DeFi Development signs ATM agreement for up to 30 million CHAD preferred shares

DeFi Development Corp. (Nasdaq: DFDV) entered a September 11, 2026 sales agreement with R.F. Lafferty & Co., Inc. for an at-the-market offering of up to 30 million Variable Rate Series C Perpetual Preferred shares, known as CHAD, under effective Form S-3 registration No. 333-295142. A September 8 amendment separately increased authorized CHAD shares from 2.22 million to 32.2 million, according to the company's Friday Form 8-K, accession No. 0001805526-26-000104.

FACT: The agreement sets the terms for possible sales

R.F. Lafferty may act as sales agent or principal under the September 11 agreement. DeFi Development may sell CHAD shares from time to time through or to the firm, with a maximum of 30 million shares covered by the agreement. CHAD is the trading symbol for the preferred series; DFDV identifies the company's common stock.

Any shares issued under the arrangement will use the company's Form S-3 registration statement, No. 333-295142, filed April 17, 2026 and declared effective April 27. The company also filed a prospectus supplement under Rule 424(b) on September 11. The 8-K says sales, if any, may use methods permitted by law that qualify as at-the-market offerings under Rule 415 of the Securities Act.

The company will pay Lafferty a cash commission of up to 0.75% of gross proceeds from shares sold under the agreement and reimburse certain specified expenses. That percentage describes the agent's commission on actual sales; the filing does not supply an aggregate amount of commissions paid or proceeds received.

FACT: Neither party commits to a fixed volume

DeFi Development has no obligation to sell any shares. It may suspend offers at any time or terminate the agreement. Lafferty may decline the terms in a placement notice, suspend sales or terminate the agreement upon notice to the company. Either party may terminate on ten days' prior notice, with earlier termination available in certain circumstances.

The agent is not required to sell any particular number of shares or dollar amount. Its obligation is to use commercially reasonable efforts consistent with its normal trading and sales practices, applicable law and Nasdaq rules. Those efforts follow company instructions, including any limits on price, timing or size.

FACT: Authorized shares increased before the agreement

On September 8, DeFi Development filed a Certificate of Amendment to the Certificate of Designation for CHAD. The amendment increased the number of authorized shares in the series from 2,220,000 to 32,200,000. The company disclosed that change under Item 5.03 of the same 8-K and identified the amendment as Exhibit 3.1.

The sales agreement appears as Exhibit 1.1. Exhibit 5.1 contains Brownstein Hyatt Farber Schreck, LLP's opinion concerning the validity of the shares under Nevada law. The 8-K's description of the agreement is qualified by the agreement itself. Chairman and Chief Executive Joseph Onorati signed the report on September 11.

FACT: Intended uses include Solana and working capital

The company says it intends to use net proceeds, after the agent's commission and offering expenses, for general corporate purposes. Its listed uses include working capital, acquiring Solana digital assets and strategic initiatives. These are stated uses for proceeds from any sales under the arrangement.

CONTEXT: Offering capacity is not a completed capital raise

The distinction matters in reading both parts of this filing. The 30 million-share figure is the maximum capacity of the sales agreement. The 32.2 million-share figure is the amended authorized count for the preferred series. Neither figure establishes how many shares have been issued or sold under this ATM.

The filing does not report CHAD shares sold under the program, proceeds raised or Solana purchased with those proceeds. It therefore does not establish a completed financing or a completed digital-asset acquisition. The commission ceiling also cannot be used to calculate a cash cost without actual sale proceeds.

UNKNOWN: Execution remains unreported

Whether sales occur, their timing, prices and aggregate proceeds remain unknown from this filing. So do any resulting Solana acquisitions and whether the company will use all of the agreement's capacity, suspend offers or terminate it. This account concerns the Friday, September 11 Form 8-K and its September 8 amendment disclosure.

Filing reference

DeFi Development Corp. disclosed the CHAD preferred at-the-market Sales Agreement and authorized-share amendment in Form 8-K AccNo 0001805526-26-000104 (Items 1.01, 5.03 and 9.01; Period of Report September 11, 2026; Filing Date September 11, 2026).