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DeFi Development Corp.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

DFDV$3.43+2.4%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

EXECUTIVE COMPENSATION

The following is a summary compensation table for our named executive officers paid during 2025 and 2024:

Name and Principal Position · Year · Salary ($) · Bonus ($) · Stock Awards(1) ($) · Option Awards(2) ($) · Nonequity Incentive Plan Compensation · All Other Compensation ($) · Total ($)
Joseph Onorati, Chief Executive Officer and President (Principal Executive Officer)(3)2025439,596——1,037,758——1,477,354
Fei (John) Han, Chief Financial Officer (Principal Financial Officer)(4)2025321,923——844,705—1,385(8)1,168,013
Parker White, Chief Operating Officer and Chief Information Officer(3)2025320,995——660,259——981,254
Daniel Kang, Chief Strategy Officer(5)2025229,615——1,087,655—6,492(8)1,323,762
Blake Janover, Former Chief Executive Officer and President and current Chief Commercial Officer(6)2025475,000—273,700——19,069(8)787,769
2024478,65420,000———13,800(8)512,454
Bruce Rosenbloom, Former Chief Financial Officer(7)2025310,000—1,225,70086,476—642,608(9)2,264,784
2024251,92330,000———10,960(8)292,883

(1)Amounts reflect the aggregate grant date fair value of the restricted stock units granted, computed as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 — Stock Compensation (“FASB ASC Topic 718”). The valuation of the restricted stock units is based on the closing market price of our Common Stock on the grant date.

(2)The determination of the value of option awards is based upon the Black-Scholes option pricing model, computed in accordance with FASB ASC Topic 718, and based on the following assumptions for 2025: risk-free interest rate: 3.78%-4.38%; weighted average expected term (in years): 6.27; expected volatility: 36.78%-41.21%; and expected dividend yield: 0%.

(3)Mr. Onorati was appointed on April 4, 2025.

(4)Mr. Han was appointed on April 17, 2025.

(5)Mr. Kang was appointed on September 19, 2025.

(6)Mr. Janover, former Chief Executive Officer and President of the Company, was appointed Chief Commercial Officer on April 4, 2025.

(7)Mr. Rosenbloom, former Chief Financial Officer of the Company, was appointed EVP of Finance on April 17, 2025.

(8)Represents a 401(k) match paid by the Company.

(9)Represents a $630,000 severance payment paid in accordance with Mr. Rosenbloom’s employment agreement and $12,608 in 401(k) match paid by the Company.

The Board of Directors does not grant stock options within four business days before or one business day after the release of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

EMPLOYMENT AGREEMENTS

Joseph Onorati Employment Agreement

On April 4, 2025, Joseph Onorati was appointed as the Chief Executive Officer. We entered into an Employment Agreement with Mr. Onorati effective April 15, 2025. The material terms of the Employment Agreement were approved by the Compensation Committee and the Board on April 9, 2025. Pursuant to the agreement, Mr. Onorati receives an annual base salary of $574,000 and is eligible to receive an annual performance-based cash bonus with a target amount equal to 65% of his base salary and equity awards as determined from time to time by the Compensation Committee of the Board.

If Mr. Onorati’s employment is terminated by the Company without cause or by Mr. Onorati for good reason (each as defined in the agreement), he will be entitled to the amount equal to the sum of: (i) the base salary earned but not paid through the date of termination of employment, (ii) any business and related expenses and allowances incurred by Mr. Onorati or to which he is otherwise entitled, subject to certain limitations, and (iii)

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any other supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided (the “Final Compensation”). In addition to the Final Compensation, Mr. Onorati will be entitled to receive payment of any earned but unpaid bonus for the prior calendar year, if the termination occurs after the end of such year but before the bonus is paid. If Mr. Onorati’s employment is terminated by the Company without cause or by Mr. Onorati for good reason within six months following a change in control (as defined in the agreement), he will be entitled to a lump sum payment equal to two times his base salary, full acceleration of all unvested equity awards, and continued health insurance coverage for 12 months. Mr. Onorati is also subject to certain restrictive covenants set forth in the Employment Agreement.

Fei (John) Han Employment Agreement

We entered into an Employment Agreement with Mr. Han effective April 17, 2025, which entitles Mr. Han to an annual base salary of $450,000. Mr. Han is also eligible to receive an annual performance-based cash bonus with a target amount equal to 65% of his base salary and equity awards as determined from time to time by the Compensation Committee of the Board.

If Mr. Han’s employment is terminated by the Company without cause or by Mr. Han for good reason (each as defined in the agreement), he will be entitled to the amount equal to the sum of: (i) the base salary earned but not paid through the date of termination of employment, (ii) any business and related expenses and allowances incurred by Mr. Han or to which he is otherwise entitled, subject to certain limitations, and (iii) any other supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided (the “Final Compensation”). In addition to the Final Compensation, he will be entitled to receive payment of any earned but unpaid bonus for the prior calendar year, if the termination occurs after the end of such year but before the bonus is paid. If Mr. Han’s employment is terminated by the Company without cause or by Mr. Han for good reason within six months following a change in control (as defined in the agreement), he will be entitled to a lump sum payment equal to two times his base salary, full acceleration of all unvested equity awards, and continued health insurance coverage for 12 months. Mr. Han is also subject to certain restrictive covenants set forth in the Employment Agreement.

Parker White Employment Agreement

On April 4, 2025, Parker White was appointed as the Chief Operating Officer and Chief Investment Officer of the Company. We entered into an Employment Agreement with Mr. White effective April 15, 2025, which entitles him to an annual base salary of $443,000. Mr. White is also eligible to receive an annual performance-based cash bonus with a target amount equal to 65% of his base salary and equity awards as determined from time to time by the Compensation Committee of the Board.

If Mr. White’s employment is terminated by the Company without cause or by Mr. White for good reason (each as defined in the agreement), he will be entitled to the amount equal to the sum of: (i) the base salary earned but not paid through the date of termination of employment, (ii) any business and related expenses and allowances incurred by Mr. White or to which he is otherwise entitled, subject to certain limitations, and (iii) any other supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided (the “Final Compensation”). In addition to the Final Compensation, Mr. White will be entitled to receive payment of any earned but unpaid bonus for the prior calendar year, if the termination occurs after the end of such year but before the bonus is paid. If Mr. White’s employment is terminated by the Company without cause or by Mr. White for good reason within six months following a change in control (as defined in the agreement), he will be entitled to a lump sum payment equal to two times his base salary, full acceleration of all unvested equity awards, and continued health insurance coverage for 12 months. Mr. White is also subject to certain restrictive covenants set forth in the Employment Agreement.

Daniel Kang Employment Agreement

On September 19, 2025, Daniel Kang was appointed as the Chief Strategy Officer of the Company. We entered into an Employment Agreement with Mr. Kang effective September 19, 2025, which entitles Mr. Kang to an annual base salary of $460,000. Mr. Kang is also eligible to receive an annual performance-based cash bonus with a target amount equal to 65% of his base salary and equity awards as determined from time to time by the Compensation Committee of the Board.

If Mr. Kang’s employment is terminated by the Company without cause or by Mr. Kang for good reason (each as defined in the agreement), he will be entitled to the amount equal to the sum of: (i) the base salary earned but

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not paid through the date of termination of employment, (ii) any business and related expenses and allowances incurred by Mr. Kang or to which he is otherwise entitled, subject to certain limitations, and (iii) any other supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided (the “Final Compensation”). In addition to the Final Compensation, he will be entitled to receive payment of any earned but unpaid bonus for the prior calendar year, if the termination occurs after the end of such year but before the bonus is paid. If Mr. Kang’s employment is terminated by the Company without cause or by Mr. Kang for good reason within six months following a change in control (as defined in the agreement), he will be entitled to a lump sum payment equal to two times his base salary, full acceleration of all unvested equity awards, and continued health insurance coverage for 12 months. Mr. Kang is also subject to certain restrictive covenants set forth in the Employment Agreement.

Blake Janover Employment Agreement

On October 10, 2022, we entered into an Employment Agreement with Blake Janover pursuant to which Mr. Janover agreed to serve as the Chief Executive Officer and Chairman of the Board of the Company. The term of the Employment Agreement commenced with the closing date of our initial public offering (the “Effective Date”) and continued until the second (2nd) anniversary thereof (the “Initial Term”), unless terminated earlier pursuant to the terms of the Employment Agreement; provided that, on such second (2nd) anniversary of the Effective Date and each one (1) year annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) years (each “Renewal Term” and collectively, the “Term”), unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date. The Employment Agreement remains effective following Mr. Janover’s appointment as Chief Commercial Officer of the Company.

For services performed by Mr. Janover under the Employment Agreement, the Company agreed to pay Mr. Janover an annual base salary during the Initial Term at the rate of $375,000 and $475,000 for the subsequent year, subject to the recommendation of the Compensation Committee and approval of the Board (with Mr. Janover recusing himself from such vote) (the “Base Salary”). During the remainder of the Term, the Base Salary was to be reviewed by the Compensation Committee and/or the Board each year, and the Board could, from time to time, increase such Base Salary.

For each fiscal year of the Company during the Term, Mr. Janover is eligible to earn an incentive bonus equal to fifty percent (50%) of the Base Salary for such fiscal year, which shall be payable to the extent the applicable performance goals were achieved (which goals and payment matrices are set by the Compensation Committee of the Board in its discretion). Also, during the Term, Mr. Janover was entitled to receive equity awards either now or in the future, on terms and conditions similar to those applicable to other executive officers of the Company generally. The amount and terms of the long-term incentive awards awarded to Mr. Janover shall be set by the Compensation Committee in its discretion.

During the Term, if a Change in Control (as defined in the agreement) occurred, Mr. Janover was to be paid a bonus (the “Change in Control Transaction Bonus”), in cash, equal to two (2) times the Base Salary as in effect immediately before such Change in Control. If applicable, the Change in Control Transaction Bonus was to be paid in a lump sum within fifteen (15) days after the consummation of such Change in Control.

The Company could terminate the Employment Agreement due to Mr. Janover’s death or disability. The Company could also terminate the Employment Agreement with or without “Cause”, as defined by the agreement. Mr. Janover could also terminate the Employment Agreement with or without “Good Reason.”

“Good Reason” means, without Mr. Janover’s express written consent: (i) a material reduction in the Base Salary, then in effect, except a material diminution generally affecting all of the members of the Company’s management, (ii) a material reduction in job title, position or responsibility, (iii) a material breach of any term or condition contained in the Employment Agreement, or (iv) a relocation of Mr. Janover’s principal worksite that is more than fifty (50) miles from Mr. Janover’s principal worksite as of the Effective Date. However, none of the foregoing events or conditions would constitute “Good Reason” unless (i) Mr. Janover provided the Company with written notice of the existence of Good Reason within ninety (90) days following the occurrence thereof, (ii) the Company did not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice, and (iii) Mr. Janover resigned his employment within thirty (30) days following the expiration of that cure period.

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If the Company terminated the Employment Agreement for Cause, Mr. Janover would receive his earned but unpaid Base Salary and unreimbursed expenses. Except as provided herein, the Company would have no further obligation to Mr. Janover upon the termination of his employment.

In the event of a termination of Mr. Janover’s employment without Cause, in addition to the final compensation, Mr. Janover would receive:

(1) continuation of the Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term end date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination);

(2) if the date of termination occurs after the end of a calendar year but prior to the date of payment of a bonus under the Employment Agreement, the bonus; and

(3) payment of a pro-rata portion of the amount of the bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the bonus as then in effect for such year.

Bruce Rosenbloom Employment Agreements

Prior Employment Agreement with Mr. Rosenbloom

We entered into an Employment Agreement with Mr. Rosenbloom effective September 7, 2023 (the “Effective Date”) that has now been replaced in its entirety with a new employment agreement, described below. Under Mr. Rosenbloom’s original Employment Agreement, Mr. Rosenbloom was entitled to an annual base salary of (i) $200,000 from the Effective Date through December 31, 2023, (ii) $250,000 from January 1, 2024 through December 31, 2024, and (iii) $300,000 from January 1, 2025 through December 31, 2025, all subject to any applicable revision by the Board. Mr. Rosenbloom was also eligible for a target annual discretionary performance bonus of up to 40% of his applicable annual base salary, based on individual and corporate performance goals set by the Board. Pursuant to the terms of the Employment Agreement, Mr. Rosenbloom was granted, effective as of his first day of employment with the Company (the “Grant Date”), a restricted stock unit award for 196,875 shares of the Company’s Common Stock pursuant to the terms of a RSU grant notice and form award agreement (the “RSU Award”) under the Company’s 2023 Equity Incentive Plan. The RSU Award vested as to 25% of the shares underlying the RSU Award on the first anniversary of the Grant Date, and the remaining shares vest in equal monthly installments on the last day of each full month over the next thirty-six (36) months following the first anniversary of Grant Date, subject to his continued service. If during Mr. Rosenbloom’s employment with the Company, the Company consummated a Change in Control (as defined in the Employment Agreement), then 100% of the unvested portion of the RSU Award would fully vest immediately at the effectiveness of such Change in Control.

If Mr. Rosenbloom’s employment was terminated (i) by the Company for any reason other than “Cause” (as defined in the Employment Agreement) or (ii) for “Good Reason” (as defined in the Employment Agreement) the Company was to provide Mr. Rosenbloom with the following benefits and rights: (a) a severance payment in an amount equal to (i) six (6) months of Mr. Rosenbloom’s then-current base salary (if effected after the first anniversary of the Effective Date), or (ii) twelve (12) months of Mr. Rosenbloom’s then-current base salary (if effected after the second anniversary of the Effective Date), (b) a pro-rata portion of the amount of bonus for the year in which termination occurs, and (c) COBRA coverage for twelve (12) months from the termination date, or for six (6) months from the termination date, if such termination is after the first anniversary of the Effective Date, subject to effectiveness of a release of claims. In the event of a Change in Control and on or during the following twenty-four (24) months, Mr. Rosenbloom was terminated for any reason other than Cause (as defined in the Employment Agreement) or Disability (as defined in the Employment Agreement) or Mr. Rosenbloom terminated for Good Reason (as defined in the Employment Agreement), the Company was to pay a severance benefit of two times the sum of Mr. Rosenbloom’s then base salary and the full, non-pro-rated bonus for the year of termination, in addition to the immediate vesting of his RSU Award. Mr. Rosenbloom is also subject to certain restrictive covenants set forth in the Employment Agreement.

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New Employment Agreement with Mr. Rosenbloom

On May 30, 2025, we entered into a new employment agreement with Mr. Rosenbloom (the “New Employment Agreement”). Mr. Rosenbloom stepped down as the Chief Financial Officer of the Company on April 17, 2025, and continues to serve in a senior advisory role as Executive Vice President of Finance.

Pursuant to the New Employment Agreement, Mr. Rosenbloom will receive an annual base salary of $330,000 and is eligible to receive an annual performance-based cash bonus with a target amount equal to 40% of his base salary. Pursuant to the terms of the New Employment Agreement, Mr. Rosenbloom was granted an RSU award for 70,000 shares of the Company’s Common Stock pursuant to the terms of an RSU grant notice and form award agreement (the “Rosenbloom RSU Award”) under the Company’s 2023 Equity Incentive Plan with a vesting commencement date of May 30, 2025 (the “Vesting Commencement Date”). The Rosenbloom RSU Award vests as to 25% of the shares underlying the Rosenbloom RSU Award on the first anniversary of the Vesting Commencement Date and then in equal monthly installments on the last day of each full month over the next thirty-six (36) months following the first anniversary of Vesting Commencement Date, subject to his continued service. If during Mr. Rosenbloom’s employment with the Company, the Company consummates a Change in Control (as defined in the New Employment Agreement), then 100% of the unvested portion of the Rosenbloom RSU Award will fully vest immediately at the effectiveness of such Change in Control. Mr. Rosenbloom also received a lump-sum payment in the amount of $630,000 under his previous Employment Agreement in connection with his resignation as Chief Financial Officer.

The New Employment Agreement provides that, in the event Mr. Rosenbloom’s employment is terminated by the Company without Cause or by Mr. Rosenbloom for Good Reason (each as defined in the New Employment Agreement), in addition to Final Compensation (as defined in the New Employment Agreement), and subject to effectiveness of a release of claims, he will be entitled to receive payment of any earned but unpaid bonus for the prior calendar year, if the termination occurs after the end of such year but before the bonus is paid. If Mr. Rosenbloom’s employment is terminated by the Company without Cause or by Mr. Rosenbloom for Good Reason within six months following a Change in Control (as defined in the New Employment Agreement), he will be entitled to a lump sum payment equal to two times his base salary, full acceleration of all unvested equity awards and continued health insurance coverage for 12 months. Mr. Rosenbloom is also subject to certain restrictive covenants under the New Employment Agreement.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name · Option Awards · Stock Awards
Number of Securities Underlying Unexercised Options Exercisable · Number of Securities Underlying Unexercised Options Unexercisable · Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options · Option Exercise Price ($) · Option Expiration Date · Number of shares or units of stock that have not vested · Market value of shares or units of stock that have not vested · Equity incentive plan awards: Number of unearned share, units or other rights that have not vested · Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested
Joseph Onorati—301,980(1)—$3.914/9/2035————
—214,659(2)—$4.9712/17/2035————
Fei (John) Han—180,985(1)—$3.914/9/2035————
—226,703(2)—$4.9712/17/2035————
Parker White—191,989(1)—$3.914/9/2035————
—136,687(2)—$4.9712/17/2035————
Daniel Kang—122,500(1)—$3.914/9/2035————
—57,500(1)—$16.939/19/2035————
—182,616(2)—$4.9712/17/2035————
Blake Janover———$——70,000(3)350,000——
Bruce Rosenbloom—35,000(1)—$4.974/9/2035————
—10,000(2)—$17.5112/17/2035————
———$——70,000(3)350,000——

(1)One-fourth of the option shares will vest on the first anniversary of the grant date of April 9, 2025 and in monthly installments thereafter for the next three years, subject to continuous employment or service on a vesting date, except that the grant date is September 19, 2025 for the option granted to Mr. Kang with a September 19, 2035 expiration date.

(2)Option vests monthly over four years from the grant date of December 17, 2025, subject to continuous employment or service on a vesting date.

(3)One-fourth of the RSUs will vest on the first anniversary of the grant date and in monthly installments thereafter for the next three years, subject to continuous employment or service on a vesting date. The grant date was April 9, 2025 for Mr. Janover’s RSUs and May 30, 2025 for Mr. Rosenbloom’s RSUs.

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DIRECTOR COMPENSATION

The following table discloses the cash and non-cash compensation awarded to, earned by or paid to each of the Company’s current and former non-employee directors during the year ended December 31, 2025:

NameFees earned or paid in cash ($)Stock awards ($)(1)Option awards ($)(1)Non-equity incentive plan compensation ($)All other compensation ($)Total ($)
William Caragol68,00085,53130,946——184,477
Marco Santori(2)—273,700———273,700
Zachary Tai24,00063,270———87,270
Thomas Perfumo—101,150———101,150
Marcelo Lemos(3)23,000—24,633——47,633
Samuel Haskell(3)16,000—3,714——19,714
Ned Siegel(3)19,000—6,189——25,189
Hadley Stern(4)——————

(1)Amounts reflect the aggregate grant date fair value of restricted stock units and options granted, computed as of the grant date in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the non-employee director. The valuations of the restricted stock units are based on the closing market price of our Common Stock on the grant date. As of December 31, 2025, the following non-employee directors held equity awards for the following number of shares: Mr. Caragol: 175,000 option shares and 21,875 RSUs; Mr. Tai: 7,000 RSUs; Mr. Perfumo: 7,000 RSUs; and Mr. Lemos: 39,650 option shares. No other directors held equity awards as of fiscal year-end.

(2)Mr. Santori resigned on September 18, 2025.

(3)Mr. Lemos, Mr. Haskell and Mr. Siegel resigned on April 4, 2025.

(4)Mr. Stern was appointed on January 27, 2026.

We do not have any compensation arrangements or agreements with any of our directors or director nominees relating to their service as a director other than the agreements described below. All equity awards were granted under the 2023 Plan.

On February 10, 2025, the Company granted William Caragol, an independent director, non-qualified stock options exercisable for 87,500 shares of Common Stock for $0.76 per share. The stock options became fully vested on April 4, 2025. On April 9, 2025, the Company also granted Mr. Caragol 21,875 RSUs. The RSUs will vest over a period of 4 years. Mr. Caragol is eligible to receive a quarterly cash fee of $17,000.

On April 9, 2025, the Company granted Joseph Onorati, Chairman of the Board and Chief Executive Officer, incentive stock options exercisable for 301,980 shares of Common Stock for $3.91 per share. The stock options will vest over a period of 4 years.

On April 9, 2025, the Company granted Blake Janover, a director and Chief Commercial Officer, 70,000 RSUs. The RSUs will vest over a period of 4 years.

On April 9, 2025, the Company granted Marco Santori, a former independent director, 70,000 RSUs. The RSUs vested upon issuance.

On April 9, 2025, the Company granted Zachary Tai, an independent director, 7,000 RSUs. The RSUs will vest over a period of 4 years. On July 31, the Company also granted Mr. Tai 2,500 RSUs. The RSUs vested upon issuance. Mr. Tai is eligible to receive a quarterly cash fee of $8,000.

On October 21, 2025, the Company granted Thomas Perfumo, an independent director, 7,000 RSUs. The RSUs will vest quarterly, over a period of 1 year.

On February 10, 2025, the Company granted Marcelo Lemos, a former independent director, non-qualified stock options exercisable for 69,650 shares of Common Stock for $0.76 per share.

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On February 10, 2025, the Company granted Samuel Haskell, a former independent director, non-qualified stock options exercisable for 10,500 shares of Common Stock for $0.76 per share.

On February 10, 2025, the Company granted Ned Siegel, a former independent director, non-qualified stock options exercisable for 17,500 shares of Common Stock for $0.76 per share.

On January 27, 2026, the Company granted Hadley Stern, an independent director, 16,500 RSUs. The RSUs will vest quarterly over a period of one year. Mr. Stern is eligible to receive a quarterly cash fee of $7,000.

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