[8-K/A] Exodus Movement, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Exodus Movement, Inc. (EXOD) filed an amended report mainly to correct technical EDGAR tags and add a missing exhibit, while detailing a major acquisition. Exodus agreed to buy W3C Corp., whose businesses include Monavate and Baanx, for approximately $175 million in cash, subject to customary adjustments. A portion of the price will fund about $32.9 million in transaction-related bonuses, including $16.0 million of retention bonuses that vest over 12 months after closing.

The purchase is expected to be funded with cash on hand and a credit facility with Galaxy Digital that is secured by Exodus’s Bitcoin holdings. Closing is targeted for 2026, subject to regulatory approvals from the U.K. Financial Conduct Authority and the Bank of Latvia and other customary conditions, with an outside date of August 18, 2026 that can be extended. Exodus also provided a $10 million pre-closing loan to the seller and arranged up to $70 million of term and delayed-draw facilities for the target companies.

Insights

Fintech M&A and capital structure analyst

Exodus is pursuing a sizeable $175M cash acquisition funded partly by Bitcoin-backed credit, adding leverage and regulatory complexity.

Exodus Movement plans to acquire W3C Corp., including Monavate and Baanx, for approximately $175,000,000 in cash, with customary purchase price adjustments. These assets operate payments and digital-asset card platforms, which aligns with Exodus’s crypto-focused business and adds established infrastructure in fintech and Web3 services. The deal includes about $32,900,000 in bonuses for key personnel, with $16,000,000 structured as 12‑month retention awards, aiming to keep critical talent after closing.

The company expects to fund the purchase with a mix of cash on hand and a credit facility from Galaxy Digital that is secured by Exodus’s Bitcoin holdings. In parallel, Exodus entered a $10,000,000 pre-closing loan to the seller at 6% interest and up to $70,000,000 of term and delayed-draw facilities for the target, with the main term facility priced at 12% and collateralized by target assets. This structure increases financial leverage and introduces sensitivity both to Bitcoin collateral values and to the target’s ability to service higher-cost debt.

The transaction is expected to close in 2026, subject to accuracy of representations, covenant performance, and key approvals from the U.K. Financial Conduct Authority and the Bank of Latvia, with an outside date of August 18, 2026 that can be extended. Termination rights cover missed deadlines, regulatory denials, and material breaches, so completion ultimately depends on regulatory and execution factors described in the agreements.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

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 18, 2025

Exodus Movement, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42047	81-3548560
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
15418 Weir St. #333
Omaha, Nebraska				68137
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 833 992-2566

(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:

☐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
Class A Common Stock, par value $0.000001 per share		EXOD		NYSE American 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. ☐

Explanatory Note

Exodus Movement, Inc. (the “Company”) is filing this Amendment to the Form 8-K filed on November 25, 2025 (the “Form 8-K”) to correct that filing in two respects: first, to remove the EDGAR notation indicating that the Form 8-K is providing Item 2.03 disclosure, which is incorrect; and second, to file Exhibit 99.2, which was omitted in the Form 8-K. The Company is re-filing all exhibits in their entirety to provide a complete record in one filing. This Amendment supersedes the Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On November 24, 2025, Exodus Movement, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with W3C Corp. (the “Target”) and Garth Howat (“Seller”), pursuant to which the Company agreed to acquire from Seller all of the issued and outstanding shares of capital stock of the Target (the “Transaction”). The Target and its subsidiaries include Monavate Holdings Ltd. and its subsidiaries (collectively, “Monavate”) and Baanx.com Ltd. and Baanx US Corp (collectively, “Baanx”). Monavate is a global leader in payment solutions for fintech, Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards and B2B2C digital asset services.

Pursuant to the Purchase Agreement, the Company will acquire the Target for aggregate cash consideration of approximately $175 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses. The purchase price payable at closing will be reduced by the outstanding amounts of the Pre-Closing Seller Loan as more fully described below. In addition, Seller has agreed that a portion of the purchase price consideration otherwise payable to Seller will be used to fund transaction-related bonus payments to certain key recipients in an aggregate amount of approximately $32.9 million, which amount will reduce the purchase price dollar-for-dollar, with approximately $16.0 million of such amount structured as retention bonuses that will vest and become payable subject to the applicable recipients’ continued employment with the Target or its affiliates through the 12-month anniversary of the Transaction’s closing, subject to customary exceptions set forth in the applicable award documentation. Any portion of the retention bonus that is forfeited in accordance with its terms will be reallocated among the other recipients, including by increasing the amounts payable to such recipients, by the Target after reasonable consultation with the Company if occurring prior to closing, and by the Company in its sole discretion after reasonable consultation with the Target if occurring following closing.

The purchase price is expected to be funded with a combination of cash on hand and financing from the Company’s credit facility with Galaxy Digital, which is secured by the Company's Bitcoin holdings. The Transaction is expected to close in 2026, subject to the satisfaction or waiver of customary closing conditions, including (i) the accuracy, as of the closing date, of each party’s representations and warranties (subject to agreed materiality standards); (ii) the performance in all material respects of the parties’ respective covenants; (iii) receipt of specified regulatory change-in-control and licensing approvals, including approvals from the U.K. Financial Conduct Authority and the Bank of Latvia (collectively, the “Regulatory Approvals”); and (iv) delivery of customary officer’s certificates.

The Purchase Agreement includes customary termination rights for each party, including the right to terminate, (i) by mutual written consent of the Company and Seller, (ii) if the Transaction has not been consummated by August 18, 2026 (the “Outside Date”) (which may be extended unilaterally by either party for an additional 90-day period in accordance with the terms of the Purchase Agreement), (iii) by either party if there is a material inaccuracy of any representation or warranty made, or material breach of any covenant, by the other party, which would prevent the satisfaction of the closing conditions, (iv) by the Company if the Regulatory Approvals are refused or granted subject to conditions that are materially detrimental to the Company and would be reasonably likely to materially and adversely impact the Target and its subsidiaries, and (v) by either party if the U.K. Financial Conduct Authority refuses to approve the transaction or any governmental agency has enjoined the consummation of the Transaction. The Purchase Agreement contains certain representations and warranties and covenants as specified therein, including such provisions as are customary for a transaction of this nature.

The foregoing summary of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Purchase Agreement is filed to provide investors with information regarding its terms. The representations, warranties and covenants contained therein were made only for purposes of that agreement and as of specific dates, were made solely for the benefit of the parties thereto, may be subject to qualifications and limitations agreed by the contracting parties, and may be subject to standards of materiality different from those applicable to investors. Accordingly, investors should not rely on those provisions as characterizations of the actual state of facts or condition of the parties.

Pre-Closing Seller Loan

On November 18, 2025, concurrently with execution of the Purchase Agreement, the Company entered into a secured promissory note (the “Pre-Closing Seller Loan”) with Garth Howat, pursuant to which the Company extended a loan in the principal amount of $10 million to Mr. Howat. The Pre-Closing Seller Loan bears interest at a rate of 6.00% per annum, calculated on a 365-day year, compounded quarterly and capitalized and added to principal, and is secured by a pledge of Mr. Howat’s equity interests in the Target. All principal and accrued interest are due and payable on the earlier of (i) the closing of the Transaction and (ii) specified termination events described in the Pre-Closing Seller Loan. Upon consummation of the Transaction, the principal amount and accrued interest will be offset against the purchase-price payment otherwise payable to Mr. Howat under the Purchase Agreement. The Pre-Closing Seller Loan contains customary representations, covenants, events of default and acceleration provisions. The foregoing summary of the Pre-Closing Seller Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the secured promissory note, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Term and Delayed-Draw Term Facility

On November 18, 2025, in connection with the Transaction, the Company entered into a Loan Agreement (the “Loan Agreement”) with Target, as borrower and guarantor, pursuant to which the Company agreed to make available to Target (i) a term loan facility in an aggregate principal amount of $60 million (the “Term Facility”) and (ii) a delayed-draw term loan facility in an aggregate principal amount of $10 million (the “Delayed Draw Facility,” and together with the Term Facility, the “Facilities”).

Loans under the Term Facility bear interest at a rate of 12.00% per annum, calculated on a 360-day year and compounded monthly. Loans under the Delayed Draw Facility bear interest at a rate of 6.00% per annum, compounded quarterly. All accrued interest is capitalized and added to principal. The Facilities mature on the earlier of (i) completion of the Transaction and (ii) the date falling 12 months after the first borrowing under the Term Facility, subject to extension as provided in the Loan Agreement if specified regulatory approvals remain pending or within a certain period as specified in the Loan Agreement if the Purchase Agreement is terminated; provided, however, that the Delayed Draw Facility will only become payable in the event of a breach by W3C as more fully described in the Delayed Draw Facility. The borrower may prepay outstanding amounts in whole or in part, subject to the payment of the Fees (as defined below) and customary notice requirements.

The Loan Agreement provides for (i) a one-time upfront fee of 2% of the Term Facility commitments, payable at initial funding, and (ii) an exit fee of up to $7.2 million, less the aggregate of the upfront fee and any capitalized interest at the time of repayment (the “Fees”). All obligations under the Facilities are secured by assets of the Target and its subsidiaries, subject to customary exceptions. The Facility Agreement contains customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, asset sales, acquisitions and distributions; a minimum-liquidity covenant; and customary events of default (including non-payment, covenant breach and insolvency).

The foregoing summary of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On November 24, 2025, the Company issued a press release regarding the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.

On November 24, 2025, the Company provided supplemental information regarding the Transaction in connection with presentations to investors. A copy of each investor presentation regarding the Transaction is attached hereto as Exhibit 99.2 and Exhibit 99.3.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified as being incorporated therein by reference.

(d) Exhibits

Exhibit numbers	Description
10.1	Stock Purchase Agreement, dated as of November 24, 2025, by and among Exodus Movement, Inc., W3C Corp., and Garth Howat
10.2	Secured Promissory Note (Pre-Closing Seller Loan), dated as of November 18, 2025, between Exodus Movement, Inc. and Garth Howat
10.3	Loan Agreement (Term Facility and Delayed-Draw Term Facility), dated as of November 18, 2025, between, among others, Exodus Movement, Inc. as Lender and W3C Corp as Borrower
99.1	Press release dated November 24, 2025
99.2	Investor Presentation of Exodus Movement, Inc., dated November 24, 2025
99.3	Supplemental Investor Presentation of Exodus Movement, Inc., dated November 24, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding Exodus Movement, Inc. (“Exodus,” the “Company,” “we,” “our,” or “us”) that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Form 8-K, including, without limitation, statements regarding the expected timing, likelihood, or completion of the proposed acquisition, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will,” or the negative of these words or other similar expressions. You should not rely on forward-looking statements as predictions of future events.

These statements are based on our current expectations and projections about future events and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, among others, our ability to obtain required regulatory approvals, satisfy closing conditions, secure and maintain the necessary financing on expected terms, and consummate the acquisition on the anticipated terms and timeline, as well as other risks and uncertainties set forth in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statements contained in this Form 8-K to reflect events or circumstances after the date hereof, except as required by law.

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.

			EXODUS MOVEMENT, INC.
Date:	November 25, 2025	By:	/s/ James Gernetzke
			James Gernetzke, Chief Financial Officer

FAQ

What major transaction did Exodus Movement, Inc. (EXOD) announce in this 8-K/A?

Exodus Movement, Inc. agreed to acquire W3C Corp., including Monavate and Baanx, for aggregate cash consideration of approximately $175 million, subject to customary adjustments for indebtedness, cash, working capital, and transaction expenses.

How will Exodus fund the $175 million acquisition of W3C Corp.?

The purchase price is expected to be funded with a combination of cash on hand and financing from Exodus’s credit facility with Galaxy Digital, which is secured by the company’s Bitcoin holdings.

What retention and bonus payments are tied to the Exodus (EXOD) acquisition?

A portion of the purchase price will fund approximately $32.9 million in transaction-related bonus payments for certain key recipients. About $16.0 million of this is structured as retention bonuses that vest and become payable if recipients remain employed through the 12‑month anniversary of closing, subject to customary exceptions.

What are the key financing facilities Exodus arranged in connection with the deal?

Exodus entered a Loan Agreement with the target providing a $60 million term facility bearing interest at 12.00% per annum and a $10 million delayed-draw facility bearing interest at 6.00% per annum, both with capitalized interest and secured by assets of the target and its subsidiaries.

What is the Pre-Closing Seller Loan mentioned by Exodus Movement (EXOD)?

On November 18, 2025, Exodus extended a $10 million secured promissory note to seller Garth Howat at 6.00% per annum, secured by his equity interests in the target. Principal and accrued interest are due on the earlier of closing of the transaction or specified termination events, and will be offset against the purchase price if the acquisition closes.

When is the Exodus–W3C acquisition expected to close and what approvals are required?

The transaction is expected to close in 2026, subject to customary conditions including accurate representations, covenant performance, and regulatory approvals such as approvals from the U.K. Financial Conduct Authority and the Bank of Latvia. The Purchase Agreement includes an outside date of August 18, 2026, which either party may extend for an additional 90 days under specified terms.

Why did Exodus file this report as an amendment (8-K/A)?

The company filed this amendment to remove an incorrect EDGAR notation that the prior report provided Item 2.03 disclosure and to file Exhibit 99.2, which had been omitted. All exhibits were re-filed to create a complete record, and this amendment supersedes the prior report.