Good morning. Welcome to DeFi Development Corp.'

s Third Quarter 2025 Business Update Call. I'm Dan Kang, Chief Strategy Officer and Head of Investor Relations.

Joining me today are John Hahn, our CFO, and Parker White, our COO and CIO. Unfortunately, Joseph could not make it today, as he is stuck in transit coming back from the Cantor Crypto and AI Conference.

As a reminder, we will be making forward-looking statements during this call. Actual results may differ materially due to risks and uncertainties, which are outlined in our filings with the SEC.

Our latest shareholder letter was published yesterday, November 12th, after market close and is available on our website. We'll begin today by answering questions submitted by retail investors, followed by questions from the sell side.

John, Parker, thanks for joining us. First question: How are you planning to generate revenue out of SOL tokens held by DFDV?

Staking is okay, but what are the use cases to generate additional revenue? Are you going to partner with stablecoin issuers or financial institutions to lend your SOL, for example?

Parker?

Ultimately, everything is on the table for us. Now of course we take risk into account, right?

We're not just going to lend all our SOL out to my brother to open a ski shop even if he's offering 20% yield, but we do put everything on the table. Of course we've got staking, we've got running our own validators and getting third-party delegation, we've got our DeFi positions, but there's other areas that we can expand into to grow revenue.

For example, our Treasury Accelerator program where we've got likely asset management fees included there, where we can collect additional revenue from our expertise. Additionally, there are partnerships that we can do with some of the DeFi-native platforms where we're providing liquidity, where they may give us additional yield over and above the stated rate due to our size and commitment to maintain said size for a period of time.

Those are just a few examples. There are others that we aren't quite ready to talk about now, but we're always looking for ways to expand our revenue and our yield generation, whether that's using our assets directly or in some cases just using our own expertise and providing a service-type business.

That ultimately all flows back into additional accumulation of SOL. Again, we have to do so in a risk-measured, eyes-wide-open to the risks approach to make sure that we don't have adverse effects, especially in a bear market.

Thanks, Parker. Next question: Can you give some color on the 11.4% average organic yield that you generated in Q3?

What was the rough breakdown of this yield, and what are your strategies going forward for generating average organic yield? I can take this one a little bit, and Parker, if you want to chime in, please do.

We're really happy with the 11.4% average organic yield we generated in Q3. As a reminder, we've guided to approximately 10% average organic yield for our full year and obviously came in 140 basis points above that.

We don't want to give away the entire playbook for how we generate this, right, for competitive purposes, but we did provide one example on the shareholder letter for a strategy that worked particularly well for us over the last few months. You can imagine it's a combination of things.

There are yield opportunities for holding stables, there are yield opportunities both off and on-chain, and we sort of view the I'm going to say hurdle rate, if you will, for value add for a DAT as the rate that you might get from, say, one of the SOL staking ETFs. In our view, given a DAT's purpose for faster rate of accumulation of the underlying and, in our case, growing SOL per share as our North Star, quite simply, if you're not generating at least what the SOL staking ETFs are offering, you're not really, on an organic basis, delivering that much value add.

We sort of view that, if you will, as the risk-free rate that you have to beat. We were pretty pleased to be a few hundred basis points above there.

Now I will say, we maintained our guidance for 10% average organic yield going forward. This number can fluctuate, be plus or minus, give or take, at any given moment in time, but we feel pretty good on a go-forward basis that we can be roughly around that level.

We don't want to deliver any promises that we're going to be in that 11% to 12% range in perpetuity going forward. 10% is a level that we feel fairly comfortable with.

Parker, anything you'd add?

I think that covers it pretty well. I guess the last point to make would be over time we are continuing to increase our allocation to the on-chain opportunities.

We mentioned here that we are now north of 15%, whereas prior we've talked about being under 10%. As we continue to move along, as we continue to get more comfortable on the finance side with accounting for everything, as we continue to add more platforms to our kind of risk-evaluated bucket, if you will, we do a deep dive on the smart contract risks involved with each platform, so as we really continue to expand things out, we're going to continue to increase our exposure into the on-chain world, and that's where a lot of the additional yield comes from.

That does fluctuate. Sometimes it goes down, and it's not going to be as high as it always has been.

Again, reiterating what DK said, we can't promise 11%, 12%, but we do still feel comfortable guiding towards that 10% number, especially as we do continue to move more on-chain.

Next question: 143% of DFDV's public float is currently shorted. This is more than peak GameStop before their short squeeze.

Can the team discuss the possibility and math of a short squeeze? My math says the $100 million available in the buyback could easily cause a massive squeeze.

John, you want to take that?

Sure. Happy to.

Very interesting question. We definitely appreciate the question, but as a matter of policy, we actually don't comment on trading dynamics, short interest, or potential market activity in our stock.

Our focus remains on executing on our strategy and building long-term shareholder value via Solana-per-share accretion. Thank you.

Thanks, John. Next question: Could you provide guidance on your capital raising and token acquisition roadmap for the rest of Q4 and early 2026?

Also in your view, what is riskier: borrowing to acquire Solana and creating a liquidation point that could be hunted, or diluting control and profits via equity? I can take that one.

It's an interesting question. I'll actually take this one in reverse order over here because we often get asked the question about what's the right leverage level for this type of business both in the short term and the long term.

What I tell people is to focus less on the absolute levels of leverage at any given point in time, though we have indicated that we want to be roughly around the 30% level over the long term, but really the structure of that debt is what ultimately matters, right? If you look at our capital structure, for example, the convertible notes that we have in our cap stack are five-year duration unsecured notes, right?

In theory, you should structure any debt that you're going to take on to be able to survive a prolonged bear market. Of course crypto has historically operated in four-year cycles, we feel much more comfortable with, say, a larger amount of debt with a five-year duration than, say, even a smaller amount of debt with a much shorter duration.

Again, this is all very specific. We do, of course, have some SOL-denominated loans that we've taken out as well, but because it's collateralized by SOL, you take on no pricing risk and there have been some really unique, I'm going to say, NIM arbitrage strategies that we've taken advantage of using those short-term SOL-denominated loans.

Again, those structures don't have the risk where, if you get a massive liquidation event or SOL is suddenly down 70%, 75% where our treasury is getting drawn down, there's no risk of being subject to the price action there. As far as token acquisition roadmap for the rest of Q4, early 2026, we don't comment on the specific cadences of buys or what it is that we have outlined on a quarterly basis.

We did maintain our guidance for 0.165 SOL per share by June of next year. That does more or less assume the same cadence on average of monthly capital raises.

It doesn't assume any benefit from Treasury Accelerator, and that's probably all we can comment on a forward-looking basis. Again, just because we don't want to get into the I'm going to say minutiae and detail of disclosing on a quarterly basis exactly how much we intend to buy.

All right, next question: Are you planning a buyback as your stock price has gone down significantly? Parker, you want to comment on our share repurchase program here?

We do have a $100 million program in place that we can utilize. Our North Star metric, of course, is SOL-per-share growth.

If the stock is trading at a discount to our net asset value, then it's actually the easiest way to grow SOL per share. We simply sell some SOL and buy back the stock.

We could sell, for example, revenue SOL coming in. As we're always organically growing the balance sheet, we could sell off some of that to buy shares back.

We could, in theory, sell principal SOL if the discount got steep enough, although that's kind of a last resort. We've talked about the preferred equity raise, we'll have a bunch of cash, assuming that closes, coming in that we can use for a variety of purposes, potentially including buybacks.

However, we want to maximize the value from any buybacks that we implement, and so we won't broadcast to the market, "All right, guys, we're doing a buyback over the next three days. Please go buy shares in front of us.

We want to maximize the value for our own shareholders." We have a policy not to announce that we've done buybacks until after the fact, potentially as late as the following quarter, which is the requirement to do so, just because we want to basically utilize any discounts that the market is giving us to grow SOL per share for our long-term shareholders.

Ultimately, we ourselves are pretty substantial shareholders. Collectively, the management team owns 20%, 25% of stock, and so we're here for the long term.

Anybody that's along for the ride with us, we want to support, and we want to grow SOL per share over multiple crypto cycles, multiple decades. We're going to support those shareholders and be very tactful and discreet when we do buybacks to maximize the value for those long-term shareholders.

Thanks, Parker. Next question: 143% of DFDV's public float is currently shorted.

Can we get a statement from the team that collectively controls about 25% of all public shares that none of those shares are being lent out and potentially contributing to the massive short positions? John, you want to take that one again?

Yeah. Do want to clarify, management and insiders do not and, in fact, cannot lend out our shares.

Shares that are held by company officers, directors, and other insiders are subject to brokerage restrictions and insider compliance controls. These things prohibit participation in security lending programs, i.e., shorting.

Therefore, no management or insider shares are being lent out or contributing to any short positions.

Thanks, John. Next question: I've heard the team say that they are here for the long haul, not just a couple of years.

Given that longer time frame, is it reasonable for investors to assume that DFDV is aiming to grow their SOL per share past one well into the 2030s? Do you foresee two or three SOL per share being on the longer-term roadmap?

I'll take that one. This is obviously referencing our longer-term SOL-per-share target of 1.0 SOL per share by December 2028.

We have not guided past December 2028 and given a longer-term guidance beyond that, but needless to say, I think given the ambitions of the team, it's reasonable to assume that we want SOL per share every year to grow, right? Every year that we operate, that metric should be going up.

The intent is not to stop it once we hit some longer-term or medium-term target. We don't have specifics to comment on, but you can imagine in that scenario our absolute SOL balance, if we hit that one SOL per share target, would be substantially higher, again, depending on your, I'm going to say, share dilution assumptions there, but either way it should be substantially higher.

That gives us a lot of unique things that we can do to keep driving the organic flywheel. We really become a key player in the ecosystem at that magnitude, a substantial liquidity provider, a key player in the network.

That's probably as much as we can comment as far as our longer-term ambitions once we hit that one SOL per share target. We won't comment on when we intend to hit two or three or 10 SOL per share, but I do love the numbers and the spirit of the question.

Couple more retail questions here, then we'll pivot to the sell side. How often do opportunities come up to purchase locked SOL?

Why don't you wait for most of your purchases of SOL to be centered around purchasing locked SOL? Is there a reason why not to only purchase locked SOL at a discount, and does locked SOL have the same utility as unlocked SOL?

Parker, you want to comment on that?

The opportunities to purchase locked SOL, candidly, they typically occur when the market is going up. You've got some of these funds that bought from the FTX estate back in the depths of last bear market, and they seem to want to exit at prices that are, let's call above $200.

However, you can always buy locked SOL at a price, right? If you offer a low enough discount, then people will come out of the woodwork to sell it to you.

That's a little bit about the opportunities. Why not wait?

We can always swap locked SOL for liquid SOL, and sometimes when you see us announce purchases where the price is well below the average market price over that period, our purchase price, that is, that's typically because we are swapping some of our liquid SOL for locked SOL at a discount. We can simply buy liquid SOL immediately, it's always on sale, it's always out there, and then when a good price comes along to buy locked SOL, we can kind of flip into that locked SOL and realize that spread there.

Next question: The reason to not only purchase locked SOL is there's a couple of reasons. One is the utility, the ability to use unlocked SOL in DeFi to accomplish kind of our on-chain goals and purposes.

The other one is simply diversification. We don't think there's really much risk with the locked SOL, but it is all stuck with a single custodian, with BitGo.

There is some custodial risk, and we do want to spread around the balance sheet in case, God forbid, something were to happen to BitGo. There's a little bit of a risk management angle there.

Then the last one simply is we want flexibility. If for some reason we do ever need to sell SOL or we want to sell some of the yield that we're generating to do things like buy back the stock, we want to have some of that liquid SOL available to utilize however we see fit.

That answers that question. The last question here about locked SOL having the same utility, I kind of already answered that.

The answer is no, it does not have the same utility. It kind of just sits there.

It's staked to a variety of validators that are contractually bound to that block of locked SOL, and so we do have much less flexibility with the locked SOL.

Thanks, Parker. Next question: Why a warrant dividend instead of a cash dividend?

What is the intended use of proceeds if warrants are fully exercised? Parker, you want to maybe provide a little context on what we did recently with the warrant dividend and why we chose that versus cash?

For anyone that doesn't know, we issued a warrant dividend. To all shareholders on the record date, I forget the exact date, back in October, but to all shareholders, we gave warrants.

It was a 1 to 10, if you had 10 shares, you got one warrant. This gave shareholders the right to buy shares of DFDV at $22.50 between now and January of 2028.

It's got a pretty big time horizon there. A lot of shareholders have asked us about dividends and wanting to see some value in addition to just the price movement on the stock and the SOL-per-share growth and the underlying kind of factors.

We wanted to pay out this dividend, but if we were to pay out a cash dividend, we would simply be taking Solana from our balance sheet, selling it, and giving it out to investors, which would lower our SOL-per-share growth and also it would generate an immediate tax. A lot of investors actually don't like holding dividend stocks because they immediately have to pay individual income taxes and then turn around if they want and reinvest.

They actually, at that point, have less of a claim to Solana, if you will, or pseudo claim to Solana than if you'd just been holding the stock. With the warrant dividend, there's actually no taxes due upfront.

If you simply hold the warrant and they end up expiring worthless, then no extra taxes. Nothing happened, you just had this opportunity.

However, if you decide to sell the warrant or exercise the warrant, then that value is realized, and there'll be a tax piece on that. Ultimately what we were doing is rather than giving our investors cash, we were giving our investors volatility.

What a warrant, essentially we gave away a call option, allows investors to do is participate in the upside with us. If the stock goes up significantly, the value of the warrant will go up, and at some point, if it comes in the money, then the warrant has real economic value and can be exercised for let's say the stock's at $25, the warrant's at $22.50, you could exercise and you've got stock at a $2.50 discount.

By giving out this warrant, we allowed our shareholders to all participate in our upside in a greater fashion than just holding the stock. Now the other beauty of the warrant is it actually, if it were to be exercised, would bring cash into the business, whereas a traditional dividend would mean cash going out.

If and when the warrants are exercised, that cash comes into the business, we've got more cash, we can, in most scenarios we'd be buying more SOL, maybe we could use it to buy back stock as well, lots of other things we could do with it. Again, the primary use case would be acquiring more Solana.

It does ultimately just mean more cash coming into the business. Bunch of reasons to do this, bunch of reasons we thought this made sense, and who knows?

Maybe we'll do it again in the future.

All right, last question from retail, then we'll pivot over to the sell side: Has management considered perpetual preferred stock, like STRIKE or STRF, as a less dilutive alternative to the equity line and convertible notes for funding SOL acquisitions, potentially reducing short seller exploitation of share count increases? I'm happy to take this one.

We actually did recently not just file for a preferred equity offering, but announced that we're intending to raise approximately $65 million worth of Series C perpetual preferred. The structure will more or less resemble or be akin or comparable to MSTR's STRK, but I do want to take a step back and comment on why I think preferred equity in general makes sense for DFDV's business.

There's obviously been, I'm going to say, a lot of interest and hype around preferred equity given what Michael Saylor has done year to date, but for all of the innovation behind those structures, MSTR's business is more or less hampered by the fact that they can only meet the dividend or interest payments via ATM issuance or external capital issuances, right? Our business is not subject to that same constraint.

By virtue of being able to optimize Solana's native yield and generating 10% average organic yield, we actually have a differentiated avenue to meet our dividend and interest payments on a preferred equity structure. The way I've been describing this to investors is you can almost think of DFDV as a SOL refinery, right, to use a similar metaphor that Michael Saylor has used before, which is to say you take this digital commodity, SOL, and you harness it into different flavors of SOL volatility across the capital structure.

If you wanted, I'm going to say, max leverage or amplified volatility and price profile on SOL, you might trade the DFDV common or the DFDV options. If you wanted something that was substantially lower volatility relative to SOL itself, but has some downside protection and maybe a predictable coupon, our convertible structures sort of fit that bill.

Then somewhere in the middle would be a preferred equity offering where the principal never comes due, you get a higher coupon relative to the senior debt in our capital structure, but given the convertibility feature, still some upside as it relates to upward price movement in SOL and upward price movement in our common equity as well. That's roughly how we think about the, I'm going to say, different flavors of volatility that we're able to offer on SOL.

Again, we think our business is really uniquely positioned given our not just 10% average organic yield, but really industry-leading yield among all DATs, to pursue a preferred equity offering. It feels very compelling.

Pivoting to the sell side. First question is from George Sutton over at Craig-Hallum, and this one will be for you, Parker: In the context of DFDV's Treasury Accelerator, can you talk about what advantages you see for foreign DATs as it relates to either different regulations, the different investor base overseas, potentially less competition, and just overall market demand, and why foreign DATs are appealing?

George kind of touched on all the major reasons why we might want to do a foreign DAT. On the regulatory side, foreign investors, you can imagine say an investor in Japan investing in US companies have a different tax regime than investing in local companies.

This applies to almost every foreign investor investing in US companies. Taxes right there, one particular advantage.

The second one, and this is unique especially to Japan, is a difference in regulation between crypto and stocks. In Japan today, crypto is taxed at I believe it's somewhere around 50% for capital gains versus equities taxed at a much lower rate.

This has been a key driver behind Metaplanet's success is that there's this tax arbitrage. You can buy a stock that holds Bitcoin or you can just buy Bitcoin, and the tax difference is massive.

There's potential regulatory kind of arbitrage-type opportunities in certain countries as well. Additionally, George talked about the investor base here.

Yes, every country has their own investor base, and sure, they can invest in the US entity, but we think a local team speaking the local language, doing local marketing, all of those things would be more appealing to those investors than investing internationally. Lastly, and maybe most importantly, is in all of these geographies, when we launch, we plan to be the very first Solana treasury vehicle in the entire country.

By being the first into these markets, we can kind of recreate, or we believe we can recreate, that kind of initial magic that we had with DFDV and hopefully develop such a lead in some of these markets that competitors don't attempt to join as well. The goal is to be the leading and hopefully the only Solana vehicle in each of these countries, and by having the same brand, the DFDV brand, it will reinforce every new launch because there's this kind of tried-and-true approach, tried-and-true framework, brand, everything around the table, and so investors know from day one exactly what they're getting versus a new vehicle, there's kind of this period of figuring things out for investors.

That's kind of the idea behind Treasury Accelerator and why we're very excited about it.

Thanks, Parker. Still another TA question.

I can take this one: What structure of investments are most appealing to you guys? Will you look for more opportunities similar to ZeroStack where you can directly deploy Solana and get both equity and debt, or are you more focused on pure equity stakes?

My commentary here is that it's really dependent on the team, the structure, the token, the region, right? No two deals are going to look exactly the same.

As far as the services that we offer, that can really vary as well, right? We have often talked about this and Joseph has talked about this program in some ways almost like an à la carte program, right?

Depending on our level of involvement and, of course, the risk profile of the underlying token, if it's not SOL, we may structure for a lot of equity and a lot of, call it, AUM percentage or substantially all the delegation to our validators and things like that, or maybe a bit less so, right? It's again just very, very dependent.

I'll say that probably the single biggest factor in determining how we're going to structure this is going to be the team that we're backing, right? We would much rather have a, let's say, very killer team in a difficult market than a subpar team in an excellent market, right, because the execution on this matters a lot.

We need to make sure that the teams are very disciplined, not just in, call it, shilling the token on a day-to-day basis and being on socials, but actually in the execution of operations. We need to make sure they're very locally connected and locally aware of the market that they're operating in, etc.

I think that probably gives you a little bit of color on some of the things that we consider when we're structuring the, I'm going to say, exact equity stakes and whether we're going to do a SOL-denominated convert versus a pure cash injection. Parker, anything you'd add?

I think that's great.

Cool. All right, last one on TA: Can you talk a little bit more about the services agreements and how the economics actually help you grow SOL per share?

Parker?

Yeah. Plain and simple, these services agreements amount to cash coming in the door every month, every quarter, every year, depending on the payment schedule, and we can take that cash and turn around and buy more SOL.

Doesn't cost us anything, costs us our time and our efforts, but as long as we are making more than the operational overhead to execute on the services agreement, then it's simply revenue coming into the business just like any other source of revenue, and we can use it to accumulate more Solana.

All right, this next question comes from Brett and Gareth over at Cantor: We were excited to see your proposed Series C cumulative perpetual preferred. Can you talk about how this structure compares to other methods of fundraising that you have done?

I touched on this one a little bit earlier, but I do want to emphasize one big key difference on this, which is when you consider the concept of intelligent leverage, as it's so called in the DAT space, the beauty of doing this preferred equity issuance is that the principal never comes due. Again, in our case, we have a 10% average organic yield that helps us meet our obligations, and when you think about our North Star, SOL per share, and the ability to deploy any proceeds from a perpetual preferred fundraise into Solana itself, it is purely SOL-per-share accretive, right?

That is a pretty powerful, I'm going to say, structure for us to lean into. Of course, our hope is that this one is well received.

We obviously have to get it across the finish line, and if it is, you can imagine that we are going to potentially consider more preferred structures in the future. All right, next one also from Cantor.

This one will be for you, Parker: Your dfdvSOL liquid staking token provides a unique opportunity to amplify DeFi yield on Solana holdings. Can you explain how you're driving additional adoption of dfdvSOL and how an increase in its usage could benefit your validator revenue?

For those who maybe are less familiar, the dfdvSOL liquid staking token essentially creates a liquid version of stake pointed at our validators. It allows us to take what's normally locked up, which is stake, and go use it across DeFi.

We, of course, on our validators charge fees, pretty low fees, but there's fees nonetheless, and we of course are charging ourselves those fees, it all flows back to the same place, but others can also use the dfdvSOL token, LST, and if you go look at it on any of the ranking websites, go check it out on Sanctum, it is one of the highest-yielding LSTs out there. We do have, if you look at it, there are, I believe I checked yesterday on Sanctum, there's 155 unique holders of our LST.

Not massive, but it's certainly not just us using it, and we do have people reaching out from time to time wanting to use it more. In many ways, our LST does outperform pretty much all other multi-validator LSTs because multi-validator LSTs like Jito or Marinade have switching costs underneath, or rebalancing costs is another way to put it.

The way to maximize yield on an LST is to stake to a single-validator LST because you don't have that rebalance piece. The problem with that is you are fully trusting that validator operator.

They go down, then your opportunity cost is the entire staking yield. We believe for us, we have a compelling kind of trust rationale there where people can trust that our validators stay online, are highly performant, aren't going to have problems given our public company status and our visibility.

We do have third parties that are staking to us because we are, again, higher performing than any of the multi-validator LSTs out there like Jito or Marinade. The way to increase usage is simply marketing that.

We've done some level of marketing, there's certainly more that we can do, and as we continue to get dfdvSOL added to more platforms as a collateral asset, as a trading pair, as we continue to expand the use cases for dfdvSOL, we will lean more heavily into marketing, trying to drive additional third-party stake, which, as we've said over and over and over again, does ultimately result in more revenue for us, which is more SOL and more SOL-per-share growth. This is another opportunity that we have to grow SOL per share organically.

Last question, again from Craig-Hallum this time: How quickly do you expect consolidation amongst the DATs? Do you expect to be a consolidator?

I'll take this one. This is my view, which is that there will be fewer SOL DATs in a few years, particularly in the US, versus the number that you see today.

We really can't comment on anything as it relates to M&A, but I'd keep in mind that a lot of teams do have fairly complicated cap structures, warrant overhangs, asset management agreements, things like that. I mention this just because I don't think it's as simple as a drag-right model where you mesh two teams together and you have the right mNAVs and boom, all of a sudden, the entity just forms.

You really do need the right, what would I call it, mNAV spreads accordingly. You would need the right exchange ratios, right, for a deal to make sense for both parties.

The dynamics between the teams obviously matter a lot. I would also say, the topic of consolidation is not exclusive to SOL DATs, right?

We would expect to see consolidation probably on a wider level. You could expect to see some of the BTC DATs likely get consolidated, we've already started to see some of that, right, but it wouldn't surprise me to start to see some cross-pollination among DATs in the space more generally.

Beyond that, not much more I'm going to say. We do have an investing/life-related question from George at Craig-Hallum, which is: Can Solana Jesus save me from my investing sins?

I really wish Joseph were on the call right now, because

I guess we have to ask Joseph.

I'll just say Joseph makes fun of me all the time for whenever I have paper hands, he's the first one to taunt me for it and tell me I'm going to be poor forever, so, yeah, not sure if he'll be able to help you, George. All right, in closing, thank you for joining us on our 3Q earnings interview.

Since we won't be doing one of these before the end of the year, we wish you all a fantastic close to 2025. We hope to see some or all of you guys at Breakpoint in a few weeks here in December.

As always, please don't hesitate to reach out. Our management team is always willing to chat with shareholders, and with that, in service of SOL-per-share growth, we'll see you guys next quarter.

Take care.