$DFDV earnings report

This Item 2.02 filing is a preliminary treasury and capital-markets update rather than a conventional earnings release. DeFi Development reported approximately 2,564,212 SOL and SOL equivalents worth $302M after adding approximately 26,203 SOL since September 28, 2026. The Company said total SOL and SOL equivalents had grown approximately 11% since its August 12 Q2 earnings report, citing continued purchases and organic accumulation.

Management expects further improvement in per-share treasury measures as of September 30, 2026 versus August 12, 2026. Specifically, it expects double-digit SPS growth, more than 100% NAV per share growth, double-digit growth in total SOL and SOL equivalents, a reduction in notional SOL-denominated borrowings, and more than 100% growth in cash and cash equivalents. No absolute SPS, NAV per share, cash, or borrowing figures were provided, and all of these September 30 measures remain preliminary.

The capital-allocation focus is expanding SOL exposure per common share while managing liabilities and liquidity. The recently established $300 million CHAD ATM is identified as an additional source of growth capital. Management also frames staking and validator operations as sources of recurring rewards and fees, intended to support both organic treasury growth and obligations associated with its preferred equity.

CHAD entered its dividend-payment phase on October 1, 2026, when the Company paid its first dividend. CHAD carries a 13% annual dividend rate on its $10 stated amount, equivalent to $1.30 per share annually at the current rate, with payments continuing each business day when declared. The central execution issues are whether CHAD can develop liquidity and trade at its stated amount, whether staking and validator income supports dividend coverage, and whether final September 30 balances validate management’s preliminary per-share and liquidity claims.

The filing contains no reported revenue, gross margin, operating income, net income, EPS, operating cash flow, free cash flow, or GAAP financial statements. As a result, the update provides evidence of treasury growth and preferred-equity financing activity, but does not provide the financial results necessary to assess operating demand, profitability, expense control, or cash generation for Q3 2026.

DeFi Development reported $3,314 of revenue in 2Q26, up 66.9% from $1,986 in 2Q25. Digital Asset Treasury Revenue was $3,256, up 170.1% from $1,206, making it the principal disclosed revenue line. The filing does not provide a prior-quarter revenue comparison or identify a specific Q2 driver for the revenue increase.

Profitability was pressured by digital-asset valuation results. Net (Loss) Gain on Digital Assets was ($21,519), compared with a $21,194 gain in 2Q25, and Net (Loss) Income was ($27,287), versus $15,432 of net income a year earlier. EPS (Diluted) moved to ($1.00) from $0.84. At the same time, Total OpEx + COGS (Ex FV changes) declined 22.6% to $4,635 from $5,990, indicating that the reported loss occurred despite lower underlying operating costs.

Management's operating focus is on lowering recurring expenses and simplifying the business. It expects an operating-expense step-down beginning in Q3, tied to the roll-off of one-time legal and accounting spend, third-party relationship consolidation, and AI automation. The company is also discontinuing the Treasury Accelerator program and concentrating its onchain footprint. These actions are presented as efforts to preserve more capital for SPS growth.

Capital structure and per-share exposure remain central to management's strategy. The company reported approximately 31.0 million common shares outstanding and 43.7 million fully diluted shares outstanding as of the letter date, while Weighted Average Shares Outstanding (Diluted) rose 41.5% year over year to 27,351. Management intends to opportunistically retire convertible debt trading below par and continues to consider alternative leverage, including preferred equity. It described the convertible debt as unsecured and long-dated, with no maturity until 2030.

The guidance change is material. Management will not issue June 2027 SPS guidance because it considers the timing and magnitude of accretive issuance opportunities, convertible-debt repurchases, and organic yield difficult to forecast in current market conditions. It retained its long-term target of 1.0 SPS by December 2028, subject to its stated assumption of a constructive crypto environment in both 2027 and 2028. Investors should focus on execution of the Q3 cost reduction, digital-asset valuation volatility, share dilution, debt-management activity, and progress toward SPS growth.