DeFi Development Corp.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of DeFi Dev. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2025, and our condensed consolidated financial statements and the accompanying Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q).

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of DeFi Dev. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2025, and our condensed consolidated financial statements and the accompanying Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q).

Previous wording

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.

Current wording

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, Real Estate Investment Trusts ("REITs"), debt funds, and other institutional capital providers.

Previous wording

The following are the more significant developments in our business during the three months ended March 31, 2026:

Current wording

The following are the more significant developments in our business during the six months ended June 30, 2026:

Previous wording

•On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. We expect that substantially all operations of the Real Estate Platform segment will cease by the end of the second quarter 2026.

Current wording

•On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. Substantially all operations of the Real Estate Platform segment ceased by the end of the second quarter 2026, with the exception of Groundbreaker Tech Inc.

Previous wording

•We received net proceeds of $2.0 million through the issuance of our common stock under our equity line of credit. We used the proceeds for working capital purposes.

Current wording

•We received net proceeds of $2.1 million through the issuance of our common stock under our equity line of credit and ATM. We used the proceeds for working capital purposes.

Previous wording

•We received proceeds from digital asset financing arrangements of $91.1 million and repaid $56.7 million. We used the proceeds from these borrowing for working capital purposes and SOL decentralized finance (“DeFi”) activities.

Current wording

•We received proceeds from digital asset financing arrangements of $135.3 million and repaid $87.9 million. We used the proceeds from these borrowing for working capital purposes and SOL decentralized finance (“DeFi”) activities.

Previous wording

•Alpenglow Consensus Protocol: Solana's newly developed consensus architecture, which is intended to replace certain legacy consensus components, including the existing Proof-of-History mechanism. Implementation of this framework began in December 2025 and is expected to rollout in the third quarter of 2026. Alpenglow is intended to significantly reduce transaction finality times, improve network performance and increase network usage, which could positively impact staking and validator-related revenue.

Current wording

•Alpenglow Consensus Protocol: Solana is developing a new consensus architecture, which is intended to replace certain legacy consensus components, including the existing Proof-of-History mechanism. Implementation of this framework began in December 2025 and is expected to rollout in the third quarter of 2026. Alpenglow is intended to significantly reduce transaction finality times, improve network performance and increase network usage, which could positively impact staking and validator-related revenue.

Previous wording

•Firedancer: An independently developed validator client, referred to as "Firedancer", was introduced on the Solana Network in December 2025, with rollout and adoption continuing in 2026. Firedancer is an independently developed version of the Solana validator software and is intended to improve performance, resiliency, and client diversity. The newly developed validator software is currently compatible with existing Solana protocols, enabling validators to adopt it without requiring a protocol-level change or a fork. Firedancer may reduce the risk of a network-wide interruption due to a single software bug. However, the implementation of the software may cause risks for new bugs, new hardware or operational requirements for validators and potential instability during rollout.

Current wording

•Firedancer: An independently developed validator client, referred to as "Firedancer", was introduced on the Solana Network in December 2025, with rollout and adoption continuing in 2026. Firedancer is an independently developed version of the Solana validator software and is intended to improve performance, resiliency, and client diversity. The newly developed validator software is currently compatible with existing Solana protocols, enabling validators to adopt it without requiring a protocol-level change or a fork. Firedancer may reduce the risk of a network-wide interruption. However, the implementation of the software may cause risks for new bugs, new hardware or operational requirements for validators and potential instability during rollout.

Previous wording

Our consolidated revenue increased $2.4 million for the three months ended March 31, 2026, primarily due to digital asset revenue generated from our treasury strategy which was driven by rewards from staking our digital asset holdings.

Current wording

The increase in consolidated revenue for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to digital asset revenue generated from our treasury strategy which was driven by rewards from staking our digital asset holdings.

Previous wording

Consolidated net loss (gain) on digital assets was $51.0 million for the three months ended March 31, 2026, primarily due to the decline of SOL against the U.S. Dollar and losses related to dispositions from converting a portion of our SOL holdings into liquid staking tokens and from sales of digital assets.

Current wording

The decrease in consolidated net (loss) gain on digital assets for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to the decline of SOL against the U.S. Dollar and losses related to dispositions from converting a portion of our SOL holdings into liquid staking tokens and from sales of digital assets.

Previous wording

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Current wording

The decrease in consolidated operating expenses for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily driven by a decrease in research and development expenses.

Previous wording

Our Digital Asset Treasury segment accounted for the $5.7 million increase in consolidated operating expenses for the three months ended March 31, 2026 primarily due to general and administrative expenses related to professional fees and employee-related costs.

Current wording

Our Digital Asset Treasury segment accounted for the increase in consolidated operating expenses for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to general and administrative expenses related to professional fees and employee-related costs.

Previous wording

Consolidated (loss) gain from derivative instruments was $22.8 million for the three months ended March 31, 2026, and primarily included losses of $45.8 million related to decreases in the fair value of collateral related to our digital asset financing arrangements, which was partially offset by $22.9 million of gains related to declines in the fair value of our digital asset financing arrangements

Current wording

Consolidated gain (loss) from derivative instruments for the six months ended June 30, 2026 was a loss of $22.8 million, primarily consisting of $53.3 million of losses driven by declines in the fair value of collateral related to our digital asset financing arrangements, which was partially offset by gains of $30.4 million related to declines in the fair value of our digital asset financing arrangements.

Previous wording

Consolidated net (loss) increased $82.6 million for the three months ended March 31, 2026, primarily due to the previously mentioned losses related to net loss (gain) on digital assets and from our derivative instruments, coupled with increases in operating expenses related to general and administrative expenses.

Current wording

The decrease in consolidated net (loss) income for the three and six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to the previously mentioned losses related to net (loss) gain on digital assets.

Previous wording

Revenue for the three months ended March 31, 2026 was primarily driven from rewards earned on staking our digital asset holdings and to a lesser extent from operating our owned and managed validators.

Current wording

The increase in revenue for the three and six months ended June 30, 2026 as compared to the same periods in 2025 was primarily driven from rewards earned on staking our digital asset holdings.

Previous wording

Net loss (gain) on digital assets generated during the three months ended March 31, 2026 primarily reflects $26.8 million of losses due to the decline of SOL relative to the U.S. Dollar, $13.4 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $10.7 million of impairments driven by our liquid staking tokens.

Current wording

Net loss (gain) on digital assets generated for the six months ended June 30, 2026, reflects $20.8 million of losses due to the decline of SOL relative to the U.S. Dollar, $31.1 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $20.7 million of impairments driven by our liquid staking tokens.

Previous wording

On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. We expect that substantially all operations of the Real Estate Platform segment will cease by the end of the second quarter 2026.

Current wording

On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. Substantially all operations of the Real Estate Platform segment ceased at the end of the second quarter 2026, with the exception of Groundbreaker Tech Inc.

Previous wording

General and administrative increased $392.0 thousand, or 71.8%, for the three months ended March 31, 2026 compared to the same period in 2025, due to the severance agreement with Blake Janover, our former Chief Commercial Officer and current Director.

Current wording

General and administrative expenses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to the severance agreement with Blake Janover, our former Chief Commercial Officer and current Director.

Previous wording

Research and development decreased $153.0 thousand, or 90.5%, for the three months ended March 31, 2026 compared to the same period in 2025, due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro.

Current wording

Research and development decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025, due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses.

Previous wording

During periods when market conditions are favorable, we expect to utilize the ELOC as an important component of our external liquidity strategy to fund working capital requirements, strategic initiatives and digital asset treasury activities. During the first quarter 2026, we received $2.0 million of net proceeds under the ELOC.

Current wording

During periods when market conditions are favorable, we expect to utilize the ELOC as an important component of our external liquidity strategy to fund working capital requirements, strategic initiatives and digital asset treasury activities. During the first half of fiscal 2026, we received $1.9 million of net proceeds under the ELOC.

Previous wording

As of March 31, 2026, our digital asset holdings were $98.6 million, and had an aggregate fair value of $102.6 million (using exchange rates as of the balance sheet date), of which $54.6 million is unencumbered, and may be sold to generate liquidity. Management may from time to time, if necessary, and subject to crypto market conditions, monetize the digital assets we receive from staking activities and validator operations to meet liquidity needs.

Current wording

As of June 30, 2026, our digital asset holdings were $85.7 million, and had an aggregate fair value of $97.3 million (using exchange rates as of the balance sheet date), of which $47.4 million is unencumbered, and may be sold to generate liquidity. Management may from time to time, if necessary, and subject to crypto market conditions, monetize the digital assets we receive from staking activities and validator operations to meet liquidity needs.

Previous wording

Net cash used in operating activities was $9.8 million for the three months ended March 31, 2026, primarily due to payments for interest on our debt, professional services and employee-related costs.

Current wording

Net cash used in operating activities was $14.1 million for the six months ended June 30, 2026, reflecting payments for interest on our debt, professional services and employee-related costs.

Previous wording

Net cash provided by investing activities was $16.2 million for the three months ended March 31, 2026, primarily due to proceeds from the sale of digital assets and investments, which was partially offset by purchases of digital assets and investments.

Current wording

Net cash provided by investing activities was $26.6 million for the six months ended June 30, 2026, primarily consisting of proceeds from the sale of digital assets and investments, which was partially offset by purchases of digital assets and investments.

Previous wording

Net cash used in financing activities was $8.6 million for the three months ended March 31, 2026, primarily due to repurchases of shares of our common stock under our share repurchase program, which was partially offset by proceeds from issuance of our common stock under the ELOC.

Current wording

Net cash used in financing activities was $14.1 million for the six months ended June 30, 2026, reflecting repurchases of shares of our common stock under our share repurchase program and the repurchase of certain July 2030 convertible notes, which was partially offset by proceeds from issuance of our common stock under the ELOC and ATM.

Previous wording

•Interest payments on long-term debt: Under the terms of our convertible notes, we are required to make periodic interest payments. The April Notes have an interest rate of 2.5%, which accrues daily and is required to be paid quarterly in arrears on March 31, June 30, September 30 and December 31 each year. Our July Notes have an interest rate of 5.5%, which is calculated based on a 360-day year and is required to be paid semi-annually in arrears on January 1 and July 1 of each year.

Current wording

•Interest payments on long-term debt: Under the terms of our convertible notes, we are required to make periodic interest payments. The April Notes (as defined in Note 8—Debt) have an interest rate of 2.5%, which accrues daily and is required to be paid quarterly in arrears on March 31, June 30, September 30 and December 31 each year. Our July Notes (as defined in Note 8—Debt) have an interest rate of 5.5%, which is calculated based on a 360-day year and is required to be paid semi-annually in arrears on January 1 and July 1 of each year.

Previous wording

•Digital asset financing arrangements: We entered into several digital asset financing arrangements where we borrowed SOL, with annual contractual borrowing fees ranging from 10.0% to 13.0% payable on the loan maturity date. These arrangements require us to provide collateral denominated in SOL with initial levels of 200.0% to 300.0% of the total loan value and must maintain a minimum collateral coverage between 175.0% to 200.0%. If the value of the posted collateral falls below this threshold we may be required to post additional SOL. If the collateral coverage declines to 150.0% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. In addition, we also entered into a callable open term loan under the previously mentioned master loan agreement, where we borrowed $4.0 million USDC Coin ("USDC"). Repayments of our digital asset financing arrangements is required to be settled in the borrowed digital asset. Our ability to repay the loans and comply with collateral requirements is subject to availability of SOL and USDC in our digital asset treasury and the fluctuations in the price of these assets.

Current wording

•Digital asset financing arrangements: We entered into several digital asset financing arrangements where we borrowed SOL, with annual contractual borrowing fees ranging from 10.0% to 13.0% payable on the loan maturity date. These arrangements require us to provide collateral denominated in SOL with initial levels of 200.0% to 300.0% of the total loan value and must maintain a minimum collateral coverage between 175.0% to 200.0%. If the value of the posted collateral falls below this threshold we may be required to post additional SOL. If the collateral coverage declines to 150.0% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. In addition, we also entered into a callable open term loan under the previously mentioned master loan agreement, where we borrowed $4.0 million USD Coin ("USDC"). Repayments of our digital asset financing arrangements is required to be settled in the borrowed digital asset. Our ability to repay the loans and comply with collateral requirements is subject to availability of SOL and USDC in our digital asset treasury and the fluctuations in the price of these assets.

Previous wording

•ELOC commitment fee: We expect to repay the remaining commitment fee balance of $3.1 million during 2026, which will be settled through the issuance of our common stock.

Current wording

•ELOC commitment fee: As of June 30, 2026, we fully satisfied the commitment fee, which was settled through the issuance of our common stock.

Previous wording

•Promissory note: On May 4, 2026, we entered into a promissory note agreement to provide a $3.0 million USDC unsecured callable loan to Preference Capital (BVI) Ltd. The promissory note bears an annual interest rate of 15%, which is calculated on a 360-day year. Interest is to be paid to us in USDC and capitalized on a quarterly basis due on the last day of the calendar quarter. The borrowed amount is due to us the earlier of the one-year anniversary of the promissory note, default event as described under the agreement or two business days after we demand repayment.

Current wording

•Promissory note: On May 4, 2026, we entered into a promissory note agreement to provide a $3.0 million USDC unsecured callable loan to Preference Capital (BVI) Ltd. The promissory note bears an annual interest rate of 15%, which is calculated on a 360-day year. Interest is to be paid to us in USDC and capitalized on a quarterly basis due on the last day of the calendar quarter. The borrowed amount is due to us the earlier of the one-year anniversary of the promissory note, default event as described under the agreement or two business days after we demand repayment. The loan was repaid in full during the second quarter 2026. We recognized interest income of $33.8 thousand, included within Investment and other (expense) income, net, during the three and six months ended June 30, 2026.

Previous wording

Our long-term obligations include outstanding principal repayments of our long-term debt and interest payments related to that debt, as well as funding commitments under a revolving credit facility to our equity method investee.

Current wording

Our long-term obligations include outstanding principal repayments of our long-term debt and interest payments related to that debt, as well as funding commitments under a revolving credit facility to one of our equity method investees.

Previous wording

•Long-term debt: The outstanding principal balance on our convertible notes have maturity dates of April 6, 2030 and July 1, 2030. As of March 31, 2026, the outstanding principal balances on the April Notes and July Notes were $11.5 million and $122.5 million, respectively.

Current wording

•Long-term debt: The outstanding principal balance on our convertible notes have maturity dates of April 6, 2030 and July 1, 2030. As of June 30, 2026, the outstanding principal balances on the April Notes and July Notes were $11.5 million and $114.6 million, respectively.

Previous wording

•Revolving credit facility: On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the “Revolver”) with our equity method investee. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver.

Current wording

•Revolving credit facility: On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the “Revolver”) with one of our equity method investees. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver. On June 25, 2026, we entered into an agreement with the equity method investee to terminate and settle the outstanding principal and accrued interest under the Revolver.