DeFi Development (DFDV) director exit and 20.7M shares outstanding update

Rhea-AI Filing Summary

DeFi Development Corp. reported governance and capital structure updates. On September 18, 2025, director Marco Santori resigned from the Board of Directors. The company states that his decision to step down was not due to any disagreement with the company, which suggests no reported dispute over strategy, controls, or disclosures.

In addition, the company referenced a press release dated September 17, 2025 noting that it had 20,670,108 total shares outstanding as of September 16, 2025. The press release also provides an update on the company’s holdings of Solana and Solana equivalents and related metrics, indicating that digital asset positions are a relevant part of its business profile.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/18/2025 - 04:05 PM Learn about SEC filing dates

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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): September 17, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2025, Marco Santori, a director of DeFi Development Corp. (the “Company”), tendered his resignation as a member of the Board of Directors of the Company. His decision to resign from the Board of Directors was not due to any disagreement with the Company.

Item 8.01 Other Events.

On September 17, 2025, the Company issued a press release, attached hereto as exhibit 99.1, which discloses that the Company has 20,670,108 total shares outstanding as of September 16, 2025, and announced 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 September 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: September 18, 2025	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chairman & CEO

2

FAQ

Why did Marco Santori resign from DeFi Development Corp. (DFDV)?

On September 18, 2025, Marco Santori resigned as a director of DeFi Development Corp. The company states that his resignation was not due to any disagreement with the company.

How many DeFi Development Corp. (DFDV) shares are outstanding?

DeFi Development Corp. disclosed that it had 20,670,108 total shares outstanding as of September 16, 2025, as referenced in a press release dated September 17, 2025.

What did DeFi Development Corp. say about its Solana holdings?

The company’s press release dated September 17, 2025 announced an update on its holdings of Solana and Solana equivalents and related metrics, indicating these digital assets are a focus area.

Does DeFi Development Corp. mention forward-looking statements in this update?

Yes. The company notes that, aside from historical information, the press release contains forward-looking statements that involve risks and uncertainties and refers readers to the cautionary note in the press release.

What exhibits are included with this DeFi Development Corp. 8-K filing?

The filing includes Exhibit 99.1, a press release dated September 17, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Who signed this DeFi Development Corp. 8-K on behalf of the company?

The report was signed on behalf of DeFi Development Corp. by Joseph Onorati, who is identified as Chairman & CEO.