DeFi Development Corp. 8-KCurrent Reports (8-K / ad hoc)

Legal Proceedings

Item 3.03. Material Modifications to Rights of Security Holders. In connection with the issuance of the CHAD Stock, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary of State effective on September 3, 2026 designating 2,200,000 shares, and establishing the terms, of the CHAD Stock. The CHAD Stock accumulates cumulative dividends (“regular dividends”) at a variable rate (as described below) per annum on the stated amount of $10 per share (the “stated amount”) thereof. Regular dividends will be payable when, as and if declared by the Company’s board of directors (“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, on each business day of each calendar month (“regular dividend payment date”) based on the applicable monthly regular dividend rate per annum. The first regular dividend payment will occur on October 1, 2026 and will be payable to holders of record as of the close of business on September 30, 2026 as a single payment for the period from the initial issuance date through September 30, 2026, and will not be subdivided into daily installments. Thereafter, regular dividends will be payable on each business day, when, as and if declared by the Board or any duly authorized committee thereof. The applicable dividend is expected to be declared by the Board or any duly authorized committee thereof for each monthly period in advance. Payments for regular dividends will be calculated for each month and subdivided and paid on each regular dividend payment date in equally divided installments based on the number of regular dividend payment dates in each calendar month. Holders of record as of the close of business on the immediately preceding business day will be entitled to receive the applicable regular dividend payment. The initial monthly regular dividend rate per annum is 13.00%. Thereafter, prior to the commencement of each calendar month, the Board or a duly authorized committee thereof will determine the monthly regular dividend rate per annum applicable to the CHAD Stock at least monthly and may determine or adjust the regular dividend rate more frequently, in its sole absolute discretion, based on market conditions, the trading price of the CHAD Stock, prevailing interest rates, comparable market yields, the Company’s liquidity and capital needs an