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DeFi Development Corp. has priced its Variable Rate Series C Perpetual Preferred Stock offering at $9 per share, according to an updated prospectus filed with the U.S. Securities and Exchange Commission.
2.2 Million CHAD Shares Priced at $9 Each
The Solana treasury company plans to sell 2.2 million shares of the preferred security, known as CHAD Stock. The offering would produce $19.8 million in gross proceeds before underwriting commissions and other expenses. R.F. Lafferty & Co. is the sole book-running manager. The underwriter received a 30-day option to acquire another 330,000 shares at the public offering price, minus commissions. Full exercise of that option would increase the offering to 2.53 million shares and produce up to $22.77 million in gross proceeds. The update follows the company's Aug. 31 announcement describing a proposed offering of up to $20 million without disclosing the final share count or offering price.
CHAD Stock Offers 13% Initial Dividend Rate
Each CHAD share has a $10 stated amount and an initial liquidation preference of $10. However, investors participating in the offering will pay $9 per share. The initial annual dividend rate is 13%, calculated against the $10 stated amount, representing $1.30 in annual dividends per share if the initial rate remains unchanged. At the $9 offering price, the initial rate corresponds to an effective annual yield of approximately 14.44%. The dividend is variable, with DeFi Development's board able to review and adjust the rate at least monthly based on interest rates, CHAD's trading price, comparable yields, liquidity needs and other factors. The company can reduce the rate, although the prospectus limits a monthly reduction to 50 basis points from the preceding month.
Dividend Reserve Covers First Year at 13%
DeFi Development intends to place $1.30 per issued share into a separate dividend account when the offering closes. For 2.2 million shares, that would create an initial reserve of approximately $2.86 million. The reserve represents 12 months of payments calculated at the initial 13% rate. The company said it would fund the account using existing cash, financial instruments or digital assets rather than relying solely on offering proceeds. However, the prospectus says the company is not contractually required to increase the reserve if the dividend rises above 13% or if more CHAD shares are issued later. CHAD is perpetual and has no maturity date. Holders generally cannot demand repayment except after certain qualifying corporate events. The shares carry limited voting rights and rank below the company's present and future debt.
Proceeds May Fund Solana Purchases
The company intends to use the net proceeds for general corporate purposes. Potential allocations include working capital, Solana purchases, other digital asset investments, acquisitions and strategic initiatives. No fixed portion has been assigned to SOL, so investors should not treat the full $19.8 million as a confirmed Solana purchase. DeFi Development recently acquired approximately 19,000 SOL at an average price of $98.14, expanding its treasury to roughly 2.33 million SOL and SOL-equivalent assets. The company has not provided a current breakdown separating native SOL from liquid staking tokens and other SOL-denominated positions. It stakes assets through its own and external validators to earn network rewards and fees.
CHAD Seeks Nasdaq Listing as DFDV Gains
DeFi Development has applied to list the preferred stock on the Nasdaq Capital Market under the ticker CHAD. Trading is expected to begin after initial issuance, although Nasdaq approval remains pending. The company also intends to establish an at-the-market program for additional CHAD sales following the listing. DFDV common stock closed Aug. 31 at approximately $5.38, up 7.8% during the session. The CHAD announcement arrived after regular trading ended, so the daytime increase cannot be attributed to the offering. The next confirmed events will be the offering's closing, Nasdaq's listing decision and the first dividend payment on Oct. 1. Any subsequent SOL acquisition will require a separate company disclosure before it can be treated as completed.
