Sec Form 4 Filing - Onorati Joseph Mario @ DeFi Development Corp. - 2025-10-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Onorati Joseph Mario
2. Issuer Name and Ticker or Trading Symbol
DeFi Development Corp. [ DFDV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Chairman
(Last) (First) (Middle)
6041 CONGRESS AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2025
(Street)
BOCA RATON, FL33487
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/21/2025 J 271,043 ( 1 ) A $ 4.96 271,043 I By SolSync Solutions Partnership ( 2 )
Common Stock 2,216,137 ( 3 ) I By 3277447 Nova Scotia Ltd ( 4 )
Series A Preferred Stock 4,500 I By 3277447 Nova Scotia Ltd ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to buy) $ 22.5 10/27/2025 J 221,613 ( 5 ) 11/16/2025 01/21/2028 Common Stock 221,613 $ 0 221,613 I By 3277447 Nova Scotia Ltd ( 4 )
Warrant (Right to buy) $ 22.5 11/21/2025 J 27,104 ( 6 ) 11/16/2025 01/21/2028 Common Stock 27,104 $ 0 27,104 I By SolSync Solutions Partnership ( 2 )
Stock Option (Right to buy) $ 3.91 04/09/2026( 7 ) 04/09/2035 Common Stock 301,980 301,980 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Onorati Joseph Mario
6041 CONGRESS AVENUE, SUITE 250
BOCA RATON, FL33487
X X CEO & Chairman
Signatures
/s/ Joseph Mario Onorati 11/25/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the transfer of beneficial ownership in shares held by SolSync Solutions Partnership, an Alaska general partnership, through transfer of partnership units to Defi International Holding LLC, of which Joseph Onorati is manager, in connection with repayment of a loan.
( 2 )Parker White and Joseph Onorati are partners of SolSync Solutions Partnership, an Alaska general partnership. Parker White is the general partner and maintains voting and dispositive control over the reported shares.
( 3 )Reflects a 7-for-1 forward stock split effective on May 21, 2025.
( 4 )Mr. Onorati is the control person as director and president of 3277447 Nova Scotia Ltd and may be deemed to control 3277447 Nova Scotia Ltd.
( 5 )On October 8, 2025, DFDV declared a warrant dividend of warrants to purchase common stock in the amount of 1 warrant for each 10 shares of common stock held by each shareholder of record on October 23, 2025. The warrants were distributed on or around October 27, 2025. As a result, the reporting person received 221,613 warrants to purchase DFDV common stock.
( 6 )Represents the transfer of beneficial ownership in warrants to purchase common stock held by SolSync Solutions Partnership, an Alaska general partnership, through transfer of partnership units to Defi International Holding LLC, of which Joseph Onorati is manager, in connection with repayment of a loan.
( 7 )The date shown is the first date exercisable. One-fourth (1/4th) of the total number of shares subject to the Option shall vest on the first anniversary of the grant date, and thereafter one-thirty-sixth (1/36th) shall vest on the same date of the month applicable to the first vesting date on each of the thirty-six (36) months that occur after the date shown, such that 100% of the shares subject to the Option will be vested on the four (4) year anniversary of the grant date, subject to the reporting person's continued service through each applicable vesting date.

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