Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2023 Equity Incentive Plan

On December 18, 2025, DeFi Development Corp. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved an amendment to the Company's 2023 Equity Incentive Plan (the "2023 Plan") to increase the total number of shares of the Company's Common Stock available for issuance thereunder by 1,500,000 shares. The amendment to the 2023 Plan became effective upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2023 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 5, 2025 (the "Proxy Statement"). The summaries of the 2023 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2023 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

2025 Employee Stock Purchase Plan

At the Annual Meeting, the Company's stockholders approved the Company's 2025 Employee Stock Purchase Plan (the "2025 ESPP") under which 250,000 shares of the Company's Common Stock are available for issuance. In addition, each year, beginning on January 1, 2026 and ending on, and including, January 1, 2035, the share reserve under the 2025 ESPP will be increased automatically by the least of (i) 250,000 shares; (ii) 0.5% of the aggregate number of shares of the Company's Common Stock outstanding on December 31st of the immediately preceding calendar year (rounded up to the nearest whole share); and (iii) an amount determined by the Compensation Committee of the Company's board of directors (the "Board"). The 2025 ESPP became effective upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2025 ESPP is set forth in the Proxy Statement. The summaries of the 2025 ESPP set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2025 ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, six (6) proposals were submitted to the Company's stockholders of record for a vote. The proposals are described in detail in the Proxy Statement. As of the close of business on October 24, 2025, holders of the Company's Common Stock and Series A Preferred Stock were entitled to vote together as a single class on the proposals described below. In addition, Proposal No. 5 (as defined below) required a separate class vote of the holders of Series A Preferred Stock.

The proposals were approved by the requisite vote of the Company's stockholders. Sufficient votes were received to approve each of the proposals described below.

The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy Statement.