DeFi Development Corp.DFDV财报

ITEM 1. BUSINESS. OVERVIEW DeFi Development Corp. ("we," "our," "DeFi Dev," "us," or the "Company") is a publicly traded company focused on building and managing a digital asset treasury strategy centered on the Solana blockchain ecosystem.

We also provide an artificial intelligence (“AI”) 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. During 2025, we pivoted our primary business strategy to the acquisition, long-term holding, and active management of Solana ("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, and actively supporting the Solana ecosystem. We also operate and manage Solana validators and delegate our digital asset holdings with external validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.

We consider these our two operating segments: • Digital Asset Treasury : focuses on executing and managing our treasury strategy. Also includes our owned and managed SOL validators. This segment continuously evaluates capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support the digital asset treasury strategy.

The primary objective is to expand exposure to the Solana ecosystem over the long term. • Real Estate Platform : operates 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.

RECENT BUSINESS DEVELOPMENTS CHANGE OF CONTROL We were originally formed as a limited liability company, Janover Ventures, LLC, on November 28, 2018, in the State of Florida and converted to a corporation as Janover Inc., incorporated in the State of Delaware on March 9, 2021. 1 Table of Contents On April 4, 2025, Blake Janover, then Chief Executive Officer and Chairman of DeFi Development Corp.

(formerly Janover Inc.), entered into a Stock Purchase Agreement (“Purchase Agreement”) with DeFi Dev LLC, a Delaware limited liability company, and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”) to sell 5,100,424 shares of common stock of the Company (“Common Stock”), with each share of common stock entitled to one vote per share and representing approximately 51.0% of the Company’s issued and outstanding shares of Common Stock, and 10,000 shares of Series A preferred stock of the Company, with each share of Series A preferred stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the holders of Common Stock, unless otherwise prohibited by law.

DeFi Dev LLC and NS Corp were previously unaffiliated parties to the Company. The transactions under the Purchase Agreement constituted a change in control of the Company. On April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.”.

Additionally, in April 2025, our board of directors adopted a new treasury policy, which updated our treasury management to include digital assets. DIGITAL ASSET STRATEGY In April 2025, we implemented a digital asset treasury strategy in accordance with our updated treasury policy to diversify our treasury holdings through the acquisition and management of digital assets.

Our initial focus under this strategy is to accumulate and hold SOL, the native token of the Solana Network. We acquire SOL with cash on hand and from issuing debt or equity securities through capital raises, subject to market conditions.

We do not currently maintain a specific target for the amount or type of digital assets we intend to acquire or hold, and we do not presently have plans to acquire a significant amount of any cryptocurrency other than SOL and SOL-related digital assets.

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 the network offers. Solana Network and SOL Solana is a decentralized open-source Layer-1 blockchain optimized for speed, cost-efficiency, and scalability.

No single entity owns or operates the network, which is maintained by the decentralized user base. It is an integrated, high-performance global network that enables fast, secure, and low-cost digital transactions.

The network enables users to instantly send money globally through Solana Pay, trade digital assets, utilize smart contracts, and buy or sell fungible and non-fungible tokens at a fraction of a cent in fees. The Solana Network was developed to solve scalability and transaction speed issues experienced with traditional blockchains by using an innovative blockchain architecture.

This architecture combines Proof-of-History (“PoH”) with Proof-of-Stake (“PoS”) to reduce the time and overhead required for validators to reach consensus on transaction order. PoH is a digital timestamp mechanism that enables the network to track the time and order of transactions. PoH provides faster transaction processing speeds and larger transaction capacity than other blockchain networks like Bitcoin and Ethereum.

PoS is used to incentivize SOL holders to validate transactions through staking. Users of the network initiate transactions that are timestamped, verified by validators and recorded on the blockchain ledger for a low transaction fee. Transaction fees include base fees and priority fees. Each transaction includes a base fee, which is a fixed charge used to compensate validators.

Users of the Solana Network may also pay an optional priority fee to expedite transaction validation during periods of increased network activity. All transaction fees are paid with the network’s native token, SOL, and a portion of each fee is permanently destroyed.

The native token is also used in staking, for participation in the network’s governance, and as payment to validators for securing the network and processing transactions. The Solana Protocol was initially developed by Anatoly Yakovenko in a 2017 whitepaper with the first mainnet launched in March 2020.

Development of the Solana Network is overseen by the Solana Foundation (the “Foundation”), a non-profit organization based in Switzerland, and Solana Labs, Inc. (“Solana Labs”), a Delaware corporation, which administered the initial launch of the network and token distribution.

Although the Foundation and Solana Labs have some influence over the developmental direction of the Solana Network, changes to the protocol must be accepted by validators that collectively represent a supermajority (two-thirds) of the cumulative validations on the Solana blockchain. 2 Table of Contents Proof-of-Stake As previously mentioned, the Solana Network utilizes a PoS consensus mechanism, which enables SOL token holders to earn rewards by participating in securing the network through a validation process commonly known as staking.

Staking is performed by network node operators, known as validators, to ensure that transactions are verified and properly recorded on the blockchain network. In order to become a validator, each node operator must meet certain hardware and technical requirements, install Solana Network software protocols, and delegate SOL onto the validator.

Validators are rewarded with newly minted SOL for staking on the Solana Network. The amount of rewards received varies and is based on the Solana Network’s annual inflationary rate of 4.2%, validator performance, and total SOL staked to the validator as compared to the total Solana Network.

Generally, the greater the amount of SOL delegated, the higher the probability of being selected to validate transactions and earn rewards. To increase the probability of being selected, validators will offer staking services to institutions and individuals through crypto exchange platforms, such as Coinbase, and partnerships for a commission.

The Solana Network was created with economic incentives in place to discourage malicious behavior. While programmatic slashing, as implemented in other networks such as Ethereum, is not currently active on Solana, it may be introduced in the future.

Currently, slashing on the Solana Network is determined through social consensus in response to network halts caused by validator misconduct or “safety violations.” Staking is widely used as an alternative to proof-of-work (“PoW”) mining and is generally viewed as more energy-efficient and accessible, as it does not require specialized hardware or high electricity consumption.

Instead, staking leverages ownership of digital assets to help secure the network and validate transactions. Solana Tokeneconomics The Solana Network protocol follows a declining inflationary model to reward validators. At network launch, the inflationary rate was approximately 8.0%.

That rate declines by 15% each epoch-year, approximately 180 epochs (generally 365 calendar days), until it reaches a long-term terminal rate of 1.5%. As of December 31, 2025, Solana’s inflationary rate was approximately 4.2%. In addition to inflationary rewards, validator and delegator income includes transaction fees, priority fees, and maximal extractable value (“MEV”) captured by the network.

Solana Supply The Solana Network launched with a circulating supply of 8.0 million SOL tokens, which has grown to 567.4 million SOL tokens as of December 31, 2025. SOL does not have a fixed maximum supply, with new SOL tokens introduced primarily through inflationary rewards distributed to validators and delegators.

However, the Solana Protocol features a burn mechanism where a portion of all transaction fees is permanently destroyed, creating the potential for the network to become deflationary with sufficient usage. As of December 31, 2025, SOL had a market capitalization, according to Coinbase, of over $70.0 billion and an average daily trading volume of approximately $5.6 billion in 2025.

Solana Price The price of SOL has historically been highly volatile and will likely continue to be volatile. SOL’s price may fluctuate significantly in a short period of time.

The price of SOL is impacted by, but not limited to, the usage levels on the Solana Network, market speculation of SOL and the cryptoeconomy, and investment and trading activities of large investors that invest directly or indirectly in SOL.

The price of SOL is also affected by interruptions in service from, closures or failures of major digital asset exchange platforms, such as FTX. The price of SOL may be adversely impacted by changes to the regulatory environment. We do not currently hedge our exposure to SOL price fluctuations, but may do so in the future.

Solana Use Cases Solana Pay. Enables users to instantly send money globally. Solana Pay is an open-source protocol built on the Solana blockchain — anyone can build on or transact with Solana Pay. Per Solana’s website, as of December 31, 2025, Solana Pay had $695.0 million USDC in circulation on the network and over 280.0 thousand active daily accounts.

Decentralized Exchanges (“DEXs"). Enables users to trade digital assets through decentralized exchanges built on the Solana Network, such as Orca and Raydium. As of December 31, 2025, the average daily DEX volume was approximately $4.0 billion. 3 Table of Contents Smart Contracts. Enable users through platforms such as Jupiter and Kamino, to enter into lending, borrowing, and staking transactions.

As of December 31, 2025, Jupiter was the current leader in total locked value on the Solana Network at $2.1 billion. Fungible and Non-fungible Tokens (“NFTs”). Infrastructures built on the Solana Network, such as Metaplex, enable users to create, sell, and manage NFTs on the Solana blockchain.

The Solana Network enables users to buy and sell fungible tokens that are integrated into the network, such as Circle’s USDC and Tether’s USDT. As of December 31, 2025, the current average daily NFT volume was approximately $0.7 million, and stablecoins had a market capitalization of approximately $14.9 billion. Agentic AI Applications.

Solana is emerging as a preferred settlement layer for autonomous AI agents due to its high throughput, sub-second finality, and ultra-low transaction costs, enabling seamless machine-to-machine payments, DeFi interactions, and onchain economic coordination at scale.

As agentic AI ecosystems grow—facilitating tasks like automated trading, data verification, and cross-protocol orchestration—structural demand for SOL is expected to increase significantly as agents require frequent, efficient blockchain access. Research from DeFi Development Corp. estimates a base-case scenario of $27.0 billion in SOL demand driven solely by agentic finance applications in the coming years.

ITEM 1A. RISK FACTORS. Our financial results and the market price of our Common Stock may be affected by the prices of digital assets that we hold.

As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SOL and other digital assets. The price of digital assets has historically been subject to dramatic price fluctuations and is highly volatile.

Moreover, digital assets, such as SOL, are relatively novel and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that new legislation, or change in regulatory interpretation of existing law, may adversely affect the liquidity or value of digital assets.

Any decrease in the fair value of digital assets below our carrying value for such assets currently would require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings.

Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our Common Stock.

In addition, the application of generally accepted accounting principles in the United States, with respect to digital assets, may change in the future and could have a material adverse effect on our financial results and the market price of our Common Stock.

In addition, if investors view the value of our Common Stock as dependent upon or linked to the value or change in the value of our digital asset holdings, the price of digital assets may significantly influence the market price of our Common Stock. 9 Table of Contents The price of our Common Stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our Common Stock.

Our stock price has been and is likely to continue to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. With the adoption of our new SOL treasury strategy, we expect to see additional volatility.

As a result of this volatility, you may not be able to sell your Common Stock.

The market price for our Common Stock may be influenced by many factors, including: • our digital asset treasury strategy; • the Solana developer community and whether people continue to engage in building; • the recruitment or departure of key personnel within the Solana ecosystem; • downtime and congestion of the Solana Network; • changes in staking rewards or validator incentives in the Solana ecosystem; • the success of competitive products to SOL, alternative services or technologies in the blockchain and technology community; • regulatory or legal developments in the United States and other countries related to digital assets, blockchain and AI; • variations in our financial results or those of companies that are perceived to be similar to us that also have a SOL treasury strategy; • the inclusion, exclusion or deletion of our Common Stock from any trading indices; • issuance of new or updated research or reports by securities analysts; • sales of our Common Stock and other securities by us or our stockholders; • general economic, industry and market conditions in the cryptocurrency industry and broader macroeconomic trends related to the digital asset industry; and • the other factors described in this ‘‘Risk Factors’’ section and in the “ Risk Factors ” section of our other SEC filings.

Our management may invest or otherwise use the proceeds of any offering by the Company in ways with which you may not agree or in ways that may not yield a return.

Our management will have broad discretion in the application of the net proceeds from any offering by the Company and could use the proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock.

The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our Common Stock to decline and delay the development of additional products and services or our pursuit of our new SOL strategy.

Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income or that loses value. We will not receive any proceeds from sales by the Selling Stockholders.

Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. We are also subject to the credit risk of custodians.

Historically, crypto markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in their entirely electronic, virtual form and decentralized network.

During times of market instability, we may not be able to sell our digital asset holdings at favorable prices or at all. Further, we maintain substantially all of our proprietary digital asset holdings with centralized custodians and transact with trade execution partners.

These entities do not have the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation. For example, U.S. banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor in the case of the bank’s insolvency.

U.S. broker-dealers are covered by the Securities Investor Protection Corporation (“SIPC”), which ensures recovery of the securities by the depositor. In contrast, cryptocurrency custodians do not offer such protections. If a custodian were to become insolvent, it is possible that we would face delays or difficulties obtaining our digital assets.

Moreover, there have been a number of instances in which custodians have used 10 Table of Contents customer funds to fund their own operations.

If that were the case with our custodian and the custodian were to become insolvent and file for bankruptcy, we may not be able to obtain all of the digital assets that we had deposited with the custodian.

Even if we were to obtain our digital assets, it may require a considerable amount of time and expense, which could adversely impact our financial stability.

Apart from the risk of insolvency of the custodian, there is also a risk of custodians freezing withdrawals, typically in connection with a security incident, regulatory compliance or technical issues, and may be unresponsive to customers attempting to retrieve their funds.

In such events, it may be difficult to reach a representative to assist with unfreezing assets and we may not be able to sell or use our digital assets. Additionally, the secondary market for borrowing against digital assets is not well developed.

We may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital assets, especially during times of market instability or when the price of digital assets has declined significantly.

If we are unable to sell our digital assets, enter into additional capital raising transactions using digital assets as collateral, or otherwise generate funds using our digital assets or if we are forced to sell our digital assets at a significant loss in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

As SOL and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of digital assets.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of digital assets or the ability of individuals or institutions such as us to own or transfer digital assets. There are currently bills introduced into the U.S.

Congress that, if they pass, may provide clarity on the market structure of whether digital assets are securities or commodities.

If digital assets or related activities, such as staking arrangements, are determined to constitute investment contracts, and therefore securities, for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of digital assets and, in turn, adversely affect the market price of our Common Stock.

Our SOL treasury strategy could create complications with external service providers, such as insurance companies, banking entities and auditors, which could have a materially adverse impact on our business. Our SOL treasury strategy could create complications with external service providers that may place a high risk on companies engaging in such a treasury strategy.

For example, in 2023, the Office of the Comptroller of the Currency, the Federal Reserve and the FDIC issued supervisory statements that digital assets were a “significant risk” to banking organizations.

Similarly, external service providers began placing a high degree of risk on digital asset companies, including third-party providers such as insurance companies, banking entities, auditors, payment processors, compliance vendors and public relationship firms.

While the current administration has undertaken a coordinated policy shift across key financial regulatory agencies with respect to regulations of digital assets, the implications of such proposed and future policy changes are uncertain at this time.

ITEM 1C. CYBERSECURITY. RISK MANAGEMENT AND STRATEGY We maintain cybersecurity risk management processes designed to identify, assess and manage material risks from cybersecurity threats to our information systems, digital assets and business operations guided by the ISO/IEC 27001 information security management systems standard. We periodically evaluate and update our security measures as appropriate.

We also consult with external parties on our risk management and strategy. Our cybersecurity risk management processes are integrated into our broader enterprise risk management framework, which is intended to address risks associated with private key management, validator operations and network participation, smart contracts, staking, trading, customer information and risks arising from our reliance on external service providers.

The Company’s cybersecurity risk management processes include, among other things: • the use of external institutional digital asset custodians for the storage of substantially all of our digital assets, rather than self-custody; • contractual arrangements with custodians that include security, compliance and reporting obligations; • internal policies and procedures governing access controls, authentication, and segregation of duties for systems that interface with digital assets or financial reporting; • monitoring of cybersecurity developments and threat environments relevant to digital asset markets and financial systems, and • monitoring of validator uptime, network activity, and system performance to identify anomalies or potential threats We also have a vendor risk assessment process which includes, but is not limited to, due diligence, contractual provisions and ongoing oversight, where appropriate.

However, we do not control cybersecurity practices of external parties, and any failure or breach of such external parties could adversely affect us. Despite these efforts, cybersecurity risks cannot be eliminated, and our processes may not be effective in preventing or detecting all cybersecurity incidents. Refer to “Item 1A.

Risk factors” in this Annual Report for additional information about cybersecurity-related risks. GOVERNANCE Our Board of Directors considers cybersecurity risk as part of its broader risk oversight function and has delegated oversight to the Audit Committee of the Board.

The Audit Committee reviews management’s implementation of our cybersecurity risk program and receives, at least annually, a report from management on our cybersecurity risks. Management will also update the Audit Committee, as needed, regarding any cybersecurity incidents. We do not maintain a designation function or role with the primary responsibility for cybersecurity risk.

Instead, it is a shared responsibility across our entire management team. Management is responsible for implementing and executing our information security strategy and structure, including securing digital assets held on our validators and those held at external custodians and exchanges, securing customer data and monitoring owned and managed validator activity.

Management’s day-to-day responsibilities include, among others, the 17 Table of Contents identification, monitoring and management of cybersecurity risks of our information systems, digital asset custodians and our real estate product platforms. Management also consults with external consultants, as needed, with experience and expertise in cybersecurity risk management strategies, execution and operations with operational technology security and cybersecurity incident response.

CYBERSECURITY INCIDENTS In 2025 and 2024, there were no material cybersecurity incidents on or conducted through our information systems and, as of the date of this Annual Report, we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.

ITEM 2. PROPERTIES. The Company operates under a remote-first business model and does not maintain significant leased or owned real property. Substantially all of our employees perform their duties remotely from various geographical locations.

Our principal executive office is located in Boca Raton, Florida at 6401 Congress Avenue, Suite 250, and serves as our registered corporate address and principal place of business for legal, administrative and regulatory purposes.

We believe that our current facilities and remote infrastructure are adequate to support our operations and that suitable additional space will be available on commercially reasonable terms if required in the future. ITEM 3. LEGAL PROCEEDINGS.

The information set forth under Note 16—Commitments and Contingencies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 18 Table of Contents PART II

DIVIDEND POLICY We have not declared or paid any cash dividends and do not anticipate to do so in the foreseeable future.

STOCK REPURCHASE ACTIVITY The table below summarizes the stock repurchase activity under our stock repurchase program during the three months ended December 31, 2025: (in thousands, except per share amounts) Total Number of Shares Purchased (a) Average Price Paid per Share (b) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs Balance as of September 30, 2025 — $ — — $ 99,995 October 1, 2025 through October 31, 2025 — — — — November 1, 2025 through November 30, 2025 — — — — December 1, 2025 through December 31, 2025 2,049 5.62 2,049 88,474 Balance as of December 31, 2025 2,049 $ 5.62 2,049 $ 88,474 (a) On November 16, 2023, our Board of Directors announced that they had authorized a stock repurchase program that provides for the repurchase of up to $1.0 million of our common stock, with no expiration from the date of authorization.

In September 2025, our Board of Directors authorized an increase to the current stock repurchase program to provide for the repurchase of up to $100.0 million of our common stock. Under this authorization, an initial $10.0 million threshold has been established, and management must obtain Board approval before making any additional repurchases.

Subsequently, on January 8, 2026, the Board of Directors increased the previously mentioned threshold by $15.0 million to $25.0 million. Share repurchases under our stock repurchase program may be made through open market transactions or pursuant to a Rule 10b5-1 trading plan, subject to market conditions. Repurchases will be funded from our working capital or other financing alternatives.

(b) Average price paid per share for open market purchases includes broker commissions. ITEM 6. [RESERVED]

All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.

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. 19 Table of Contents OVERVIEW OUR COMPANY AND OUR BUSINESS 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.

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.

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.

As a result of expanding our treasury strategy we consider these our two operating segments: “Digital Asset Treasury” and the “Real Estate Platform”. 2025 SIGNIFICANT DEVELOPMENTS The following are the more significant developments in our business during 2025: • 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. • 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. • The Board of Directors approved and we adopted a new treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL. • 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. • 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. • We received proceeds from digital asset financing arrangements of $172.0 million and repaid $85.7 million. • On October 27, 2025 the Company issued approximately 3.9 million of warrant dividends. • We repurchased a total of 2.0 million shares of our common stock for $11.5 million under our stock repurchase program. 20 Table of Contents SELECTED C ONSOLIDATED OPERATING RESULTS (in thousands) 2025 2024 $ Change % Change Revenue $ 11,386 $ 2,100 $ 9,286 442.2 % Net loss (gain) on digital assets $ 26,994 $ — $ 26,994 NM Operating expenses (a) $ 20,790 $ 5,103 $ 15,687 307.4 % Operating (loss) income $ (36,398) $ (3,003) $ (33,395) (1,112.1 %) Interest expense $ 8,931 $ — $ 8,931 NM (Loss) gain from derivative instruments $ (19,763) $ — $ (19,763) NM Investment and other (expense) income, net $ (8,687) $ 276 $ (8,963) (3,247.5 %) Income tax (expense) benefit $ (9) $ — $ (9) NM Net (loss) income $ (73,788) $ (2,727) $ (71,061) (2,605.8 %) (a) Excludes net loss (gain) on digital assets.

NM-Amounts are not meaningful. Consolidated Revenue 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.

Consolidated Net Loss (Gain) on Digital Assets 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.

Consolidated Operating Expenses 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.

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.

Consolidated Operating Expenses ($ thousands) Consolidated General & Administrative Expenses ($ thousands) 21 Table of Contents Consolidated Interest Expense 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.

The following graph illustrates the primary components contributing to the change in interest expense in 2025 compared to 2024.

Consolidated Interest Expense ($ thousands) Consolidated (Loss) Gain From Derivative Instruments 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.

Consolidated Investment and Other (Expense) Income, Net 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.

Consolidated Net (Loss) Income 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.

SEGMENT OPERATING RESULTS 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.

DIGITAL ASSET TREASURY 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 22 Table of Contents 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. Our digital asset treasury strategy is primarily funded through various financing transactions including, among others, issuing common stock, and to a lesser extent, cash on hand from our operations.

Management continuously evaluates current market conditions of the overall cryptoeconomy, capital market conditions, and macroeconomic conditions to determine whether to enter into additional financing transactions. Management intends to focus on accumulating digital assets, focusing on SOL, and holding it long-term.

We do not currently maintain a specific target for the amount or type of digital assets we intend to acquire or hold, and we do not presently have plans to acquire a significant amount of any cryptocurrency other than SOL.

From time to time, management may evaluate potential opportunities to acquire or hold other digital assets, which would depend on a variety of factors including but not limited to, market conditions, risk considerations and any necessary approval through our governance process.

Our operating results and financial condition is and will continue to be impacted by price volatility in digital asset markets, specifically SOL, which may cause significant fluctuations from period to period and may not be necessarily indicative of future performance.

In addition, our revenue may vary due to changes in staking reward yields and Solana protocol defined reward structures, including its annual inflationary rate.

(in thousands) 2025 2024 Revenue $ 9,188 $ — Operating expenses: Cost of revenue 221 — Sales and marketing 584 — Research and development 672 — General and administrative 13,088 — Depreciation and amortization 810 — Net loss (gain) on digital assets 26,994 — Total operating expenses $ 42,369 $ — Segment operating (loss) income $ (33,181) $ — Revenue Revenue was $9.2 million in 2025 which was primarily driven by rewards earned from staking our digital asset holdings and to a lesser extent from operating our owned and managed validators.

Operating Expenses General and Administrative General and administrative expenses in 2025 was $13.1 million, which was primarily driven by $5.5 million of professional fees for legal and accounting services and $5.3 million of employee-related costs.

Net Loss (Gain) on Digital Assets Net loss (gain) on digital assets generated in 2025 was $27.0 million, which primarily reflects $36.8 million of impairments driven by liquid staking tokens and losses due to declines in the fair value of SOL relative to the U.S.

These property lenders include traditional banks, credit unions, REITs, debt funds, and other financial 23 Table of Contents 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.

We earn platform revenue from fees charged to our customers that utilize our platform and our capital markets advisor sales team, who will assist in the match between lenders and borrowers.

(in thousands) 2025 2024 $ Change % Change Revenue $ 2,198 $ 2,100 $ 98 4.7 % Operating expenses: Cost of revenue 28 32 (4) (12.5) % Sales and marketing 1,661 1,497 164 11.0 % Research and development 470 655 (185) (28.2) % General and administrative 1,242 2,612 (1,370) (52.5) % Depreciation and amortization 235 307 (72) (23.5) % Loss on the disposition of Janover Pro 1,958 — 1,958 NM (Gain) from changes in fair value of contingent consideration (179) — (179) NM Total operating expenses $ 5,415 $ 5,103 $ 312 6.1 % Segment operating (loss) income $ (3,217) $ (3,003) $ (214) (7.1) % Revenue Real estate revenue increased $98.0 thousand, or 4.7% , in 2025 compared to 2024 primarily due to increased SaaS subscription revenue, partially offset by a decrease in our platform revenue.

SaaS subscription revenue in 2025 was approximately $1.3 million, compared to $480.0 thousand for the same period in the prior year, an increase of 172.2%. We expect our SaaS subscription revenue to decline in fiscal 2026, after the sale of the JPro business unit in September 2025, which represented the majority of our subscription revenue in fiscal 2025.

Operating Expenses Research and Development Research and development expenses decreased $185.0 thousand, or 28.2%, in 2025 compared to 2024 primarily due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro.

General and Administrative General and administrative expenses decreased $1.4 million, or 52.5%, in 2025 compared to 2024 due to a reduction in employee-related costs, related to contractors, resulting from the disposition of JPro. Loss on the Disposition of Janover Pro We incurred a $2.0 million loss in 2025, resulting from the disposition of the assets and liabilities of JPro.

See Note 7—Acquisitions and Dispositions, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion. 24 Table of Contents (Gain) From Changes in Fair Value of Contingent Consideration In 2025, we recognized a gain of $179.0 thousand on contingent consideration related to the Groundbreaker acquisition.

The gain was a result of fair value changes due to lower revenue projects, which determined that the milestones under the terms of the agreement could no longer be achieved.

LIQUIDITY AND CAPITAL RESOURCES (in thousands) 2025 2024 Sources of Liquidity: Cash and cash equivalents $ 5,920 $ 2,517 Marketable securities $ 698 $ 340 Accounts receivable (current and noncurrent) $ 52 $ 237 Obligations: Loans payable $ 107 $ — Digital asset financing arrangements $ 67,521 $ — Long-term debt, net $ 127,361 $ — We rely substantially on access to equity and debt capital markets, digital asset financing arrangements and inflows generated from participation in the Solana ecosystem, including staking rewards, our validator operations and other Solana protocol-level incentives, to fund working capital needs, interest payments related to our convertible notes and other financial obligations.