DeFi Development Corp.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
DFDV$3.35+5.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-27.
0001013762-25-003260
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001805526-26-000006
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (109)
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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You should read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the audited consolidated financial statements and the related notes that appear in this Annual Report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.
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This Management's Discussion and Analysis of Financial Condition and Results of Operations centers on a discussion of 2025 results as compared to 2024 results.
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OUR COMPANY AND OUR BUSINESS
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During 2025, we pivoted our primary business strategy to the acquisition, long-term holding, and active management of SOL and SOL-related digital assets. Our treasury strategy includes accumulating SOL, locked SOL, liquid staking tokens such as dfdvSOL, and other SOL-denominated or SOL-native positions. We also operate Solana validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.
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We continuously evaluate capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support our digital asset treasury strategy. Our objective is to expand our exposure to the Solana ecosystem over the long term.
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In addition to our digital asset treasury operations, we continue to operate our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, REITs, debt funds, and other institutional capital providers.
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As a result of expanding our treasury strategy we consider these our two operating segments: “Digital Asset Treasury” and the “Real Estate Platform”.
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2025 SIGNIFICANT DEVELOPMENTS
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The following are the more significant developments in our business during 2025:
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•On April 4, 2025, our previous Chief Executive Officer entered into a Stock Purchase Agreement with DeFi Dev LLC and 3277447 Nova Scotia Ltd where he sold approximately 51.0% of the Company's outstanding shares of common stock and all off the issued and outstanding Series A preferred stock for an aggregate purchase price of $4.0 million.
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•On April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” We also changed the ticker symbol for our common stock to “DFDV” on the Nasdaq Capital Market on May 5, 2025.
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•The Board of Directors approved and we adopted a new treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL.
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•On May 1, 2025, under the terms of an asset purchase agreement, we acquired two validator nodes from Solsync Solutions Partnership, a SOL validator business owned by our current Chief Operating and Investment Officer for $3.6 million.
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•We received net proceeds of $378.5 million through various financing transactions and used the proceeds to purchase digital assets and for working capital purposes.
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•We received proceeds from digital asset financing arrangements of $172.0 million and repaid $85.7 million.
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•On October 27, 2025 the Company issued approximately 3.9 million of warrant dividends.
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•We repurchased a total of 2.0 million shares of our common stock for $11.5 million under our stock repurchase program.
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SELECTED CONSOLIDATED OPERATING RESULTS
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Consolidated Revenue
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Our consolidated revenue increased $9.3 million, or 442.2%, in 2025 compared to 2024 primarily due to digital asset revenue generated from our treasury strategy, which began in the second quarter 2025, and was driven by rewards from staking our digital asset holdings.
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Consolidated Net Loss (Gain) on Digital Assets
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Consolidated net loss (gain) on digital assets was $27.0 million in 2025 primarily due to impairment charges of $36.8 million driven by liquid staking tokens and declines in the fair value of SOL relative to the U.S. Dollar, which was partially offset by realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens.
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Consolidated Operating Expenses
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Our consolidated operating expenses increased $15.7 million, or 307.4%, in 2025 compared to 2024 primarily due to general and administrative expenses related to professional fees for legal and accounting services, employee-related costs and due to a $2.0 million loss on the disposition of JPro at our real estate platform segment.
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The following graphs illustrate the primary components contributing to the change in consolidated operating expenses in 2025 compared to 2024 as well as consolidated general and administrative expenses.
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Consolidated Interest Expense
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Consolidated interest expense was $8.9 million in 2025, which was primarily comprised of $5.0 million attributable to the July 2030 convertible notes, $2.0 million attributable to our April 2030 convertible notes and $1.8 million attributable to borrowing fees related to digital asset financing arrangements.
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The following graph illustrates the primary components contributing to the change in interest expense in 2025 compared to 2024.
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Consolidated Interest Expense ($ thousands)
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Consolidated (Loss) Gain From Derivative Instruments
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Our consolidated (loss) gain from derivative instruments was $19.8 million in 2025, and included losses of $38.5 million related to declines in the fair value of collateral related to our digital asset financing arrangements, which was partially offset by $18.8 million of gains related to declines in the fair value of our digital asset financing arrangements.
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Consolidated Investment and Other (Expense) Income, Net
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Consolidated investment and other (expense) income, net decreased $9.0 million in 2025 compared to 2024 primarily due to $5.2 million of commitment fees related to an equity line of credit and $3.9 million of losses related to our investments, which was partially offset by interest and options trading income.
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Consolidated Net (Loss) Income
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We had a consolidated net loss of $73.8 million in 2025 compared to a consolidated net loss of $2.7 million in 2024 primarily due to impairments on our liquid staking tokens, increases in operating expenses related to general and administrative expenses and losses from our derivative instruments.
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SEGMENT OPERATING RESULTS
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Our segment operating results are presented based on how management evaluates operating performance and internally reports financial information. See Note 5—Segments, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on our segments.
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In April 2025, our Board of Directors adopted a new treasury policy, which updated our treasury management to include digital assets, starting with Solana’s native token, SOL. We believe acquiring and holding SOL long-term provides diversification of our treasury holdings and additional growth opportunities through operating validators and staking rewards. We believe that investing in the Solana Network through its native token provides an opportunity for us to create value for our shareholders due to the continuous disruptive innovation
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the network offers to various industries. Currently, Solana is a category leader in decentralized finance, gaming and metaverse, decentralized physical infrastructure networks, asset tokenization, payment processing, and global value transfer.
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Previous report
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the SEC.
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Overview
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We currently serve hundreds of thousands of web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service providers, and thousands of multifamily and commercial property lenders including more than 10% of the banks in America, credit unions, REITs, debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more.
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We currently have two different customer segments: lenders and borrowers. Borrowers include (but are not limited to) owners, operators, and developers of commercial real estate including multifamily properties and most recently, a growing segment of small business owners (which we believe represents a significant growth opportunity). Lenders include banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, CMBS lenders and SBA lenders.
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Our business model includes earning a transaction fee, or platform fee, each time a loan closes with a lender through our platform. We are either paid a share of the revenue from the transaction by the lender and/or receive some fixed sum in an amount we negotiate from the borrower. We are generally paid by the lender or the borrower and are paid by both sometimes. Our average fee earned per transaction is approximately 1% of the loan amount generally earned at the time of closing. We do not make loans or share risk with the lenders, with whom we conduct business with.
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The Company derives its revenue primarily from platform fees and subscription revenue. Platform fees include referral and advisory fees generated from multifamily and commercial real estate and small business debt transactions. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and the promised services have been transferred to the customer. The Company’s services are generally transferred to the customer at a point in time, which is when the underlying lending transaction has closed and successfully funded. The Company may act as an agent for both lenders and borrowers.
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In fiscal 2025, we will continue to focus on transitioning from transactional platform fee revenue to the more predictable and profitable recurring subscription revenue. At December 31, 2024 our annual recurring revenue run-rate reached approximately $812,000, compared to approximately $276,000 in the prior year, an increase of 194%. As of December 31, 2024 and 2023, there was approximately $341,000 and $83,000 in deferred revenue, respectively, the majority of which is pertaining to these SaaS fees received in advance. The revenue will be recognized over the remaining term of the SaaS agreements in fiscal 2025 and beyond.
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Strategy
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In 2025, we will continue to better connect the commercial real estate industry by building tools that reduce frictions in transactions and that provide broader access to better data than entrenched incumbents. Our priorities are as follows:
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All of this will be done by continuing to:
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Economic and Market Risks and Uncertainties in Our Business Model
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We may be negatively impacted by periods of economic downturns, recessions, and disruptions in the capital markets, credit and liquidity issues in the capital markets, including international, national, regional and local markets, tax and regulatory changes and corresponding declines in the demand for commercial real estate investment and related services. Historically, commercial real estate markets and, in particular, the U.S. commercial real estate market, have tended to be cyclical and related to the flow of capital to the sector, the condition of the economy as a whole and the perceptions and confidence of market participants to the economic outlook. Cycles in the real estate markets may lead to similar cycles in our earnings and significant volatility in our stock price. Further real estate markets may “lag” behind the broader economy such that even when underlying economic fundamentals improve in a given market, additional time may be required for these improvements to translate into strength in the real estate markets. The “lag” may be exacerbated when banks delay their resolution of commercial real estate assets whose values are less than their associated loans.
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Negative economic conditions, changes in interest rates, credit and the availability of capital, both debt and/or equity, disruptions in capital markets, the uncertainty of the tax and regulatory environment or declines in the demand for commercial real estate investment and related services in international and domestic markets or in significant markets in which we do business, have had and could have in the future a material adverse effect on our business, results of operations and/or financial condition. In particular, the commercial real estate market is directly impacted by (i) the lack of debt and/or equity financing for commercial real estate transactions, (ii) increased interest rates and changes in monetary policies by the U.S. Federal Reserve, (iii) changes in the perception that commercial real estate is an accepted asset class for portfolio diversification, (iv) changes in tax policy affecting the attractiveness of real estate as an investment choice, (v) changes in regulatory policy impacting real estate development opportunities and capital markets, (vi) slowdowns in economic activity that could cause residential and commercial tenant demand to decline, and (vii) declines in the regional or local demand for commercial real estate, or significant disruptions in other segments of the real estate markets could adversely affect our results of operations. Any of the foregoing would adversely affect the operation and income of commercial real estate properties.
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These and other types of events could lead to a decline in transaction activity as well as a decrease in property values which, in turn, would likely lead to a reduction in financing fees relating to such transactions. These effects would likely cause us to realize lower revenues. Such declines in transaction activity and value would likely also significantly reduce our financing activities and revenues.
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Fiscal uncertainty, significant changes and volatility in the financial markets and business environment, and similar significant changes in the global, political, security and competitive landscape, make it increasingly difficult for us to predict our revenue and earnings into the future. As a result, any revenue or earnings projections or economic outlook which we may give may be materially affected by such events. Fiscal 2024 was one of the most challenging years for the commercial real estate industry.
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Seasonality
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Traditionally, the commercial real estate market is seasonal in nature, with the first and fourth fiscal quarters being more active than the second and third fiscal quarters. However, during fiscal 2024 the commercial real estate market was less seasonal due to the significant macroeconomic pressures in the commercial real estate market.
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Recent Developments
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ATM Offering
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On August 1, 2024, the Company entered into an At-the-Market Offering Agreement (the “ATM Sales Agreement”) with R.F. Lafferty & Co., Inc., as sales agent, to sell, from time to time, shares of its common stock having an aggregate offering price of up to $0.99, through an “at the market” offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-281185), as supplemented by a prospectus supplement. As of December 31, 2024, there has been no activity to report with the Form S-3 Registration Statement and ATM Sales Agreement. As of the date of this filing the Company issued approximately 13,000 shares of its common stock, raising approximately $70,000, in conjunction with its Form S-3 Registration Statement and ATM Sales Agreement. We intend to continue to utilize the Form S-3 Registration Statement and ATM Sales Agreement for the raising of future capital in fiscal 2025.
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Reverse Stock Split
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On December 30, 2024 the Company effected a 1-for-8 reverse stock split of its outstanding common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. There was no effect on the number of shares of common stock or preferred stock authorized for issuance under the Company’s certificate of incorporation or the par value of such securities.
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Nasdaq Compliance Notice Dated January 15, 2025
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On January 15, 2025, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2). As previously disclosed, on July 16, 2024, the Company was notified by Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because its common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days. To regain compliance, the Company was required to maintain a minimum closing bid price of $1.00 per share for at least 10 consecutive trading days. This requirement was met on January 13, 2025.
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Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023
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The following table provides certain selected financial information for the periods presented:
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Revenues
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Revenue for the year ended December 31, 2024 was approximately $2.1 million, as compared to approximately $2.0 million for the year ended December 31, 2023, an increase of approximately $97,000, or 5%. The increase in revenue for the year was due primarily to an increase in subscription revenue, related to our SaaS software business, offset by a reduction in platform revenue, related to our legacy debt business. In 2024, the Company started to market, its lender marketplace (“Janover Pro”), its equity marketplace (“Janover Engage”), and its artificial intelligence technology (“Janover AI”) as a software as a service. Subscription Revenue also includes revenue from Janover Connect, formerly known as Groundbreaker, our real estate syndication software and investor portal and from our Insurtech subsidiary. The revenue derived from these SaaS subscriptions will be recognized over the term of the SaaS agreement. Subscription revenue was approximately $480,000 for the year ended December 31, 2024 compared to approximately $32,000 for the same period in the prior year. For the year ended December 31, 2024 approximately 23% of our total revenue was recurring revenue, compared to less than 1%, as there was only a minimal amount of recurring revenue in fiscal 2023. For the year ended December 31, 2024 there were 115 transactions that closed on our marketplace, compared to 179 during the year ended December 31, 2023, representing a 36% decrease in transaction volume. The average revenue per transaction was $12,765 in the year ended December 31, 2023, compared to $10,866 for the year ended December 31, 2023 representing a 17% increase in revenue per transaction. This increase in average revenue per transaction was the result of a change in the average loan size during year ended December 31, 2024 compared to the prior year. Our average revenue per transaction closed will vary from period to period, depending on the size of the underlying loan transactions in any given period. We will focus our efforts on revenue growth, with an emphasis on our most profitable cohorts of customers. We will target increasing both our number of transactions closed and our revenue per transaction. During fiscal 2025, we will continue to focus on larger loan opportunities, which should increase our average loan size. In fiscal 2025, we will continue to focus on transitioning from transactional platform fee debt revenue to the more predictable and profitable recurring SaaS subscription revenue. At December 31, 2024 our annual recurring revenue (“ARR”) reached approximately $812,000, compared to approximately $276,000 in the prior year, an increase of 194%. The recurring revenue in the prior year represented our acquisition of Groundbreaker, which was rebranded as Janover Connect, in November 2023. ARR increased sequentially by approximately 69%, which was approximately $480,000 for the nine months ended September 30, 2024. ARR represents an annualization of our recurring revenue, …
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Cost of Revenues
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Cost of revenue for the year ended December 31, 2024, was approximately $32,000 as compared to $0 for the year ended December 31, 2023. The entire cost of revenue balance consists of software and hosting costs related to our subscription revenue. Cost of revenue represents approximately 2% of total revenue for the year ended December 31, 2024.
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Our operating expenses by category for the year ended December 31, 2024, and 2023 is as follows:
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Sales and marketing expenses
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Our sales and marketing costs are primarily comprised of personnel and advertising costs. Sales and marketing expenses for the year ended December 31, 2024 were approximately $1.5 million, compared to approximately $2.0 million for the year ended December 31, 2023, a decrease of approximately $479,000, or 24%. The majority of the decrease for the year can be attributed to a decrease in stock-based compensation. Stock-based compensation for the year ended December 31, 2024 was approximately $11,000, compared to approximately $509,000 for the year ended December 31, 2023, a decrease of approximately $499,000 which was primarily related to the issuance of common stock for IPO services, the cancellation of employee stock options and the issuance of common stock in connection with the IPO in fiscal 2023. As we continue to improve the efficiency of our sales and marketing efforts, leveraging our search engine optimization and our artificial intelligence engine, we expect to continue to optimize and increase our advertising and marketing expenses to help drive subscription revenue, while lowering our customer acquisition costs, to drive a more productive sales and marketing spend.
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Research and development expenses
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Our research and development costs are primarily comprised of personnel costs with a minimal amount of software license fees to support the development of our platform. Research and development expenses for the year ended December 31, 2024 were approximately $655,000, compared to approximately $792,000 for the year ended December 31, 2023, a decrease of approximately $137,000, or 17%. The majority of the decrease for the year can be attributed to a decrease in stock-based compensation. Stock-based compensation for the year ended December 31, 2024 was approximately $11,000, compared to approximately $210,000 for the year ended December 31, 2023, a decrease of approximately $199,000 which was primarily related to the issuance of common stock for IPO services, the cancellation of employee stock options and the issuance of common stock in connection with the IPO in fiscal 2023. We will continue to focus on developing our platform and our AI for the benefit of driving customer value on our marketplace, which we believe will drive long term value to customers and our shareholders.
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General and administrative expenses
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Our general and administrative costs include personnel costs, accounting, legal, rent, and other overhead expenses. General and administrative expenses for both the year ended December 31, 2024 and 2023 were approximately $2.6 million. During the year ended December 31, 2024 there was a large decrease in stock-based compensation expense which was primarily related to the issuance of common stock for IPO services, the cancellation of employee stock options and the issuance of common stock in connection with the IPO in fiscal 2023. Offsetting this decrease were increased costs associated with being a public company, which included professional fees and director and officer insurance, compared to the year ended December 31, 2023.
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Depreciation and amortization expenses
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Depreciation and amortization expenses were approximately $224,000 for the year ended December 31, 2024, compared to approximately $1,000 for the year ended December 31, 2023. Amortization expense, which makes up the majority of the balance, relates to Groundbreaker’s developed technology, which is being amortized over a three-year period. Depreciation expense relates to the company’s fixed assets, which comprises of computer equipment and furniture.
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Impairment expense
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Janover is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders have to manage. We provide a technology platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property lenders include traditional banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other financial institutions looking to deploy capital into commercial mortgages.
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We have developed a platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property, including apartment buildings, to commercial property lenders. These property lenders include traditional banks, credit unions, REITs, debt funds, and other financial
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We have developed an AI-enabled, B2B fintech platform that connects commercial borrowers and lenders, with a human touch. Commercial property owners, operators, and developers can quickly create an account on our platform, chat with our AI, set up their own profile and submit and manage loan requests on their dashboard in a digital experience. Our algorithms automatically match borrowers to their best loan option(s) or to our internal capital markets advisors (inbound sales team) that guide the borrower through the process and connect them with the right loan product and lender. Originators that work at commercial real estate mortgage lenders can log in and use their lender portal to view, sort, and engage with their new matches in real-time and communicate with the borrowers, tracking their loans right through our portal; they can setup the types of deals they are looking for as well. Our capital markets advisors have their own interface that gives them access to targeted loan opportunities, market intelligence, and data empowering them to better assist borrowers in managing their choices, leading to the best possible outcomes for both lenders and borrowers while building trust, all of which enhances our brand.
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institutions looking to deploy capital into commercial mortgages. The platform connects borrowers to our internal capital markets advisors who guide the borrower through the process and connect them with the right loan product and lender.
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Our data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”). Janover provides data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Pro, Janover Capital Markets), insurance (Janover Insurance), equity (Janover Connect, Janover Engage), and technology (Janover AI).
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Our data and software offerings are generally offered on a subscription basis. We provide data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Capital Markets), insurance (Janover Insurance), and equity (Janover Connect, Janover Engage).