false
0001805526
0001805526
2026-02-17
2026-02-17
0001805526
DFDV:CommonStockParValue0.00001PerShareMember
2026-02-17
2026-02-17
0001805526
DFDV:WarrantsEachWarrantExerciseableForOneShareOfCommonStockMember
2026-02-17
2026-02-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 17, 2026
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 |
| Warrants, each warrant exerciseable for one share of Common Stock |
|
DFDVW |
|
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 February 17, 2026, the Company issued a press
release disclosing its Business Update and a revision to its previously announced guidance, a copy of which is filed as Exhibit 99.1,
to this Current Report on Form 8-K and is incorporated herein by reference.
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. 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
regarding these forward-looking statements.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 17, 2026 |
DEFI DEVELOPMENT CORP. |
| |
|
|
| |
By: |
/s/ Joseph Onorati |
| |
Name: |
Joseph Onorati |
| |
Title: |
Chairman & CEO |
2
Exhibit 99.1
DeFi Development Corp. Provides SPS Guidance
Update
BOCA RATON, FL — February 17, 2026 —
DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate
and compound Solana (“SOL”), today provided an update to its SOL per Share (“SPS”) guidance.
The Company’s SPS guidance for June 2026
is now 0.085, compared to prior guidance of 0.1650. The Company’s long-term target of 1.0 SPS by December 2028 remains unchanged.
The Company will provide additional detail, including underlying assumptions, in its upcoming fourth quarter 2025 earnings investor letter.
For more information, visit defidevcorp.com.
To stay up to date with the latest developments and insights, subscribe to our blog.
About DeFi Development Corp.
DeFi Development Corp. (Nasdaq: DFDV) has adopted
a treasury policy under which the principal holding in its treasury reserve is allocated to SOL. Through this strategy, the Company provides
investors with direct economic exposure to SOL, while also actively participating in the growth of the Solana ecosystem. In addition to
holding and staking SOL, DeFi Development Corp. operates its own validator infrastructure, generating staking rewards and fees from delegated
stake. The Company is also engaged across decentralized finance (DeFi) opportunities and continues to explore innovative ways to support
and benefit from Solana’s expanding application layer.
The Company is an AI-powered online platform that
connects the commercial real estate industry by providing data and software subscriptions, as well as value-add services, to multifamily
and commercial property professionals, as the Company connects the increasingly complex ecosystem that stakeholders have to manage.
The Company currently serves more than one million
web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing
per year, professional service providers, and thousands of multifamily and commercial property lenders, including more than 10% of the
banks in America, credit unions, real estate investment trusts (“REITs”), debt funds, Fannie Mae® and Freddie Mac®
multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration
(“SBA”) lenders, and more. The Company’s data and software offerings are generally offered on a subscription basis as
software as a service (“SaaS”).
Forward-Looking Statements
This release contains "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
in this release include statements regarding the Company’s SPS objectives and can be identified by words such as: "anticipate,"
"intend," "plan," "believe," "project," "estimate," "expect," strategy,"
"future," "likely," "may,", "should," "will" and similar references to future periods.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s
current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated
events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements
include, among others, the following: (i) fluctuations in the market price of SOL and any associated losses that the Company may incur
as a result of a decrease in the market price of SOL; (ii) the Company’s ability to earn SOL staking rewards; (iii) our ability
to access sources of capital, including debt financing and other sources of capital to finance SOL acquisitions, operations and growth;
(iv) volatility in our stock price, including due to future issuances of common stock and securities convertible into common stock; (v)
the effect of and uncertainties related to the ongoing volatility in interest rates; (vi) our ability to achieve and maintain profitability
in the future; (vii) the impact on our business of the regulatory environment and complexities with compliance related to such environment
including changes in securities laws or other laws or regulations; (viii) changes in the accounting treatment relating to the Company’s
SOL holdings; (ix) our ability to respond to general economic conditions; (x) our ability to manage our growth effectively and our expectations
regarding the development and expansion of our business; and (xi) other risks and uncertainties more fully in the section captioned “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K and other reports we file with the Securities and Exchange
Commission. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company's
actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release.
Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such
information except as required under applicable law.
Investor Contact:
ir@defidevcorp.com
Media Contact:
press@defidevcorp.com
