DeFi Development Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

6401 Congress Avenue, Suite 250

Boca Raton, FL 33487

www.defidevcorp.com

Notice of Annual Meeting of Stockholders

to be held on December 16, 2026

November 4, 2026

Dear Fellow Stockholders:

The 2026 Annual Meeting of stockholders (the “2026 Annual Meeting” or the “Annual Meeting”) of DeFi Development Corp., a Nevada corporation, will be held as a virtual meeting on Wednesday, December 16, 2026, at 2:00 p.m. Eastern Time. You will be able to attend the Annual Meeting by first registering athttps://web.viewproxy.com/DFDV/2026. After you have registered, you will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual meeting.

The purposes of the meeting are:

1. To elect five (5) members of the Company’s Board of Directors (the “Board”), each to serve until the next Annual Meeting of the Company’s stockholders and until his respective successor is elected and qualified or until his earlier resignation, removal, or death (“Proposal No. 1”);

2. To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”); and

3. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board unanimously recommends a vote “FOR” the election of each of the Director Nominees in Proposal No. 1 and a vote “FOR” Proposal No. 2.

Pursuant to our Bylaws, as amended (the “Bylaws”), our Board has fixed the close of business on October 23, 2026, as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2026 Annual Meeting and any adjournment thereof. Holders of our Common Stock and holders of our Series A Preferred Stock are entitled to vote at the 2026 Annual Meeting.

Whether or not you plan to attend the 2026 Annual Meeting, your vote is important. To ensure your representation at the meeting, please submit your proxy or voting instructions via the internet athttps://web.viewproxy.com/DFDV/2026 or, if you requested a printed copy of the proxy materials, by signing, dating and returning the proxy card in the postage-paid envelope provided. Sending in your proxy or submitting voting instructions via the internet will not prevent you from voting at the virtual 2026 Annual Meeting. If you vote at the virtual 2026 Annual Meeting, that vote will revoke any prior proxy or voting instructions that you have submitted.

By Order of the Board of Directors,

/s/ Joseph Onorati

Joseph Onorati

Chief Executive Officer, President and Chairman of the Board of Directors

Boca Raton, Florida

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 16, 2026

This Proxy Statement, the Proxy Card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available online at: https://web.viewproxy.com/DFDV/2026.

6401 Congress Avenue, Suite 250

Boca Raton, FL 33487

www.defidevcorp.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

DeFi Development Corp. is furnishing this proxy statement to our stockholders of record as of the close of business on October 23, 2026 (the “Record Date”) in connection with our solicitation of proxies for use at the annual meeting of stockholders to be held virtually on December 16, 2026, at 2:00 p.m. Eastern Time and any adjournment(s), postponement(s), or other delays thereof (the “2026 Annual Meeting” or the “Annual Meeting”). You will be able to virtually attend the 2026 Annual Meeting by first registering athttps://web.viewproxy.com/DFDV/2026. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date where you will be able to listen to the meeting live, submit questions and vote online. Further information about how to attend the virtual 2026 Annual Meeting online, vote your shares online during the virtual 2026 Annual Meeting, and submit questions during the virtual 2026 Annual Meeting is included in this proxy statement.

References in this proxy statement to the “Company,” “DeFi,” “our Company,” “we,” “us,” “our” and similar terms mean DeFi Development Corp.

On June 26, 2026, the Company converted from a Delaware corporation to a Nevada corporation (the “Nevada Conversion”). References in this proxy statement to our “Articles of Incorporation” and “Bylaws” are to our articles of incorporation and bylaws in effect following the Nevada Conversion. Unless otherwise noted, share and per share information in this proxy statement reflects the 7-for-1 forward stock split of our Common Stock effected on May 20, 2025.

The accompanying proxy is solicited by our Board of Directors (our “Board”) and is revocable by the stockholder any time before it is voted at the 2026 Annual Meeting, as described below.

We have elected to take advantage of the U.S. Securities and Exchange Commission’s (the “SEC”) “notice and access” rule that allows us to furnish proxy materials to stockholders online. On or about November 4, 2026, we will mail to our stockholders of record as of the close of business on the Record Date either (i) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials online and how to request a printed set of our proxy materials or (ii) if previously requested, a printed set of our proxy materials. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed set of our proxy materials unless you specifically request one.

Our principal executive offices are located at 6401 Congress Avenue, Suite 250, Boca Raton, Florida, 33487, and our telephone number is (561) 559-4111.

Who May Vote

Only holders of our Common Stock, par value $0.00001 per share (“Common Stock”), or Series A Preferred Stock, par value $0.00001 per share (“Series A Preferred Stock”), outstanding as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the 2026 Annual Meeting. As of the Record Date, there were 39,742,137 shares of Common Stock outstanding and entitled to vote at the 2026 Annual Meeting and there were 10,000 shares of Series A Preferred Stock outstanding and entitled to vote at the 2026 Annual Meeting. Each share of Common Stock is entitled to one vote on all matters, and each share of our Series A Preferred Stock is entitled to 10,000 votes on all matters. There are no cumulative voting rights.

The outstanding shares of Series A Preferred Stock together carry 100,000,000 votes, representing approximately 71.6% of the total voting power of our outstanding capital stock entitled to vote at the 2026 Annual Meeting. All of the outstanding shares of Series A Preferred Stock are held by DeFi Dev LLC and 3277447 Nova Scotia Ltd., which together hold approximately 75.0% of the total voting power of our outstanding capital stock and therefore have sufficient voting power to determine the outcome of each proposal to be voted on at the 2026 Annual Meeting. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions.”

As of the Record Date, there were also 1,581,250 shares outstanding of our Variable Rate Series C Perpetual Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”). Holders of Series C Preferred Stock are not entitled to vote on any of the matters to be considered at the 2026 Annual Meeting.

Voting Requirements

One-third of the outstanding shares of stock entitled to vote at the 2026 Annual Meeting, present virtually or by proxy (regardless of whether the proxy has authority to vote on any matter), constitutes a quorum for action at the meeting. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. A “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner vote on one proposal but does not vote on another proposal because, with respect to such other proposal, such nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

The vote requirement for each matter is as follows:

• Proposal No. 1 (Election of Directors) — A nominee will be elected as a director if such nominee receives a plurality of the votes cast by the holders of shares of Common Stock and Series A Preferred Stock, voting as a single class, present at the 2026 Annual Meeting and entitled to vote generally on the election of directors. A plurality of votes cast means that the candidates receiving the highest number of affirmative votes will be elected as directors. Proxy cards marked to “withhold” authority to vote for a director nominee and broker non-votes, if any, will not be counted as votes cast for the election of a nominee and will have no effect on the outcome of the election of any nominee.

• Proposal No. 2 (Ratification of the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026) — The ratification of the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires that the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action by the holders of shares of Common Stock and Series A Preferred Stock, voting as a single class. Abstentions and broker non-votes are not considered “votes cast” and will therefore have no effect on the outcome of this proposal.

Broker Non-Votes

If you are a beneficial owner whose shares are held in the name of a bank, broker or other nominee (i.e., your shares are held in “street name”), and you do not provide your bank, broker or other nominee with voting instructions, such nominee has the authority to vote your shares for or against certain “routine” matters. The proposal to ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) is the only routine matter being considered at the 2026 Annual Meeting.

Our Board’s Voting Recommendations

Our Board recommends that you vote your shares “FOR” each of our Board’s nominees who are standing for election to our Board (Proposal No. 1) and the ratification of the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2).

How to Vote

If you are a stockholder of record as of the Record Date, you can vote as follows:

• By Mail: If you, as a stockholder, requested printed copies of the proxy materials by mail, you should sign, date, and return the proxy card(s) in the envelope that is provided.

• By Telephone or Internet: Stockholders may vote by proxy over the telephone, or the internet 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on December 15, 2026. Please follow the instructions on your notice or proxy card to vote on the internet or by phone. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been properly recorded.

• At the Meeting: If you are a stockholder as of the Record Date and have registered to attend the virtual 2026 Annual Meeting, you may vote your shares at the meeting, even if you have previously returned a proxy card.

If you hold your shares of Common Stock or Series A Preferred Stock in a stock brokerage account or through a bank or other nominee, you must follow the voting procedures provided by your broker, bank, trustee or other nominee included with your proxy materials.

Giving us your proxy means you authorize our Board’s designated proxy holders (who are identified on the proxy card) to vote your shares at the 2026 Annual Meeting in the manner that you have indicated and in their discretion on such other matters as may properly come before the 2026 Annual Meeting. If you sign and return a proxy card but do not indicate your vote, the designated proxy holders will vote your shares “FOR” each of our Board’s nominees that are standing for election to our Board (Proposal No. 1) and the ratification of the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2).

What is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?

If your shares are registered in your name with our transfer agent, Colonial Stock Transfer Company, Inc., you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account or by bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

How Will My Shares Be Voted?

All shares that are entitled to vote and represented by a properly completed, executed and delivered proxy received before the 2026 Annual Meeting and not revoked will be voted at the 2026 Annual Meeting as instructed by you in the proxy. If you do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted “FOR” each of Proposal No. 1 and Proposal No. 2 and in the discretion of the proxy holders with regard to any other matters that may be properly presented at the 2026 Annual Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes cast, abstentions and broker non-votes.

Is My Vote Confidential?

Yes, your vote is confidential. The only persons who have access to your vote are the inspector of elections, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our Company’s management and the Board.

What is an Abstention?

An abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are included for the purpose of determining whether a quorum has been reached. For Proposal No. 1, which is decided by a plurality of the votes cast, proxy cards marked to “withhold” authority to vote for a director nominee will not be counted as votes cast for the election of a nominee and will have no effect on the outcome of the election of any nominee. For Proposal No. 2, abstentions are not votes cast and will have no effect on the outcome.

Why are we holding a virtual Annual Meeting?

Our Annual Meeting will be held solely in a virtual format, which will be conducted via a live video webcast and online stockholder tools. We are using the virtual format to facilitate stockholder attendance and participation by enabling stockholders to participate fully and equally from any location, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting and as time permits.

How do I attend the Annual Meeting virtually?

To virtually attend and participate in the Annual Meeting online, you will need to first register athttps://web.viewproxy.com/DFDV/2026 by December 14, 2026 at 11:59 p.m. Eastern Time by using the virtual control number included on your Notice of Internet Availability of Proxy Materials or proxy card. Stockholders that hold their shares beneficially through a bank or broker should refer to the discussion below, under “How do I vote at the Annual Meeting virtually” for information regarding registration. After you register, you will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. The Annual Meeting webcast will begin promptly at 2:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time. Please be sure to check-in online by 1:45 p.m. Eastern Time on December 16, 2026 (15 minutes prior to the start of the meeting is recommended) and you should allow sufficient time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the Annual Meeting, please call the technical support number at 866-612-8937 (which technical support number will also be posted on the Annual Meeting website log-in page) or email technical support at virtualmeeting@viewproxy.com.

How do I vote at the Annual Meeting virtually?

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live video webcast, submit their questions in advance of and during the meeting and vote their shares electronically at the Annual Meeting as described below.

If you are a registered holder, your virtual control number will be on your Notice of Internet Availability of Proxy Materials or proxy card.

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted athttps://web.viewproxy.com/DFDV/2026. On the day of the Annual Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

How do Proxies Work?

Our Board is asking for your proxy. This means that you authorize persons selected by us to vote your shares at the meeting in the way you instruct and, with regard to any other business that may properly come before the meeting, as they think best.

Revoking a Proxy

You may revoke your proxy or voting instructions by (i) submitting new voting instructions via the internet athttps://web.viewproxy.com/DFDV/2026, (ii) submitting a new proxy with a later date via the internet before 11:59 p.m., Eastern Time, on December 15, 2026 or by mail that is received by us prior to the Annual Meeting or (iii) notifying our Corporate Secretary before the 2026 Annual Meeting in writing at our principal executive offices at 6401 Congress Avenue, Suite 250, Boca Raton, Florida 33487. If you attend the 2026 Annual Meeting virtually and vote by ballot, any previously submitted proxy or voting instructions will be revoked.

How We Solicit Proxies

We will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our stockholders. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, internet and personal solicitation by our directors or officers. No additional compensation for soliciting proxies will be paid to our directors or officers for their proxy solicitation efforts. We expect to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of Common Stock.

Do I Have Dissenter’s or Appraisal Rights?

Our stockholders do not have dissenter’s or appraisal rights under Nevada law or under our governing documents with respect to any of the matters to be voted upon at the 2026 Annual Meeting.

If You Receive More Than One Proxy Card

If you hold your shares of Common Stock or Series A Preferred Stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares are voted, please sign, date and return the proxy card, or submit voting instructions via the internet athttps://web.viewproxy.com/DFDV/2026, for each account. You should vote all of your shares of Common Stock or Series A Preferred Stock.

Delivery of Documents to Stockholders Sharing an Address

A number of brokers with account holders who are stockholders of the Company will be “householding” our proxy materials. A single set of the proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive separate proxy materials, please notify your broker. You may also contact the Company directly through a written request to DeFi Development Corp., 6401 Congress Avenue, Suite 250, Boca Raton, Florida, 33487, attention: Corporate Secretary or by telephone at (561) 559-4111. A separate copy of the proxy materials or our 2025 Annual Report will be delivered to you promptly and without charge. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request “householding” of their communications should contact their broker.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on December 16, 2026: The Notice of Annual Meeting of Stockholders, this Proxy Statement (including proxy card) and our Annual Report are available athttps://web.viewproxy.com/DFDV/2026.