DeFi Development Boosts $112.5 Million Convertible Note Deal to Scale Solana Treasury Strategy

DeFi Development Corp. (NASDAQ: DFDV) a publicly traded company focused on accumulating and compounding Solana (SOL) as part of its treasury strategy, has announced an increase in its convertible notes offering to $112.5 million. The 5.5% convertible senior notes, due in 2030, are being offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The initial conversion price for the notes is set at approximately $23.11 per share, representing a 10% premium to the company's closing stock price of $21.01 on July 1, 2025. The offering is expected to close on July 7, 2025, contingent on standard closing conditions. Investors will also have the option to convert their notes into cash, shares of common stock, or a combination of both.

The company has also granted the initial purchasers an option to buy an additional $25 million in notes. If this option is fully exercised, the total proceeds could increase to $132.2 million.

Strategic Allocation of Proceeds

DeFi Development Corp. intends to allocate approximately $75.6 million of the net proceeds toward a prepaid forward stock purchase transaction, enabling the company to repurchase around 3.6 million shares of its common stock.

The remaining capital will support general corporate initiatives, with a strategic emphasis on deepening exposure to Solana (SOL). This includes acquiring additional SOL tokens, expanding validator operations, and strengthening the company's position within the broader DeFi ecosystem.

This dual-pronged strategy reflects both short-term and long-term objectives. In the short term, the prepaid forward transaction is designed to manage the company’s equity float while enabling hedging activities by investors, which could influence the market dynamics of the company’s stock and convertible notes.

Over the long term, this strategy reflects the company’s conviction in the Solana ecosystem and its intent to leverage blockchain infrastructure for sustainable growth. It also reinforces DeFi Development Corp.’s ambition to expand its footprint across the decentralized finance sector.

Key Features of the Convertible Notes

The convertible notes will accrue interest at a rate of 5.5% annually, payable semi-annually starting January 1, 2026, and will mature on July 1, 2030, unless repurchased, redeemed, or converted earlier. Investors will also have the right to require the company to repurchase the notes in the event of a fundamental change, as defined in the governing indenture. Additionally, the company retains the option to redeem the notes for cash starting July 5, 2026, under specific conditions. The initial conversion rate is set at 43.2694 shares per $1,000 principal amount, subject to adjustment based on certain corporate events.

Following the announcement, DeFi Development Corp.’s stock price remained relatively stable, suggesting investor confidence in its financing strategy. In contrast, SOL — a core component of the company’s treasury — saw notable gains, rebounding from $147 to $155 within 24 hours, a rise of over 6% as of July 3.

This price action highlights the potential market optimism surrounding DeFi Development Corp.’s continued investment in the Solana ecosystem, reinforcing its position as a key player in the blockchain and DeFi space.