DeFi Development Corp.

DISCLOSURE CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure procedures and controls (as defined in Rule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2025.

Disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

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Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were not effective as of December 31, 2025 due to material weaknesses in our internal control over financial reporting as described below.

INTERNAL CONTROL OVER FINANCIAL REPORTING

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions; provide reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, disposition or use of Company assets that could have a material effect on the consolidated financial statements.

Our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to material weaknesses.

A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses:

•The Company did not have a formalized system of internal control over financial reporting in place to ensure that risks are properly assessed, controls are properly designed and implemented, and internal controls are properly monitored and operating effectively.

•The Company did not maintain a sufficient complement of formally documented general Information Technology controls over access, segregation of duties, security, and change management.

•The Company does not have sufficient accounting personnel to ensure adequate segregation of duties and restricts our ability to properly review information related to financial reporting, including applying complex accounting principles and calculations, in a timely manner.

Planned Remediation

Management continues to work to improve its controls related to the material weaknesses described above, including enhancing our overall internal control framework, strengthening information technology controls, expanding our accounting and financial reporting resources and implementing enhanced financial reporting review controls.

Enhancement of Internal Control Framework

Management has engaged an external consultant to assist in enhancing and formalizing our internal control over financial reporting framework in accordance with the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This includes, but is not limited to, documenting key financial reporting controls and establishing monitoring procedures designed to ensure that controls are appropriately designed and operating effectively.

Strengthening Information Technology Controls

Management, with the assistance of the external consultant, will implement formalized information technology controls over systems that we utilize for financial reporting. These controls included, but are not limited to,

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documented policy and procedures related to user access management, segregation of duties, system security and change management processes.

Accounting and Financial Reporting Resources and Review Controls

Management intends to focus on hiring experienced finance and accounting personnel or expand consulting services in areas focused around technical accounting and internal controls, subject to fiscal feasibility. Management intends to enhance current review procedures by engaging an external consultant to perform independent reviews over the preparation and analysis of financial information and complex calculations. Additionally, engage external specialist as needed to provide assistance in accounting for significant or complex transactions.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The following changes in internal control over financial reporting were made during the three months ended December 31, 2025:

•The Company hired an employee with extensive experience in financial reporting.

•Additionally, the Company increased personnel with expertise in SEC reporting requirements.

•Management also engaged an external consultant to assist in designing, testing and monitoring internal controls over financial reporting in compliance with the Sarbanes-Oxley Act.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting, will prevent all misstatements, errors and fraud. Because of inherent limitations, these control systems are intended to provide only reasonable, not absolute assurance that the objectives of the controls systems are met.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

We are considered an "emerging growth company" as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 and not required to provide the information required by Item 308(b).