[8-K] DeFi Development Corp. Reports Material Event

Rhea-AI Filing Summary

DeFi Development Corp. (DFDV) reported its current share count. The company disclosed 28,888,178 total shares outstanding as of October 15, 2025. It also noted activity related to pre-funded warrants from its August 2025 PIPE: 2,803,058 have been exercised, with 2,978,578 pre-funded warrants still outstanding. If all remaining pre-funded warrants were exercised, the adjusted outstanding share count would be approximately 31.9 million.

The company also announced a press release updating its holdings of Solana and Solana equivalents and related metrics, furnished as Exhibit 99.1.

Insights

Equity Capital Markets Analyst

Neutral disclosure: updated share count and warrant overhang.

DFDV provided a precise outstanding share count of 28,888,178 as of October 15, 2025. It detailed pre-funded warrant activity from the August 2025 PIPE: 2,803,058 exercised and 2,978,578 still outstanding. This quantifies potential issuance if holders exercise.

If all remaining pre-funded warrants are exercised, shares could reach roughly 31.9 million, which frames possible dilution. Actual impact depends on holder exercise decisions. The company also furnished an update on Solana holdings via Exhibit 99.1.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 16, 2025

DEFI DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-41748		83-2676794
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

6401 Congress Avenue, Suite 250 Boca Raton, Florida		33487
(Address of registrant’s principal executive office)		(Zip code)

(561) 559-4111

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		DFDV		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On October 16, 2025, the Company issued a press release, attached hereto as exhibit 99.1, which discloses that the Company has 28,888,178 total shares outstanding as of October 15, 2025. The current outstanding amount includes 2,803,058 pre-funded warrants from our August 2025 PIPE that have been exercised, with 2,978,578 pre-funded warrants still outstanding. If all of the pre-funded warrants from the August 2025 PIPE were exercised, the adjusted outstanding share count would be approximately 31.9 million.

The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On October 16, 2025, the Company issued a press release announcing an update on its holdings of Solana and Solana equivalents and related metrics.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated October 16, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEFI DEVELOPMENT CORP.
Date: October 16, 2025	By:	/s/ Joseph Onorati
	Name: Title:	Joseph Onorati Chairman & Chief Executive Officer

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