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

Rhea-AI Filing Summary

DeFi Development Corp. (DFDV) appointed Thomas Perfumo to its Board of Directors to fill a vacancy created by Marco Santori’s departure. He will serve on the Audit, Compensation, and Nominating & Corporate Governance Committees. The Board approved a grant of 7,000 restricted stock units to Mr. Perfumo, which will vest quarterly over the next year.

The company also made available an updated warrant distribution FAQ, which supersedes the prior version. The communication states the warrant issuance has not been registered under the Securities Act, and that a Form 8-A and a registration statement with a prospectus or prospectus supplement describing the warrants will be filed. Holders of Common Stock, 5.50% Convertible Senior Notes due 2030, 2.5% Convertible Notes due 2030, and currently outstanding warrants are directed to review those materials, including Risk Factors.

Insights

Corporate governance analyst

Routine board refresh with modest equity grant; updated warrant FAQ.

DFDV added Thomas Perfumo to the board and three key committees. The grant of 7,000 RSUs vesting quarterly over a year aligns compensation with service while limiting near-term dilution. No related-party transactions are disclosed.

The company also released an updated FAQ on its anticipated warrant distribution. It clarifies that the warrants have not been registered; a Form 8-A and a registration statement with a prospectus or supplement are expected to be filed, providing formal terms and risk disclosures.

For holders of Common Stock and the 5.50% Convertible Senior Notes due 2030 and 2.5% Convertible Notes due 2030, activity will hinge on the forthcoming prospectus and warrant agreement. Actual market impact depends on those final terms.

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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 21, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2025, the Board of Directors of DeFi Development Corp. (the “Company”) elected Thomas Perfumo as a director of the Company, to fill a vacancy on the Board created by the departure of Marco Santori in September. Mr. Perfumo was appointed to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Perfumo does not have a material interest in any transaction disclosable under Regulation S-K Item 404(a). The Board approved a grant of 7,000 restricted stock units (“RSUs”) to Mr. Perfumo, which will vest quarterly over the next year.

Item 7.01 Regulation FD Disclosure.

On October 22, 2025, the Company made available a document containing questions and answers (the “FAQ”) regarding the previously announced warrant distribution. The FAQ is attached as Exhibit 99.1 to this Form 8-K, and supersedes in its entirety the FAQ previously made available by the Company on October 8, 2025.

The information furnished in this Current Report under Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The issuance of the Warrants in the Warrant Distribution has not been registered under the Securities Act, as the distribution of a Warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and registration statement containing a prospectus or prospectus supplement describing the terms of the Warrants will be filed with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC’s website located at http://www.sec.gov. Holders of Common Stock, the Company’s 5.50% Convertible Senior Notes due 2030, the Company’s 2.5% Convertible Notes due 2030 and the Company’s currently outstanding warrants should read the prospectus or prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This communication contains a general summary of the Warrants. Please read the warrant agreement relating to the Warrants when it becomes available as it will contain important information about the terms of the Warrants.

Cautionary Note Regarding Forward-Looking Statements. This Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated warrant distribution. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions, and are more fully in the section captioned “Risk Factors” in the Company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. Please refer to the cautionary notes in the press release and the FAQ regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Warrant Dividend Distribution FAQ, dated October 22, 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.

Date: October 22, 2025	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chairman & CEO

2

FAQ

Who joined the DFDV board and which committees will they serve on?

Thomas Perfumo joined the Board and was appointed to the Audit, Compensation, and Nominating & Corporate Governance Committees.

What equity award did DFDV grant to Thomas Perfumo and how does it vest?

The Board approved 7,000 RSUs for Mr. Perfumo, vesting quarterly over the next year.

What did DFDV disclose about the warrant distribution FAQ?

An updated warrant distribution FAQ was made available and supersedes the version dated October 8, 2025.

Is the warrant issuance registered under the Securities Act?

No. The company states the issuance has not been registered; a Form 8-A and a registration statement with a prospectus or supplement will be filed.

Which DFDV security holders are directed to review the upcoming prospectus?

Holders of Common Stock, 5.50% Convertible Senior Notes due 2030, 2.5% Convertible Notes due 2030, and currently outstanding warrants.

Did DFDV disclose any related-party transactions for the new director?

No. The company states Mr. Perfumo does not have a material interest disclosable under Regulation S-K Item 404(a).