DeFi Development Corp.

INDEX TO FORM 10-Q

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

•The effect of and uncertainties related to the ongoing volatility in interest rates;

•Future reward yields related to operating validator nodes;

•The impact of current and future modifications to the Solana Network protocol;

•Uncertainties related to future staking reward yields;

•Our ability to achieve and maintain profitability in the future;

•The impact on our business of the regulatory environment and complexities with compliance related to such environment;

•Our ability to respond to general economic conditions;

•Our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

•Our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

•The success of our marketing efforts to access additional sales channels and our ability to expand our lender and borrower base;

•Our ability to grow market share in existing markets or any new markets we may enter;

•Our ability to develop new products, features and functionality that are competitive and meet market needs;

•Our ability to realize the benefits of our strategy, including our financial services and platform productivity;

•Our ability to make accurate credit and pricing decisions or effectively forecast our loss rates;

•Our ability to establish and maintain effective system of internal controls over financial reporting;

•Our ability to maintain the listing of our securities on Nasdaq;

•Sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price; and

•The outcome of any legal or governmental proceedings that may be instituted against us.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved. Forward-looking statements contained in this Quarterly Report on Form 10-Q speak as of the date of this report and we do not assume any responsibility to update these forward-looking statements, except as required by law.

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-CONTINUED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

OVERVIEW

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.

SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to our significant accounting policies, critical accounting estimates, segment reporting, or recently issued accounting pronouncements from those disclosed in Note 1—Overview and Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2025.

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) interim reporting guidelines under Article 8-03 of Regulation S-X (17 CFR Part 210) for smaller reporting companies. The December 31, 2025 condensed consolidated Balance Sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. Accordingly, our condensed consolidated financial statements do not include all the disclosures required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with SEC on March 30, 2026.

In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of our financial position and results of operations for all interim periods presented. The consolidated results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or any other interim periods.

Principles of Consolidation

The accompanying condensed 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.

Stock Splits

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.

Estimates and Assumptions

The preparation of our condensed consolidated financial statements 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 14—Fair Value Measurements, 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 March 31, 2026 and December 31, 2025, the Company’s cash and cash equivalents were held at financial institutions.

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 fair 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

Expense Disaggregation Disclosure

In November 2024, the Financial Accounting Standards Board 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, and 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 condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 2—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.

DISAGGREGATION OF REVENUE

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

NOTE 3—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.

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

NOTE 4—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, real estate investment trusts ("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 (loss) income excludes the impact of income taxes, interest expense and other income (expense) 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 of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Notes to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidations.

The tables 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 5—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 and Level 2 inputs for locked Solana ("SOL") balances which incorporates unadjusted quoted prices from active markets and observable market transactions. See Note 14—Fair Value Measurements for further discussion.

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 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 560.4 thousand tokens:

The table below shows a reconciliation of activity of our digital assets, at fair value:

(a) These amounts are included within Net loss (gain) on digital assets as stated on our Condensed 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 2 inputs that use unadjusted quoted prices from active markets.

NOTE 6—ACQUISITIONS, DISPOSITIONS AND WIND DOWN ACTIVITIES

WIND DOWN

On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. We expect that substantially all operations of the Real Estate Platform segment will cease by the end of the second quarter 2026. We evaluated the wind down under Accounting Standards Codification Topic 205-20, Discontinued Operations ("ASC 205") and determined that, although it represents a strategic shift, it does not have, and is not expected to have, a major effect on our operations and financial results. Accordingly, the results of the affected entities are presented within continued operations.

NOTE 7—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.

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

NOTE 8—DEBT

The table below summarizes our debt outstanding:

As of March 31, 2026 and December 31, 2025, the estimated fair value of our debt was approximately $126.1 million and $119.5 million, respectively. 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 $2.2 million with contractual interest rate expense of $1.8 million and amortization of debt discount and issuance costs of $0.4 million.

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 the first quarter 2026, we fully repaid the outstanding balance of $106.7 thousand related to the insurance policy borrowings.

LONG-TERM DEBT

During the first quarter 2026, we did not have any new issuances of senior notes.

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 July 1, 2030 ("July Notes"). Additionally, 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. Our July Notes bear interest at an annual rate of 5.5% which is calculated based on a 360-day year, payable semiannually in arrears.

April 2030 Convertible Notes

On April 4, 2025, we issued $42.0 million in aggregate principal amount, in a private offering, of 2.5% convertible notes due April 6, 2030 ("April Notes"). The April 2030 Convertible Notes bear interest at an annual 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. None of our April 2030 convertible notes were converted to common stock during the first quarter of 2026.

The table below shows the future payments associated with our long-term debt as of March 31, 2026:

NOTE 9—DERIVATIVES

The table below presents our derivative assets and liabilities as shown on our Condensed Consolidated Balance Sheets:

The table below presents the effect of derivative instruments, included within (Loss) gain from derivative instruments as stated on our Condensed Consolidated Statements of Operations. We did not have derivative instruments as of March 31, 2025:

DIGITAL ASSET FINANCING ARRANGEMENTS

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.

During the first quarter 2026, we renewed a loan under our master loan agreement, where we repaid and subsequently borrowed 60 thousand SOL or $12.9 million (using exchange rates as of the date the SOL was repaid and borrowed). We primarily used the proceeds from the loan requests for SOL decentralized finance (“DeFi”) activities. The previously mentioned loan request has a three month maturity with an annual contractual borrowing fee of 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, at 300.0% and maintain a minimum collateral coverage of 200.0%. If the collateral coverage declines to 150.0% 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 Condensed Consolidated Balance Sheets. In the event we repay the loan prior to the maturity date, we shall pay the lender a fee equal to 20.0% 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 Condensed Consolidated Balance Sheets.

Open-Term Loans

On February 23, 2026, we entered into a loan request under the previously mentioned master loan agreement, where we borrowed $4.0 million USD Coin ("USDC"). The loan has no maturity date and the lender is able to request repayment at any time, at which point we have one business day to settle the loan. Conversely, we can settle the loan at any time without penalties. The loan request has an annual contractual borrowing fee of 10.0%, which is calculated daily based on 360-days and payable on repayment of the loan. Under the terms of the loan request, we are required to post collateral in the form of SOL, which is calculated as a percentage of the total loan value, which is 200% and we are to maintain a minimum collateral coverage of 175%. If the collateral coverage declines to 125% 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 asset through repayment of the loan. We derecognize the SOL provided as collateral and record an asset on our Condensed Consolidated Balance Sheets.

As of March 31, 2026, digital asset term loans outstanding were $17.7 million and we had $46.5 million of posted collateral which is recorded within Digital assets pledged as collateral as stated on our Condensed Consolidated Balance Sheets. Since the value of the posted collateral exceeded the associated liability, our net economic exposure is effectively zero. During the three months ended March 31, 2026, total borrowing fees recognized within Interest expense, as stated on our Condensed Consolidated Statements of Operations, was $0.5 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. Through the first quarter 2026, we received proceeds of $78.2 million (using exchange rates as of the date the digital assets were borrowed) and repaid a total of $43.8 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 Condensed Consolidated Balance Sheets. As of March 31, 2026, we had $65.3 million of posted collateral relating to our collateralized financing arrangements which is recorded within Digital assets pledged as collateral as stated on our Condensed 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 in our Condensed Consolidated Balance Sheets:

NOTE 10—STOCKHOLDERS’ EQUITY

SHARE REPURCHASES

During the first quarter 2026, we repurchased 1,601,747 shares of our common stock for approximately $10.5 million.

COMMON STOCK WARRANTS

Convertible Note Warrants

Contemporaneously with the April Notes, 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. During the first quarter of 2026, we issued 43.8 thousand and 35.1 thousand shares in total, or $124.5 thousand, for the first and second series, respectively, as a result of the warrant dividend declared in October 2025. We determined that the warrant dividend is an equity-linked instrument and was recorded at fair value as a reduction to Accumulated deficit with a corresponding increase to Additional paid-in capital, as stated on our Condensed Consolidated Balance Sheets. See Note 14—Fair Value Measurements, for further discussion.

As of March 31, 2026, all warrants issued in connection with these convertible notes remained unexercised and outstanding. See Note 8—Debt for further discussion.

Pre-Funded Warrants

On August 24, 2025, we entered into subscription agreements (the "Subscription Agreements") with certain institutional and accredited investors (“Warrant 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 Warrant 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. As of March 31, 2026,4.9 million warrants were exercised and 0.9 million were outstanding.

On May 1, 2025, we entered into a securities purchase agreement with a syndicate of investors ("the PIPE Investors"), where we agreed to, among other things, enter into a related registration rights agreement 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". Through the first quarter 2026,1.5 million warrants were exercised andnone were outstanding.

EQUITY LINE OF CREDIT

On June 11, 2025, we entered into a share purchase agreement for an equity line of credit (the "ELOC") with RK Capital Management LLC ("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. In the first quarter of 2026, we recorded $3.1 million in commitment fees, or 702.1 thousand shares, of which $2.2 million is included within Investment and other (expense) income, net and $0.9 million in stockholders' equity.

During the first quarter 2026, we issued 0.5 million of common stock for approximately $2.0 million in net proceeds. We used the net proceeds for working capital purposes. See Note 18—Subsequent Events for discussion on activity that occurred after the balance sheet date under the ELOC.

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 11—SHARE-BASED COMPENSATION

Share-based compensation expense includes restricted stock units, or RSUs, and stock options.

SHARE-BASED COMPENSATION EXPENSE

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

STOCK OPTIONS

The table below shows activity related to stock options:

As of March 31, 2026, unrecognized pretax compensation of $9.9 million related to stock options which 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 March 31, 2026, unrecognized pretax compensation of $3.8 million related to restricted stock units which will be recognized over a weighted average period of approximately 3.4 years.

NOTE 12—INVESTMENTS

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

The table below shows the components of our investments:

EQUITY METHOD SECURITIES

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 (the "Second Capital Raise") per cash warrant. As of March 31, 2026 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. For the three months ended March 31, 2026, we recognized a $610.6 thousand loss resulting from of our share of earnings in the investee, which was recorded in Other (expense) income, net as stated on our Condensed Consolidated Statements of Operations.

NON-MARKETABLE EQUITY SECURITIES

During the first quarter 2026, we invested approximately $630.0 thousand in Peak Consulting Labs Inc. ("Peak"), a privately held company, through a Simple Agreement for Future Equity ("SAFE"). We account for these non-marketable securities in accordance with Accounting Standards Codification Topic 321, Investments—Equity Securities ("ASC 321"). Under ASC 321, the SAFE is an equity security that does not have a readily determinable fair value. We have elected the measurement alternative under ASC 321-10-35-2, under which the investment is carried at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer. We concluded that Peak, is a variable interest entity under the framework detailed in Accounting Standards Codification Topic 810, Consolidations ("ASC 810"). Under ASC 810, we determined that consolidation of Peak is not required as we do not have the power to direct the activities that most significantly impact the economic performance of Peak and we are not the primary beneficiary.

As of March 31, 2026, no upward adjustments, downward adjustments, impairment charges, or realized gains or losses have been recognized, our carrying value was $630.0 thousand which is included within Investments on our Condensed Consolidated Balance Sheets.

DEBT SECURITIES

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 (the "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.

During the first quarter 2026, we received approximately 6.7 thousand SOL, or $841.0 thousand, related to the remaining balance of the Note Settlement Agreement with Flora and recognized a loss of $425.7 thousand upon settlement.

MARKETABLE EQUITY SECURITIES

In December 2025, we received shares of common stock in Flora as part of a 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. During the first quarter 2026, we sold a portion of the common stock for approximately $163.4 thousand.

For the three months ended March 31, 2026 and March 31, 2025, we realized a gain of $12.1 thousand and $85.0 thousand related to our marketable securities, respectively.

NOTE 13—INCOME TAXES

EFFECTIVE TAX RATE

Our effective tax rate for the three months ended March 31, 2026 and March 31, 2025 was 0.0%. Our effective tax rate differs from the U.S. federal statutory rate of 21% as a result of our U.S losses for which no benefit will be realized.

The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Consistent with this approach, the Company is using the estimated annual effective tax rate (the "AETR") method to calculate taxes for the period ending March 31, 2026, and is discretely recognizing specific events referred to as "discrete items" as they occur.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, 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.

NOTE 14—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 instruments classified within Level 2 we determine the value using quoted prices for identical tokens in markets that are not active.

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 framework of ASC 820, 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.

Impairments

During the first quarter 2026, we recognized impairment charges of $10.7 million on our digital assets, at carrying value due to the weakening of our liquid staking tokens against the U.S. dollar.

Warrant Dividend

We determined the fair value of the warrant dividend issued to our convertible note warrant holders to be $124.5 thousand in total, representing a $1.63 price per warrant. 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 10—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 March 31, 2026 and December 31, 2025, respectively, due to the short-term nature of these instruments.

NOTE 15—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

Revolving Credit Facility

On January 24, 2026, we entered into a revolver (the "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. As of March 31, 2026, amounts available to our equity method investee under the Revolver was $4.75 million.

NOTE 16—OFF BALANCE SHEET TRANSACTIONS

As of March 31, 2026, customers delegated 367.0 thousand SOL tokens or $30.5 million (using exchange rates as of the balance sheet date) to our validators. These amounts are not presented on our Condensed Consolidated Balance Sheets as we do not control the staked SOL.

NOTE 17—RELATED PARTY TRANSACTIONS

WIND DOWN

On March 31, 2026, the Company agreed to a severance agreement with Mr. Janover, current Director, and agreed to sell certain of our Real Estate Platform segment domains to Mr. Janover for $10.0 thousand. See Note 6—Acquisitions, Dispositions and Wind Down Activities for further discussion.

INVESTMENT

On February 12, 2026, we entered into a SAFE agreement with Peak, an entity for which Joseph Onorati, our Chief Executive Officer and President of the Board of Directors, also serves as Chief Executive Officer, and which is therefore considered a related party. Under the term of the agreement, we purchased the right to obtain certain equity securities of Peak upon the occurrence of certain future events, as described in the agreement, for $630.0 thousand. See Note 12—Investments, for further discussion.

NOTE 18—SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred after the balance date through May 19, 2026, the date the condensed consolidated financial statements were available to be issued, we concluded the following events required disclosure to the Notes to the Condensed Consolidated Financial Statements.

PROMISSORY NOTE AGREEMENT

On May 4, 2026, we entered into promissory note agreement to provide a $3.0 million USDC unsecured callable loan to Preference Capital (BVI) Ltd. The promissory note bears an annual interest rate of 15%, which is calculated on a 360-day year. Interest is to be paid to us in USDC and capitalized on a quarterly basis due on the last day of the calendar quarter. The borrowed amount is due to us the earlier of the one-year anniversary of the promissory note, default event as described under the agreement or two business days after we demand repayment.

ELOC

We issued 530.8 thousand shares representing two months of commitment fee payments.

CONVERTIBLE NOTES

We repurchased $7.9 million in aggregate principal amount of our July Notes for approximately $4.8 million.