitative factors for assessing the impact of the error on previously issued interim consolidated financial statements. Based on the evaluation, management concluded that the error was not material to the Company’s previously issued interim consolidated financial statements as the error only affected the weighted-average number of shares outstanding denominator used in the calculation of EPS. The error did not affect our previously reported unaudited Condensed Consolidated Balance Sheets, Statements of Operations, Cash Flows or Stockholders’ Equity.

The following tables present the amounts previously reported, the revision impact and the revised amounts for the affected items in the presentation of EPS:

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The following tables provide the impact related to computation of basic and diluted net income (loss) per share for the periods presented:

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NOTE 3—REVENUE

We earn revenue from digital assets through our treasury strategy and from providing customers with our AI-powered online real estate platform and from other value-added products and services.

We earn reward revenue from participating in securing the Solana Network through external staking providers and from our owned and managed validators. Securing the Solana Network, known as the proof-of-stake consensus protocol, involves creating and validating transactions on the blockchain. This validation process is done through a validator infrastructure called a validator node. In exchange for providing these services, a validator will receive reward revenue in the form of SOL. The amount of reward revenue a validator will receive varies based on several factors including, the Solana Network’s annual inflationary rate, validator performance, and the amount of SOL that is delegated to the validator compared to the total Solana Network. Reward revenue is typically received at the end of each Solana epoch, which is less than three days.

External Staking Revenue

We delegate (“stake”) a portion of our SOL holdings, primarily consisting of locked SOL, to external validators. Our staked SOL holdings are subject to a bonding period of one epoch and may be unstaked at our discretion subject to an unbonding period also of one epoch. Under these staking arrangements, we provide a right to the validator to utilize our staked SOL holdings, while maintaining ownership, to perform the validation process on our behalf. In exchange, we will receive a portion of the validator’s total earned rewards in the form of SOL, net of any commission fees. We evaluated these arrangements under the principal versus agent guidance in ASC 606 and determined that we act as an agent and recognize revenue on a net basis. As an agent to these arrangements, we do not have the ability to control the validation services provided to the Solana Network. The amount of revenue recorded is equal to the fair value on the date the SOL is received.

Validator Revenue

We receive rewards, in the form of SOL, from providing validation services directly to the Solana Network through our owned validators. Rewards for validation services provided are received at the end of each epoch. We evaluated this arrangement under the principal versus agent guidance in ASC 606 and determined that we act as a principal and recognize the rewards received on a gross basis, including rewards generated from tokens staked by us, if any. As a principal in this arrangement, we control the operations of our validators and are responsible for fulfilling the validation services to the Solana Network. The amount of revenue recorded is equal to the fair value on the date the SOL is received.

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Additionally, we also manage the operations of several validators for a fee, as specified under the service arrangement, which is received in SOL. Under these service arrangements we are responsible for performing the act of providing validation services to the Solana Network. We evaluated these service arrangements under the principal versus agent guidance in ASC 606 and determined that we act as a principal and recognize the fee received, under the arrangement, on a gross basis. As a principal in this arrangement, we control the fulfillment of providing the validation services to the Solana Network. The amount of revenue recorded is equal to the fair value on the date the SOL is received.

We earn platform revenue from fees charged to our customers that utilize our technology platform which matches lenders and borrowers. These fees include a share of the revenue per transaction by the lender, typically 1% of the loan amount, and in some cases a fixed negotiated fee from the borrower. We have evaluated the terms of the contract with these customers and have determined that we act as an agent and recognize revenue on a net basis at the time the lending transaction is fully funded and closed.

We also derive revenue from our software as a service ("SaaS") offerings which provide data, transparency and other tools to help customers navigate the complex components of the multifamily and commercial property lifecycles and includes debt, equity, insurance and technology. Contracts with customers utilizing our SaaS offerings are subscription based and last betweenone tothree years. We act as the principal in these contracts and recognize revenue ratably over the contract term on a gross basis. The amount of revenue earned is equal to the annual rate per the contract or when the services are performed throughout the contractual period.

DISAGGREGATION OF REVENUE

The following table shows the disaggregation of revenue for the periods presented:

DEFERRED REVENUE

The following table presents changes in both current and noncurrent deferred revenue for the periods presented:

As of December 31, 2025, we hadno deferred revenue related to contracts greater than one year. Deferred revenue decreased for the year ended December 31, 2025 due to the disposal of JPro, see Note 7—Acquisitions and Dispositions for further discussion.

NOTE 4—NET (LOSS) INCOME PER SHARE

We computed basic Net (loss) income per common share by dividing Net (loss) income by the weighted-average number of common shares outstanding during the relevant period. Diluted net (loss) income per common share is calculated by dividing Net (loss) income by the weighted average of common shares outstanding during the relevant period plus the effect of dilutive shares using the treasury stock method, which excludes shares that would have an antidilutive effect, for share-based awards and warrants and the if-converted method for the effect of shares issuable under our convertible debt instruments. In periods where we report net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items would decrease the net loss per share.

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The following table provides the computation of basic and diluted Net (loss) income per share for the periods presented:

NOTE 5—SEGMENTS

We determine operating segments based on metrics that our Chief Operating Decision Maker (“CODM”) reviews internally to manage our business, including resource allocation and performance assessment. Our CODM is the Chief Executive Officer, who regularly reviews financial results based ontwo operating segments consisting of Digital Asset Treasury and Real Estate Platform.

•Digital Asset Treasury ("Treasury"): This segment is responsible for executing and managing the Company’s treasury policy, including our owned validators.

•Real Estate Platform ("Real Estate"): This segment is responsible for providing a technology 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. These property lenders include traditional banks, credit unions, REITs, debt funds, and other financial institutions looking to deploy capital into commercial mortgages.

The CODM uses Segment operating (loss) income to evaluate operating segment performance and allocate resources, including current period to prior period variances on a quarterly basis. Segment operating (loss) income excludes the impact of income taxes, interest expense andinvestment and other (expense) income items, as these are managed at the corporate level. We do not prepare separate balance sheets by operating segment for the CODM, as such, assets are not evaluated as part of operating segment performance and resource allocation. We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific assets, as these are included in Segment operating (loss) income.

Accounting policies associated with our operating segment are the same as those previously described in Note 1—Overview and Significant Accounting Policies, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidations.

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The table below shows our Segment operating (loss) income for the periods presented:

The below table reconciles Segment (loss) income to consolidated (loss) income before income taxes for the periods presented:

NOTE 6—DIGITAL ASSETS

DIGITAL ASSETS, AT FAIR VALUE

The table below details the components of our digital assets, at fair value with units, cost basis amounts and fair value based on Level 1 inputs that use unadjusted quoted prices from active markets. We didnot hold any digital assets, at fair value as of December 31, 2024:

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Locked SOL

A portion of our digital assets at fair value includes locked SOL, which we purchase below the spot rate, and cannot be withdrawn from the custodial accounts in which it is held for a predetermined period. Locked SOL may be staked to earn rewards and used as collateral while subject to vesting restrictions.

The table below details the future release of our locked SOL, in notional amounts, which also includes collateral related to digital asset financing arrangement term loans of 607.5 thousand tokens:

The table below shows a reconciliation of activity of our digital assets, at fair value. We didnot hold any digital assets, at fair value as of December 31, 2024:

(a)These amounts are included within Net loss (gain) on digital assets as stated on our Consolidated Statements of Operations.

DIGITAL ASSETS, AT CARRYING VALUE

The tables below summarize our digital assets, at carrying value with the respective gross and net carrying amounts, as well as fair value based on Level 1 inputs that use unadjusted quoted prices from active markets. We didnot hold any digital assets, at carrying value as of December 31, 2024:

(a)No other digital asset accounted for 10% or more of the total balance.

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NOTE 7—ACQUISITIONS AND DISPOSITIONS

DISPOSITION

On September 16, 2025, our real estate segment entered into an asset purchase agreement to dispose of JPro, a technology and software as a service business, to JPro Labs, LLC ("JPro Labs"), whose sole member is Blake Janover, our Chief Commercial Officer and a member of our Board of Directors. As part of the transaction, we paid cash consideration of $1.4 million to JPro Labs to assume the assets and liabilities of JPro. The real estate segment recorded a loss on the disposition of $2.0 million during the third quarter 2025. The JPro disposition did not meet the criteria to be reported as discontinued operations in the consolidated financial statements as our decision to divest the related assets and liabilities did not represent a strategic shift that will have a major effect on our operations and financial results. See Note 18—Related Party Transactions for further discussion.

ASSET ACQUISITION

Solsync Solutions Partnership

On May 1, 2025, under the terms of the asset purchase agreement, we acquiredtwo validator nodes from Solsync Solutions Partnership, a SOL validator business owned by Parker White, our Chief Operating Officer and Chief Investment Officer, a related party, for a total consideration, including transaction-related costs, of $3.6 million, consisting of $0.6 million in cash and $3.0 million, or 604,884 shares, in restricted common stock. This transaction was accounted for as an asset acquisition with the total consideration allocated to the validators based on the cost accumulation and allocation method. See Note 8—Goodwill and Intangible Assets and Note 18—Related Party Transactions for further discussion.

NOTE 8—GOODWILL AND INTANGIBLE ASSETS

GOODWILL

The table below shows the changes in the carrying value of goodwill:

INTANGIBLE ASSETS, NET

The following table shows the components of intangible assets, net for the periods presented:

(a)On May 1, 2025, we recorded intangible assets as a result of an asset acquisition, which consisted of validators. See Note 7—Acquisitions and Dispositions for further discussion.

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The following table shows the estimated amortization expense related to the net carrying amount of finite-lived intangible assets:

NOTE 9—DEBT

The table below summarizes our debt outstanding, we hadno debt outstanding as of December 31, 2024:

As of December 31, 2025, the estimated fair value of our debt was approximately $119.5 million. The estimated fair value of our long-term convertible notes is based on Level 3 inputs utilizing the discounted cash flow model. The discount rate applied in the valuation model is based on the yield of U.S Treasury securities with similar remaining contractual terms, plus a credit spread derived from the Intercontinental Exchange Bank of America U.S. corporate bond option-adjusted spread indices for issuers with similar credit risk profiles.

The total interest expense on our debt was $5.4 million with contractual interest rate expense of $3.7 million and amortization of debt discount and issuance costs of $1.7 million. Additionally, we recognized interest expense of $1.7 million related to warrant dividends issued to holders of the notes. There wasno debt outstanding as of December 31, 2024.

SHORT-TERM DEBT

In April 2025, we entered into a Director and Officer insurance policy for $666.3 thousand, where we borrowed a total of $516.5 thousand. The financed insurance premiums are payable overten months and have a contractual annual interest rate of 7.1% which is calculated using a 365-day calendar year. During 2025, we paid a total of $426.7 thousand related to the insurance policy borrowings.

LONG-TERM DEBT

July 2030 Convertible Notes

On July 7, 2025, we issued $112.5 million in aggregate principal amount, in a private offering, of 5.5% convertible senior notes due 2030 ("July Notes"). The July Notes bear interest at an annual rate of 5.5% which is calculated based on a 360-day year, payable semiannually in arrears. The July Notes mature on July 1, 2030, unless we redeem or the notes are converted according to the terms of the agreement. In connection with the issuance of the July Notes, we entered into an indenture with U.S. Bank Trust Company, National Association, as trustee. We received $108.1 million in net proceeds, of which approximately $75.6 million was used to

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repurchase shares of the Company's common stock in the form of a prepaid forward stock purchase transaction with the remaining used for general corporate purposes, including the acquisition of SOL.

We determined that the prepaid forward stock purchase is an equity contract on our common shares requiring physical settlement in common shares of the Company. As such, we recorded the prepaid forward stock purchase as a reduction to Additional paid-in capital.

On July 9, 2025, the initial purchasers of the private offering exercised the right to purchase additional July Notes, as granted under the terms of the private offering, resulting in an additional issuance of $10.0 million in aggregate principal amount of the July Notes. We received $9.7 million in net proceeds which was used for general corporate purposes, including the acquisition of SOL.

Prior to January 1, 2030, the July Notes are convertible only upon the occurrence of certain events. On or after January 1, 2030 and until the close of business on the second scheduled trading day immediately preceding the maturity date of the July Notes, holders may convert the July Notes at any time. The previously mentioned notes are convertible into cash, shares of the common stock or a combination of cash and shares of the common stock, at our election, subject to certain restrictions. The initial conversion rate of the July Notes is 43.2694 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $23.11 per share of common stock). The conversion rate is subject to customary anti-dilution adjustments. In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, we will increase the conversion rate for a holder who elects to convert its notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in the indenture.

Prior to July 5, 2026, we may not redeem the July Notes. We may redeem for cash all or any portion of the notes, at our option, on or after July 5, 2026 if the last reported sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will be equal to 100% of the principal amount of the July Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.

If the Company undergoes a “fundamental change,” as defined in the indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their July Notes at a fundamental change repurchase price equal to 100% of the principal amount of the July Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding July Notes may declare 100% of the principal of and accrued and unpaid interest, if any, on all the outstanding notes to be due and payable.

We evaluated the embedded conversion features of the July Notes under ASC 815 and concluded that the embedded conversion features qualify for the derivatives scope exception in ASC 815. As such, the embedded conversion options do not require bifurcation from the host instrument. Additionally, we evaluated whether the redemption features of the July Notes were considered embedded derivatives under ASC 815 that should be bifurcated and accounted for separately. We determined the redemption features are clearly and closely related to the debt host contract and do not require bifurcation under ASC 815.

April 2030 Convertible Notes

On April 4, 2025, we entered into several Securities Purchase Agreements (the “Notes Agreement”) with a syndicate of investors (the "Investors"), in which we agreed to, among other things, issue Convertible Notes (the "April Notes") totaling approximately $42.0 million in aggregate principal due April 6, 2030 ("Maturity Date"). The April Notes have an interest rate of 2.5% per year, accrued daily and payable quarterly in arrears on March 31, June 30, September 30 and December 31 each year. The April Notes are convertible at any time prior to and or on the Maturity Date, conditioned that the Company’s market capitalization equals or exceeds $100 million on the day prior to the conversion date (“Market Capitalization Condition”). The conversion price for the April Notes

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shall equal the last reported sale price of the Company’s common stock on NASDAQ on the date the Market Capitalization Condition is met. The conversion price will not be adjusted, except for customary anti-dilution and dividend protection. Conversion of the April Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of common stock.

Holders of the April Notes have the right to require us to repurchase the April Notes at a price equal to 100% of par plus accrued and unpaid interest, if any, on April 6, 2028. In addition, the Company may redeem the April Notes on or after April 6, 2028, if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days during a period of 30 consecutive trading days at a price equal to 100% of par plus accrued and unpaid interest, if any.

The April Notes provide that the holder may not convert any portion of such holder's April Notes to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of our outstanding shares of common stock immediately after conversion, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion. The April Notes contain certain other customary covenants and customary events of default provisions.

We evaluated the embedded conversion features of the April Notes under ASC 815 and concluded that the embedded conversion features qualify for the derivatives scope exception in ASC 815. As such, the embedded conversion options do not require bifurcation from the host instrument.

In connection with the issuance of the April Notes, we issuedtwo series of detachable stock warrants for each $1,000 in principal amount of the April Notes to purchase approximately 58.34 shares of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock at an exercise price of $21.43 per share in the second series.

We determined that the warrants issued in connection with the April Notes are freestanding equity-linked instruments and have allocated the proceeds based on the relative fair values of the April Notes and warrants. The fair value of the April Notes of $34.1 million was estimated using a Monte Carlo simulation. The fair value of the warrants of $7.9 million was estimated using Black-Scholes Option model. The allocation of proceeds between the April Notes and the warrants resulted in a discount on the April Notes of $7.9 million. The discount will be amortized as interest expense over the contractual term of the April Notes using the effective interest method. In addition, the fair value of the warrants was recorded in Additional paid-in capital, as stated on our Consolidated Balance Sheets. See Note 11—Stockholders’ Equity and Note 15—Fair Value Measurements for further discussion.

On April 15, 2025, the Company triggered the Market Capitalization Condition and accordingly the conversion price on the April Notes was set to equal the last reported sale price of common stock on NASDAQ on that day of $10.64 per share. On the same day, we reached an agreement with the Investors and provided them notice that the conversion price would be set at $9.74 per share (the “Conversion Price Reduction”), which was not in alignment with the terms of the April Notes agreements. We performed an assessment in accordance with the modifications and extinguishments guidance under Accounting Standards Codification Topic 470, Debt (“ASC 470”) to determine whether the Conversion Price Reduction resulted in terms substantially different from the Notes Agreement. The Conversion Price Reduction was considered a debt modification as the contractual cash flows of the April Notes did not change, and the $3.3 million increase in the fair value of the embedded conversion option as a result of the modification was less than 10% of the carrying value of the April Notes on the date of the modification. Accordingly, the Company recorded an additional discount of $3.3 million on the April Notes with a corresponding increase in Additional paid-in capital in accordance with ASC 470, and reset the effective interest rate used to amortize the discount on the date of the Conversion Price Reduction. See Note 15—Fair Value Measurements for further discussion.

As a result of meeting the market capitalization condition, the share impact from the April Notes that have not yet been converted are included in the calculation for diluted earnings per share. See Note 4—Net (Loss) Income Per Share for further discussion. During 2025, approximately $30.5 million of the April Notes were converted to common stock, resulting in a reduction of $7.4 million of the unamortized discount on the April Notes associated with the conversion.

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The table below shows the future principal payments associated with our long-term debt as of December 31, 2025:

Holders of the previously mentioned notes, in lieu of an adjustment to the conversion rate, received, at the same time and on the same terms as holders of our common stock, warrant dividends, without having to convert such holder’s notes, as if the holder held a number of shares of our common stock, equal to the product of the conversion rate applicable to the notes in effect on the record date and the aggregate principal amount (expressed in thousands) of the notes held by such holder on the record date. On October 27, 2025, holders of the notes were issued 647,798 of warrant dividends. See Note 11—Stockholders’ Equity for further discussion.

NOTE 10—DERIVATIVES

The table below presents our derivative assets and liabilities as shown on our Consolidated Balance Sheets. We did not have derivative instruments as of December 31, 2024:

The table below presents the effect of derivative instruments, included within (Loss) gain from derivative instruments as stated on our Consolidated Statements of Operations:

DIGITAL ASSET FINANCING ARRANGEMENTS

We evaluated and accounted for digital asset financing arrangements as hybrid instruments, with a liability host contract that contains an embedded derivative, based on changes in fair value of the borrowed digital assets under ASC 815. These instruments are recorded as liabilities within Digital asset financing arrangements as stated on our Consolidated Balance Sheets with changes in fair value recognized in (Loss) gain from derivative instruments as stated on our Consolidated Statements of Operations.

Term Loans

On July 25, 2025, we entered into a master loan agreement under which we may borrow digital assets or cash. Each loan is documented in a separate loan request which sets forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence and mature. The terms of the master loan agreement last one year and automatically renew for successive one year terms annually, unless terminated by either party. Under the terms of the agreement, we do not have the right to offset the borrowed amount with posted collateral, as such we present these derivative transactions on a gross basis.

During 2025, we entered into several loan requests under the master loan agreement, where we borrowed 320 thousand SOL or $60.7 million (using exchange rates as of the date the SOL was borrowed) and repaid a total of $25.4 million (using exchange rates as of the date the SOL was repaid). We primarily used the proceeds from

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the loan requests for SOL decentralized finance (“DeFi”) activities. The previously mentioned loan requests have one to four month maturities with annual contractual borrowing fees ranging from 12.5% to 13.0%, which is calculated daily based on 360-days and payable on the loan maturity date. Under the terms of the loan request, we are required to post collateral in the form of the digital asset borrowed or cash, which is calculated as a percentage of the total loan value, ranging from 250% to 300% and maintain a minimum collateral coverage of 200%. If the collateral coverage declines to 150% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. The lender has a security interest in the collateral assets through repayment of the loan. We derecognize the SOL provided as collateral and record an asset on our Consolidated Balance Sheets. In the event we repay the loan prior to the maturity date, we shall pay the lender a fee equal to 20% of the borrowing fee that would have accrued from the date of the repayment until the maturity date of the loan. SOL that we borrow is included in Digital assets, at fair value as stated on our Consolidated Balance Sheets.

As of December 31, 2025, digital asset term loans outstanding were $20.5 million and we had $57.0 million of posted collateral, which is recorded within Digital assets pledged as collateral as stated on our Consolidated Balance Sheets. Since the value of the posted collateral exceeded the associated liability, our net economic exposure is effectively zero. During 2025, total borrowing fees recognized within Interest expense, as stated on our Consolidated Statements of Operations, was $1.8 million.

Collateralized Financing Arrangements

We enter into digital asset financing arrangements through DeFi protocols that allow digital assets to be deposited as collateral in order to obtain borrowings of additional digital assets. We may redeposit these borrowed assets into lending protocols and subsequently borrow additional assets against those deposits. This strategy is intended to increase our exposure to staking rewards, lending yields and other protocol incentives. The borrowed digital assets do not have a specified maturity date and are repayable at our option at any time. The interest rate on these borrowings are established by each DeFi protocol and are variable. The interest rate is determined based on the borrow demand for each digital asset on the DeFi protocol. Interest is calculated daily and payable on the date repayment is made. We do not have an explicit right of offset under the terms of the collateralized financing arrangements and present the associated liabilities and assets on a gross basis. During 2025, we received proceeds of $111.3 million (using exchange rates as of the date the digital assets were borrowed) and repaid a total of $56.8 million (using exchange rates as of the date the digital assets were repaid). We used the proceeds from these collateralized financing arrangements for SOL DeFi activities.

We derecognize the digital assets provided as collateral related to these borrowings and record an asset on our Consolidated Balance Sheets. As of December 31, 2025, we had $47.0 million of posted collateral relating to our collateralized financing arrangements which is recorded within Digital assets pledged as collateral as stated on our Consolidated Balance Sheets. Our net economic impact related to our collateralized financing arrangements was zero as the outstanding balance and related collateral are the same amount.

The table below shows our outstanding collateralized financing arrangements as of December 31, 2025. We did not have collateralized financing arrangements in 2024:

OPTION CONTRACTS

From time to time we may enter into option contract agreements, where we buy or sell the right, but not the obligation, to buy or sell a quantity of digital assets for a preset price on a future date, at our option or that of the holder. In exchange for writing option contract agreements we receive a premium payment from the holder on the contract date. Conversely, we pay a premium for options contract agreements we purchase. If the option

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is exercised before the expiration date we will recognize a gain or loss equal to the difference between the fair value on the settlement date and the strike price.

We consider option contracts freestanding derivatives under ASC 815 which requires us to recognize option contracts, including option premiums, at fair value, net of any collateral posted when a legal right of offset exists, and subsequently record and measure the agreements on the balance sheet at fair value each reporting period with changes in fair value recognized within (Loss) gain from derivative instruments as stated on our Consolidated Statements of Operations.

During 2025, we entered into several option contracts totaling a notional amount of $31.2 million (using exchange rates as of the date the option contract was entered) and received $149.8 thousand in premiums. We recognize premiums within Investment and other (expense) income, net as stated on our Consolidated Statements of Operations.

As of December 31, 2025, there wereno outstanding option contracts.

NOTE 11—STOCKHOLDERS’ EQUITY

On December 18, 2025, our shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares from 110.0 million to 2.0 billion shares. The amendment became effective upon filing with the Secretary of State of Delaware on December 23, 2025.

We have two classes of stock, preferred stock and common stock. We are authorized to issue 2.0 billion total shares of stock, of which 1.0 billion shares are designated as preferred shares and 1.0 billion are designated as common shares. Preferred stock consists of 100,000 shares of Series A. Our preferred stock and common stock have a par value of $0.00001 per share.

PREFERRED STOCK

Our preferred stock may be issued in one or more series, with rights and privileges as approved by our Board of Directors. To date we have one series of preferred stock, consisting of Series A.

In the event of a voluntary or involuntary liquidation event, dissolution or winding up of the Company, each series of preferred shareholder will receive preference in the Company assets or proceeds available for distribution in an amount equal to the initial stated value which equals par value, of the Company's preferred stock.

Series A Preferred Stock

Each share of Series A Preferred Stock is entitled to 10,000 votes per share when voting on matters with the Company’s common shareholders.

Series B Preferred Stock

All of our issued and outstanding Series B preferred stock were converted to common stock as a result of our initial public offering in July 2023. As of December 31, 2025, there areno shares issued and outstanding.

COMMON STOCK

Common stock is entitled to receiveone vote per share and does not have cumulative voting rights. Common stockholders are also entitled to receive dividends, if and when they are declared by our Board of Directors.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, common shareholders will receive the remainder of the Company assets available for distribution only after preferred shareholders based on a pro rata basis on the number of shares of common stock held by each holder.

Share Repurchases

We repurchased 2,049,113 shares of our common stock for approximately $11.5 million through December 31, 2025, under our share repurchase program.

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Warrant Dividend

On October 8, 2025, our Board of Directors declared a special dividend of warrants to holders of record as of October 23, 2025. Each holder of record received one warrant for each ten shares of common stock held as of the record date. On October 27, 2025, we issued 3.9 million of warrant dividends, or $10.3 million, to our common stock holders, holders of our convertible notes and to pre-funded warrant holders, which have an exercise price of $22.50 per share and expire on January 21, 2028. See Note 15—Fair Value Measurements for further discussion.

COMMON STOCK WARRANTS

We issued the following common stock warrants in connection with various financing arrangements. These warrants are generally exercisable for a stated exercise price and may be exercised immediately or over a defined contractual term.

We evaluated the issued common stock warrants in accordance with Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, to determine whether the warrants should be classified as liabilities or equity. We have determined that the warrants below are equity-linked contracts, which are linked to the price of our common stock and must be settled in shares thus meeting the equity classification criteria. Accordingly, the proceeds received were recorded in Additional paid-in capital, as stated on our Consolidated Balance Sheets.

Convertible Note Warrants

Contemporaneously with the Notes Agreement, we issued two series of warrants for each $1,000 in principal amount of convertible notes that provided Investors the right to purchase approximately 58.34 shares (2.4 million shares in total) of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock (2.0 million shares in total) at an exercise price of $21.43 per share in the second series. The warrants were exercisable immediately upon issuance and have a term offive years from the date of issuance. As of December 31, 2025, all warrants issued in connection with these convertible notes remained unexercised and outstanding. See Note 9—Debt for further discussion.

Pre-Funded Warrants

On August 24, 2025, we entered into Subscription Agreements with certain institutional and accredited investors (“Investors”) pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Subscription Agreements, agreed to sell in a private placement to the Investors an aggregate of 4,187,953 shares of our common stock and pre-funded warrants to acquire up to 5,812,089 shares of common stock at an exercise price of $0.0001 per share. The purchase price forone share of common stock was $12.50 and the purchase price forone pre-funded warrant was $12.4999 per share. We received proceeds of $124.4 million for the shares and the pre-funded warrants, which consisted of $92.5 million in cash and $32.0 million in locked SOL. As of December 31, 2025,4.9 million warrants were exercised and 0.9 million were outstanding.

On May 1, 2025, we entered into a Securities Purchase Agreement ("PIPE Agreement") with a syndicate of investors ("the PIPE Investors"), where we agreed to, among other things, enter into a related Registration Rights Agreement ("RRA") in connection with the issuance and sale, in a private placement, of the following securities to the PIPE Investors for gross proceeds of approximately $24.0 million:2,210,866 shares of our common stock and pre-funded warrants to purchase up to 1,453,753 of our common stock at an exercise price of approximately $0.0014 per share. The purchase price forone share of common stock or pre-funded warrant was approximately $6.57. The pre-funded warrants became exercisable 21 days after we filed the Definitive Information Statement on Schedule 14C on June 2, 2025 regarding stockholder approval of the issuance of shares subject to pre-funded warrants in accordance with Nasdaq listing requirements. The exercise price and number of pre-funded warrant shares issuable upon exercise of the pre-funded warrant are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants may be exercised, in whole or in part, at any time by means of a “cashless exercise". At issuance, we determined the fair value of the pre-funded warrants to be$14.9 million. Through December 31, 2025,1.5 million warrants were exercised andnone were outstanding. See Note 15—Fair Value Measurements for further discussion.

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Holders of the pre-funded warrants received, at the same time and on the same terms as holders of our common stock, warrant dividends, without having to convert such holder’s pre-funded warrants, one warrant for each ten shares of common stock underlying their pre-funded warrants. On October 27, 2025, holders of the pre-funded warrants received 239,733 of warrant dividends.

Underwriter Warrants

In connection with our initial public offering, we granted an aggregate of 8,830 warrants to purchase common stock to the underwriters at an exercise price of $35.20, which was equal to 110% of the offering price. The warrants were exercisable from January 25, 2024 until July 24, 2028. These warrants have all been exercised as of December 31, 2025.

EQUITY LINE OF CREDIT

On June 11, 2025, we entered into an Equity Line of Credit Agreement with RK Capital ("RK"), under which RK has agreed to purchase, from time to time, up to an aggregate of $1.0 billion ("Initial Commitment") of our common stock over the term of the agreement. Subject to certain conditions the Initial Commitment may be increased to $5.0 billion. The Company filed with the SEC a registration statement to register for resale under the Securities Act on June 16, 2025, so the registered shares may be issued to RK. In connection with the ELOC, we agreed to pay a commitment fee of $12.5 million, over atwelve month period, in the form of common stock. During 2025, we recorded $6.2 million in commitment fees, of which $5.2 million is included within Investment and other (loss) income, net and $1.0 million in stockholders’ equity.

The ELOC was determined to represent a combination of a purchased put option on the Company’s common stock (prior to an advance, the “ELOC Option”) as well as a forward contract to deliver the Company’s common stock (after an advance, but prior to delivery of shares). The ELOC Option was determined to be a freestanding financial instrument which met the criteria to be recognized within stockholders’ equity.

We started to issue shares under the ELOC on July 8, 2025, once the registration statement was deemed effective. As of December 31, 2025, we issued 2.9 million shares of common stock for approximately $58.2 million in net proceeds related to the ELOC and issued 538.9 thousand shares for the commitment fee. See Note 19—Subsequent Events for discussion on activity that occurred after the balance sheet date under the ELOC.

REGISTRATION STATEMENT AND AT-MARKET-OFFERING

During 2025, we issued approximately 1.4 million shares of common stock for $12.4 million, under a registration statement and an at-market-offering agreement from August 2024.

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

All cumulative translation adjustments recorded in Accumulated other comprehensive (loss) income arise from changes in foreign currency exchange rates on our foreign operations. No deferred taxes have been provided as we have elected to permanently reinvest such earnings in the respective foreign jurisdiction. The table below presents information on the changes in the components of Accumulated other comprehensive (loss) income:

NOTE 12—SHARE-BASED COMPENSATION

We maintaintwo share-based compensation plans, which combined authorize us to grant up to 5.0 million shares under which incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards may be granted to employees, directors or consultants. Shares under the plan may either be unissued shares or reacquired shares.

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Options to purchase shares of common stock have exercise prices equal to the fair market value of the shares as of the grant date and are exercisable in installments over the respective vesting period as agreed to under the terms of the Options Agreement, typically betweenone tofour years from the grant date. Share-based awards will be considered vested when the respective time vesting or performance criteria is met. Options have a maximumten year term under both plans. All options will become vested prior to a change of control event as described under the terms of the plans. The 2023 Equity Incentive Plan contains an automatic share reserve increase clause which annually provides additional shares available to be issued under the plan.

In April 2025, previously granted options were fully vested as a result of the Company's change of control, see Note 1—Overview and Significant Accounting Policies for further discussion.

On April 9, 2025, the Board of Directors approved to increase the 2023 Plan to 3.5 million shares, which was subsequently approved by our shareholders. On December 18, 2025, the Company’s shareholders approved an amendment to our 2023 Equity Incentive Plan to increase the total number of shares of the Company’s stock available for issuance by 1.5 million shares.

VALUATION INPUTS

The table below shows the weighted average inputs that were used for the valuation of share-based compensation awards granted under our plans:

SHARE-BASED COMPENSATION EXPENSE

The table below shows the total pre-tax share-based compensation expense recorded for the periods presented:

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STOCK OPTIONS

The table below shows activity related to stock options:

As of December 31, 2025, unrecognized pretax compensation of $2.9 million related to stock options will be recognized over a weighted average period of approximately 3.6 years.

RESTRICTED STOCK UNITS

The table below shows the activity for our restricted stock:

As of December 31, 2025, unrecognized pretax compensation of $2.4 million related to restricted stock units will be recognized over a weighted average period of approximately 3.3 years.

EMPLOYEE STOCK PURCHASE PLAN

During 2025, we introduced an Employee Stock Purchase Plan ("ESPP"), pursuant to which eligible employees may elect to have up to 25% of their eligible compensation withheld, subject to some limitations, to be used to purchase shares of our common stock. The price at which common stock may be purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock on the commencement date or last trading day of each offering period. Under the ESPP, an initial 250,000 shares of common stock were authorized for issuance. In addition, the number of shares available for issuance under the ESPP may be increased on January 1 of each year through 2035 by an amount equal to the least of 250,000,0.5% of the outstanding shares of our common stock as of the immediately preceding December 31, or such lesser amount as determined by the compensation committee. The shares to be offered may be authorized but unissued common shares or treasury shares. As of December 31, 2025, there were 250,000 shares authorized and available for future issuance under the plan.

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NOTE 13—INVESTMENTS

The following table provides the components of Investment and other (expense) income, net:

Other (expense) income, net in the above table primarily consists of $5.2 million of expense related to the ELOC commitment fee.

The table below shows the components of our investments:

Our investments include debt securities, marketable equity securities and investments which are accounted for under the equity method in accordance with Accounting Standards Codification, Topic 320, Investments—Debt Securities ("ASC 320"), Accounting Standards Codification, Topic 321, Investments—Equity Securities ("ASC 321") and Accounting Standards Codification, Topic 323, Investments—Equity Method and Joint Ventures ("ASC 323").

EQUITY METHOD SECURITIES

Investments in which we have the ability to exercise significant influence over operating and financial policies of an investee while holding less than 50% of the investee's common stock are accounted for under ASC 323. These investments, under ASC 323, are initially recorded at cost and are subsequently remeasured to recognize our share of their earnings, dividends and distributions received, contributions made, as well as any impairments from other-than-temporary declines in fair value where the carrying value exceeds the fair value of the investment. Gains or losses resulting from the sale of an equity method investment are recorded within Investment and other (expense) income, net as stated on our Consolidated Statements of Operations. Cash distributions that we receive from equity investments are considered a return on capital and are shown in operating activities on our Consolidated Statements of Cash Flows. Conversely, distributions received in excess of the accumulated earnings of the investee are shown in investing activities on our Consolidated Statements of Cash Flows, as those are considered a return of capital.

On August 27, 2025, we entered into a subscription agreement with Cykel AI where we agreed to purchase 10.4 million of prepaid warrants for £1.25 million, or $1.7 million (using exchange rates as of the agreement date). Under the terms of the subscription agreement, we will be granted an additional 10.4 million of cash warrants exercisable at a 10% premium to the price per share stated in the Second Capital Raise per cash warrant. As of December 31, 2025 the Second Capital Raise has not occurred. Additionally, we have the right to appoint two board members to the Company and an additional board member once the Second Capital Raise closes. Subsequently, on December 5, 2025, we amended the terms of the Second Capital Raise, to extend its timing and concurrently exercised the prepaid warrants upon finalization of the instrument terms. We concluded that the investment qualifies for equity method accounting under ASC 323, as the prepaid warrants represent in-substance common stock and we have the ability to exercise significant influence.

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For the year ended December 31, 2025 we recognized a $153.5 thousand loss resulting from our share of earnings in the investee, which was recorded in Investment and other (expense) income, net as stated on our Consolidated Statements of Operations.

DEBT SECURITIES

Our debt securities consist of convertible notes. We account for these debt securities in accordance with Accounting Standards Codification Topic 320, Investments—Debt Securities ("ASC 320"). Under ASC 320, we selected the fair value option and recorded the convertible notes at its fair value, which management determined was the transaction price, on our Consolidated Balance Sheets. Subsequently, we remeasure these convertible notes at fair value at each balance sheet date. We determine the fair value in accordance with ASC 820 based on Level 1 inputs that use unadjusted quoted market prices from active markets. Changes from remeasurement are recorded within Investment and other (expense) income, net as stated on our Consolidated Statements of Operations.

On September 19, 2025, we entered into a Securities Purchase Agreement with Flora Growth Corp. (“Flora”) in which we agreed to, among other things, purchase convertible notes for 93.3 thousand SOL, or $23.1 million (using the exchange rate as of the agreement date) due September 2030, contingent upon certain closing conditions as described in the agreement. The convertible notes have an interest rate of 8.0% per year, accrued daily and payable in SOL on a quarterly basis, in arrears, on March 31, June 30, September 30 and December 31 each year. On October 24, 2025, the closing conditions were met.

Subsequently, on December 29, 2025, we entered into a Note Settlement Agreement with Flora, where we agreed to settle the aforementioned convertible notes, including principal, accrued interest and fees, for approximately $11.0 million in SOL (using exchange rates as of the date the SOL was received), $1.75 million in cash and approximately $0.8 million worth of common shares of Flora. We accounted for the settlement in accordance with the extinguishment guidance in Accounting Standards Codification Topic 470, Debt ("ASC 470"). Under 470, we derecognized the debt security investment and recorded a gain of approximately $2.1 million, in Investment and other (expense) income, net as stated on our Consolidated Statements of Operations, which represented the difference between the consideration received and the carrying value of the investment immediately prior to the settlement.

MARKETABLE EQUITY SECURITIES

Our marketable securities are comprised of publicly traded stock. We account for these marketable securities in accordance with Accounting Standards Codification Topic 321, Investments—Equity Securities ("ASC 321"). Under ASC 321, we initially record these marketable securities at cost on our Consolidated Balance Sheets and then subsequently remeasure at fair value at each balance sheet date. We determine the fair value in accordance with ASC 820 based on Level 1 inputs that use unadjusted quoted market prices from active markets. Changes from remeasurement are recorded within Investment and other (expense) income, net as stated on our Consolidated Statements of Operations.

In December 2025, we received shares of common stock in Flora as part of the previously mentioned Note Settlement Agreement. We initially recorded the common shares at fair value as of the settlement date and have subsequently remeasured to fair value as of the balance sheet date.

In August 2024, we entered into a contract with one of our customers where we received common shares of the customer in exchange for our services. We initially recorded the common shares at fair value of the contracted services and have subsequently remeasured to fair value as of each balance sheet date.

For the years ended December 31, 2025 and 2024, we realized a gain of $431.9 thousand and a loss of $114.4 thousand related to our marketable securities, respectively.

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NOTE 14—INCOME TAXES

The table below presents the components of our (loss) income from operations before income taxes:

Income tax (benefit) expense from operations consisted of the following:

EFFECTIVE TAX RATE

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years after the adoption of ASU 2023-09 is as follows:

(a)The states and local jurisdictions that contributes to the majority (greater than 50%) of the tax effect in this category is Texas.

(b)Represents changes in federal valuation allowance.

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

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INCOME TAXES PAID (NET OF REFUNDS RECEIVED)

The following table presents supplemental cash flow information related to income taxes paid, net of any refunds received:

DEFERRED INCOME TAXES

DEFERRED TAX VALUATION ALLOWANCE

(a) Additional valuation allowance on deferred tax assets not likely to be realized.

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UNRECOGNIZED TAX BENEFITS

In evaluating its ability to realize the net deferred tax assets, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to cumulative losses through December 31, 2025. Therefore, a valuation allowance of approximately $19.2 million and $1.7 million was recorded as of December 31, 2025 and 2024, respectively.

The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2025, the Company had federal net operating loss carryforwards and state net operating loss carryforwards available to offset future taxable income in the amounts of approximately $6.4 million and $3.4 million, respectively. Federal net operating loss carryforwards can be carried forward indefinitely while the state net operating loss carryforwards begin to expire in 2042. At December 31, 2025, the Company had federal tax credit carryforwards of approximately $0.2 million that begin to expire in 2042. Certain changes in ownership can result in a limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year. During the year ended December 31, 2025, the Company experienced a change in ownership and as such, the Company's net operating loss and tax credit carryforwards are subject to limitations under Section 382 and Section 383 of the Internal Revenue Code.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company is subject to taxation in the U.S. and various state jurisdictions. The Company is not presently subject to any income tax audit in any taxing jurisdiction, though all tax years from 2022 on remain open to examination.

TAX LEGISLATION

On July 4, 2025, the new U.S. tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. We are currently evaluating the impact of the new legislation but we do not expect it to have a material impact on the results of operations.

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NOTE 15—FAIR VALUE MEASUREMENTS

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

Financial assets and liabilities classified within Level 1 are valued using unadjusted quoted prices for identical assets and liabilities in active markets. There are no active markets for our locked SOL holdings. Accordingly, we have valued the locked SOL holdings using unadjusted quoted price on the active market we identified as the principal market, and adjusted for Level 2 inputs, which incorporate observable market transactions executed by public companies comparable to our Digital Asset Treasury segment and those transactions entered into by us.

Our derivative instruments are primarily comprised of digital asset financing arrangements and digital assets pledged as collateral for those financing arrangements and are valued based on the underlying digital asset. Derivative instruments that are classified within Level 1 are valued using unadjusted quoted prices on the active exchange that we have identified as the principal market for the underlying digital asset. For derivative

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instruments classified within Level 2 we determine the value using quoted prices for identical tokens in markets that are not active.

Contingent Consideration

The fair value of the contingent consideration related to the 2023 Groundbreaker acquisition was determined based on Level 3 inputs using an industry revenue growth rate of 1%, revenue volatility of 148% and a discount rate of 13.9% over thethree year term. Significant increases or decreases in any of these inputs may significantly fluctuate the fair value. Changes in the fair value of our contingent consideration is reflected in our results of operations in the period in which they are known. For the year ended December 31, 2025, we recorded $178.8 thousand in fair values changes due to lower adjusted revenue targets based on revised forecasts and historical results and determined that the milestones under the terms of the agreement could no longer be achieved.

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

In addition to assets and liabilities that are recorded at fair value on a recurring basis, under the ASC 820 framework, we are also required to record assets and liabilities at fair value on a nonrecurring basis for items such as acquisitions, impairment testing on property and equipment and intangible assets and valuation of convertible notes and warrants.

Property and Equipment

During 2025, we determined that our property and equipment was impaired and recognized a charge of $50.5 thousand within Depreciation and amortization as stated on our Consolidated Statements of Operations.

Intangibles

In 2024, as part of our annual impairment testing of our intangible assets, we determined that the Groundbreaker brand name was impaired and recognized a charge of $83.0 thousand within Depreciation and amortization as stated on our Consolidated Statements of Operations. We used undiscounted expected future cash flows to determine the fair value, which utilizes Level 3 inputs, and determined that there are no future cash flows expected from the brand name.

Convertible Notes

The fair value of our April Notes was determined based on Level 2 and Level 3 inputs in the Monte Carlo simulation model and determined the fair value of the convertible notes was approximately $34.1 million. Additionally, the fair value of the warrants associated with our April Notes was determined using Level 2 inputs in the Black-Scholes Option model and was determined to be $7.9 million. See Note 9—Debt for further discussion.

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The table below shows the Monte Carlo simulation inputs that were used for the valuation of the April Notes:

The table below shows the Black-Scholes Model inputs that were used for the valuation of the warrants associated with the April Notes:

Subsequently, on April 15, 2025, as a result of the debt modification on the notes, we performed a valuation of the fair value of the embedded conversion option before and after the Conversion Price Reduction. The fair value of the conversion option on April 15, 2025 immediately before the Conversion Price Reduction of approximately $28.0 million was estimated using the Black-Scholes Option model with the following key inputs: the unmodified conversion price of $10.64; the fair value of the Company’s common stock per share of $10.64; remaining term of 4.98 years; equity volatility of 81.0%; and a risk-free interest rate of 4.0%. The fair value of the conversion option on April 15, 2025 immediately after the Conversion Price Reduction of approximately $31.3 million was also estimated using the Black-Scholes Option model with the same inputs apart from the modified conversion price of $9.74, resulting in a $3.3 million increase in the fair value of the embedded conversion option. See Note 9—Debt for further discussion.

Pre-Funded Warrants

In connection with the Securities Purchase Agreement, entered into on May 1, 2025, we issued pre-funded warrants to purchase up to 1,453,753 shares of our common stock at an exercise price of$0.0014 per share. We determined the fair value of the pre-funded warrants at the date of issuance to be $14.9 million, which was recorded as a component of stockholders’ equity. The fair value was determined using the Black-Scholes Option model, which utilizes significant inputs, or level 3 inputs, as defined by the fair value hierarchy. See Note 11—Stockholders’ Equity for further discussion.

The table below shows the inputs that were used for the valuation:

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Warrant Dividend

We determined the fair value of our warrant dividend to be $10.3 million in total, representing a $2.65 price per warrant. The fair value was determined using the Monte Carlo simulation, which utilizes significant inputs, or level 3 inputs, as defined by the fair value hierarchy. See Note 11—Stockholders’ Equity for further discussion.

The table below shows the inputs that were used for the valuation:

OTHER FINANCIAL INSTRUMENTS

The carrying value of our cash and cash equivalents, accounts receivable and accounts payable approximates fair value as of December 31, 2025 and 2024, respectively, due to the short-term nature of these instruments.

NOTE 16—COMMITMENTS AND CONTINGENCIES

LITIGATION AND REGULATORY

We may become subject to legal proceedings, regulatory investigations and claims that arise in the ordinary course of business. If this occurs we will review each proceeding, investigation and claim on a case by case basis and determine the probability of losses after considering, among other things, opinions and views of legal counsel and outcomes of similar cases and circumstances. There is significant judgment in making these estimates and actual results may differ significantly from these estimates.

COMMITMENTS

Lease Commitments

In February 2022, the Company entered into a lease agreement for office space in Boca Raton, Florida. The lease, as amended, commenced on April 1, 2022, and expires on March 1, 2026, with monthly base rent ranging from approximately $4.0 thousand to $5.0 thousand. The lease required a deposit of approximately $7.0 thousand, which is included in other assets in the Consolidated Balance Sheets. Upon lease commencement, the Company recognized aright of use asset andliability of approximately $143.0 thousand using a discount rate of 6.0%. As of December 31, 2025 we didnot have any material lease commitments, see Note 7—Acquisitions and Dispositions for further discussion.

Lease expense was approximately $65.7 thousand and $95.0 thousand for the years ended December 31, 2025 and 2024, respectively.

Revolving Credit Facility

On January 24, 2026, we entered into a revolver with our equity method investee. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver.

NOTE 17—OFF BALANCE SHEET TRANSACTIONS

As of December 31, 2025, external holders delegated 374.0 thousand SOL tokens or $46.7 million (using exchange rates as of the balance sheet date) to our validators. These amounts are not presented on our Consolidated Balance Sheets as we do not control the staked SOL.

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NOTE 18—RELATED PARTY TRANSACTIONS

On September 16, 2025, our real estate segment entered into an Asset Purchase Agreement to dispose of JPro, a technology and software as a service business, to JPro Labs, whose sole member is Blake Janover, our Chief Commercial Officer and a member of our Board of Directors. See Note 7—Acquisitions and Dispositions for further discussion.

As previously disclosed in Note 7—Acquisitions and Dispositions, we entered into an Asset Purchase Agreement with Solsync Solutions Partnership, owned by our Chief Operating Officer, where we acquiredtwo validator nodes for total consideration, including transaction-related costs, of $3.6 million.

On January 24, 2026, we entered into a revolver with one our equity method investees. See Note 16—Commitments and Contingencies for further discussion.

NOTE 19—SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred after the balance date through March 30, 2026, the date the consolidated financial statements were available to be issued, we concluded the following events required disclosure to the Notes to the Consolidated Financial Statements, expect as disclosed in Note 16—Commitments and Contingencies and Note 18—Related Party Transactions.

SHARE REPURCHASES

We repurchased 1,601,747 shares of our common stock for approximately $10.5 million through March 30, 2026.

ELOC

We issued 460.0 thousand shares of common stock for approximately $1.9 million under our ELOC agreement and issued 702.1 thousand shares representing three months of commitment fee payments.

DIGITAL ASSET FINANCING ARRANGEMENTS

During February 2026, the Company entered into an open-term loan arrangement bearing interest at 10% annually. The loan is payable on demand by the lender and is collateralized by a portion of the Company’s digital assets. Approximately$4.0 million was outstanding as of March 30, 2026.