[8-K] Janover Inc. Reports Material Event

Rhea-AI Filing Summary

HSBC Holdings plc (HSBC) filed a Form 6-K detailing daily activity under the US$2 bn share-buy-back announced on 31 July 2025. On 4 Aug 2025 the bank repurchased 2.5 m ordinary shares on UK venues at a volume-weighted average price (VWAP) of £9.2351 and 1.1 m shares on the Hong Kong Stock Exchange at a VWAP of HK$95.7890.

Since programme launch, 8,519,774 shares have been bought for an aggregate ≈US$103.8 m. The UK-venue shares are already cancelled, reducing issued share capital to 17,397,374,813 shares with full voting rights; HSBC holds no treasury shares. Cancellation of the Hong Kong tranche will be announced separately.

The 4 Aug purchases equate to roughly 0.02 % of shares outstanding, while total repurchases to date represent about 0.05 %, providing modest yet ongoing EPS accretion and signalling management’s commitment to capital returns.

Positive

• US$103.8 m of shares repurchased within four days, demonstrating strong capital return momentum
• Immediate cancellation of UK-venue shares reduces share count, supporting EPS accretion
• Transparent multi-venue execution and compliance with UK MAR and HK listing rules bolster governance confidence

Negative

• Repurchased shares represent only 0.05 % of outstanding stock, providing limited per-share uplift
• Hong Kong share cancellation delay introduces temporary complexity for share-count calculations

Insights

Portfolio Manager

TL;DR – Incremental buy-back progress, modest but positive for EPS and signalling.

The disclosed trades add only ~US$24 m of repurchases on the day, yet they move the running total past US$100 m within four trading days. Although the amount is immaterial versus HSBC’s ~US$140 bn market cap, continuous cancellation shrinks share count and should lift EPS and ROE marginally. The absence of treasury shares avoids dilution risk. Management’s rapid execution indicates available excess capital after strong 1H results and supports the 2025 capital-return narrative. Rating: mildly accretive.

Corporate Governance Expert

TL;DR – Routine disclosure, neutral governance impact.

The filing complies with UK MAR Article 5 and HK listing rules, offering full trade transparency via RNS link. Split execution across UK and HK venues is standard for dual-listed issuers. Governance risk is minimal: all shares are cancelled, preserving voting power balance. Shareholders should note that the denominator for DGTR filings will change again once HK shares are cancelled, requiring updated substantial-holding calculations.

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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): August 4, 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 August 4, 2025, the Company issued a press release, attached hereto as exhibit 99.1, which discloses that the Company has 20,943,736 total shares outstanding as of August 1, 2025.

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 August 4, 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 August 4, 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: August 4, 2025		By:	/s/ Joseph Onorati
		Name:	Joseph Onorati
		Title:	Chairman & Chief Executive Officer

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FAQ

How many HSBC shares were bought back on 4 August 2025?

3.6 million ordinary shares (2.5 m UK, 1.1 m HK) were repurchased.

What prices did HSBC pay for the 4 August buy-back?

VWAPs were £9.2351 on UK venues and HK$95.7890 in Hong Kong.

How many shares has HSBC repurchased since the 31 July 2025 programme start?

A total of 8,519,774 shares for approximately US$103.8 m.

What is HSBC's current issued share capital after the latest cancellations?

After cancelling UK-venue shares it stands at 17,397,374,813 ordinary shares with voting rights.

Does HSBC hold any treasury shares following the repurchases?

No, HSBC holds zero ordinary shares in treasury; all bought shares are cancelled.

When will the Hong Kong repurchased shares be cancelled?

Cancellation takes longer than UK venues; HSBC will issue a separate voting-rights announcement once completed.