DeFi Development Corp. 8-K

What Happened

• DeFi Development Corp. (DFDV) held its 2025 Annual Meeting on December 18, 2025 and filed an 8‑K on December 23, 2025 reporting the results. Stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan to add 1,500,000 shares (bringing the plan to 5,000,000 shares), and approved a new 2025 Employee Stock Purchase Plan (ESPP) with an initial reserve of 250,000 shares and automatic annual increases from Jan 1, 2026 through Jan 1, 2035 under a specified formula. The Board’s slate of five directors was re‑elected and Wolf & Company, P.C. was ratified as the independent registered public accounting firm. A Certificate of Amendment to increase authorized common and preferred shares to 1,000,000,000 each was filed (effective December 23, 2025).

Key Details

• 2023 Equity Incentive Plan amendment: increase of 1,500,000 shares (proposal approved; vote: 106,885,624 For, 427,369 Against, 122,945 Abstain; 5,089,962 broker non‑votes).
• 2025 ESPP approved: initial 250,000‑share reserve; annual increases each Jan 1 (2026–2035) by the lesser of 250,000 shares, 0.5% of outstanding common stock, or an amount set by the Compensation Committee (proposal vote: 107,243,063 For, 113,085 Against, 79,790 Abstain).
• Charter amendments (increase authorized common & preferred to 1,000,000,000): approved by common and Series A preferred holders (common+Series A vote: 107,722,829 For; Series A separate class vote: 10,000 For); Certificate of Amendment filed as Exhibit 3.1, effective Dec 23, 2025.
• Directors re‑elected: Joseph Onorati, William Caragol, Blake Janover, Zachary Tai, Thomas Perfumo; auditor ratified: Wolf & Company, P.C. (ratification vote: 111,912,434 For).

Why It Matters

• These approvals expand the Company’s capacity to grant stock‑based compensation (1.5M more shares) and to offer an employee purchase plan, which can help recruit and retain employees but also increase potential share dilution.
• The charter changes substantially increase authorized shares (common and preferred to 1B each), giving the company more flexibility to issue stock for financing, acquisitions, or other corporate purposes — a structural change investors should note.
• Re‑election of the board and ratification of the auditor maintain continuity in governance and financial oversight following the meeting.