DeFi Development Corp. 8-K

What Happened
DeFi Development Corp. (DFDV) announced that it completed a statutory conversion and reincorporation from the State of Delaware to the State of Nevada, effective June 26, 2026 at 3:01 a.m. Eastern Time. The company filed articles of conversion and articles of incorporation in Nevada and a certificate of conversion in Delaware; the Board approved new Nevada articles (the "Nevada Charter") and bylaws.

Key Details

• Effective Time: June 26, 2026 at 3:01 a.m. ET (12:01 a.m. PT).
• Share treatment: Each outstanding Delaware common share (par $0.00001) converted 1-for-1 into Nevada common stock; Series A preferred shares also converted 1-for-1. No physical or book‑entry exchanges by stockholders are required.
• Equity rights: Options, RSUs, restricted shares, warrants, convertible notes and other rights converted to the same instruments to acquire the same number of Nevada shares on the same terms.
• Operations unchanged: Reincorporation did not change headquarters, management, employees, properties, assets, liabilities or material contracts (aside from transaction costs).
• Trading: The company’s common stock continues to trade on Nasdaq under the symbol “DFDV.”
• Governance materials and legal opinions: The Plan of Conversion, Nevada Charter and Nevada Bylaws were filed as exhibits; legal opinions from Brownstein Hyatt Farber Schreck, LLP were also filed. More details were provided in the June 5, 2026 Information Statement.

Why It Matters
For investors, the filing formalizes a change in the company’s legal domicile and governing law from Delaware to Nevada — which may affect certain corporate governance rules and stockholder rights (the filing notes some stockholder rights changed). However, the company states there is no change to its business, operations, or outstanding economic interests, and trading continues under the same ticker. Investors who want specifics on changes to governance or stockholder rights should review the June 5, 2026 Information Statement and the filed Nevada Charter and Bylaws.