DFDV updates shares, debt and revises warrant distribution FAQ

Rhea-AI Filing Summary

DeFi Development Corp. (DFDV) furnished a Regulation FD update. The company will disclose on its website that it currently has 31,389,589 total shares outstanding and will have approximately $140.3 million of outstanding debt principal as of September 30, 2025.

The company also made available a revised warrant distribution FAQ on November 12, 2025, superseding the October 21 version. It states the warrant distribution was not registered because distributing a warrant for no consideration does not constitute a sale under Section 2(a)(3) of the Securities Act. A Form 8-A and a registration statement with a prospectus or prospectus supplement describing the warrants have been filed with the SEC.

Additionally, the company issued a press release providing its September 2025 Shareholder Letter and Business Update, along with an explanation of non-GAAP financial measures.

Insights

Capital Structure Analyst

Informational 8-K updates share count, debt, and a warrant distribution FAQ; neutral but relevant to capital structure tracking.

The company reports 31,389,589 shares outstanding and approximately $140.3 million of debt principal as of September 30, 2025. It also provides an updated FAQ on a previously announced warrant distribution, with the new document dated November 12, 2025 superseding the prior version.

The filing clarifies the warrant distribution is for no consideration and therefore not a sale under Section 2(a)(3) of the Securities Act. A Form 8‑A and a registration statement with a prospectus or prospectus supplement describing the warrant terms have been filed. The disclosure is furnished under Item 7.01, which limits Section 18 liability and incorporation by reference unless specifically stated.

Key dependencies include the actual terms in the warrant agreement and any subsequent effects on capitalization if warrants are exercised. The exhibits include a press release, an explanation of non‑GAAP measures, a September 2025 shareholder letter/business update, and the revised warrant FAQ, all dated November 12, 2025. Watch for future updates to share count, debt levels, and any detail on warrant exercise mechanics or interactions with the 5.50% Convertible Senior Notes due 2030 and 2.5% Convertible Notes due 2030.

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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): November 13, 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
Warrants, each warrant exercisable 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.

Total Shares and Debt Principal Outstanding

The Company will disclose on its website that the Company currently has 31,389,589 total shares outstanding. The Company will also disclose on its website that the Company will have approximately $140.3 million of outstanding debt principal as of September 30, 2025.

Warrant Distribution FAQ

On November 12, 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 99.4 to this Form 8-K, and supersedes in its entirety the FAQ previously made available by the Company on October 21, 2025.

The information furnished in this Current Report under Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4, 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 have been filed with the Securities and Exchange Commission (the “SEC”) and are 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 as it contains important information about the terms of the Warrants.

Item 8.01. Other Events.

On November 12, 2025, the Company issued a press release disclosing its September 2025 Shareholder Letter and Business Update, as previously announced, together with an explanation of non-GAAP financial measures, copies of which are filed as Exhibit 99.1, 99.2, and 99.3 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, including statements regarding the warrants. 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		Press Release, dated November 12, 2025
99.2		Explanation of Non-GAAP Financial Measures, dated November 12, 2025
99.3		September 2025 Shareholder Letter and Business Update, dated November 12, 2025
99.4		Revised Warrant Dividend Distribution FAQ, dated November 12, 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: November 13, 2025	DEFI DEVELOPMENT CORP.
	By:	/s/ Joseph Onorati
	Name:	Joseph Onorati
	Title:	Chairman & CEO

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FAQ

What shares outstanding did DeFi Development (DFDV) report?

The company will disclose on its website that it currently has 31,389,589 total shares outstanding.

How much debt principal does DFDV report and as of what date?

The company will have approximately $140.3 million of outstanding debt principal as of September 30, 2025.

What changed in DeFi Development’s warrant distribution communications?

A revised warrant distribution FAQ was made available on November 12, 2025, replacing the October 21, 2025 FAQ.

Were the warrants registered under the Securities Act?

The warrant distribution was not registered because a warrant distributed for no consideration does not constitute a sale under Section 2(a)(3).

Where can investors find details on DFDV’s warrants?

A Form 8-A and a registration statement with a prospectus or prospectus supplement were filed with the SEC (www.sec.gov).

What other materials did DFDV release alongside this update?

A press release, an Explanation of Non-GAAP Financial Measures, and the September 2025 Shareholder Letter and Business Update were provided.

What are DFDV’s exchange tickers?

Common Stock trades as DFDV and Warrants as DFDVW on The Nasdaq Stock Market LLC.