Exodus Movement (EXOD) investors re-elect full board and ratify Deloitte at 2026 meeting

Rhea-AI Filing Summary

Exodus Movement, Inc. reported the results of its annual shareholder meeting held on May 1, 2026 in Omaha, Nebraska. Shareholders re-elected directors Jon Paul Richardson, Daniel Castagnoli, Margaret Knight, Carol MacKinlay, and Tyler Skelton to serve until the 2027 annual meeting.

As of the March 6, 2026 record date, there were 10,628,459 Class A and 19,185,163 Class B common shares outstanding and entitled to vote, and a quorum was present. Shareholders also approved and ratified the re-appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares outstanding: 10,628,459 shares Class B shares outstanding: 19,185,163 shares Votes for Deloitte re-appointment: 193,633,928 votes +4 more

7 metrics

Class A shares outstanding 10,628,459 shares Common stock entitled to vote as of March 6, 2026 record date

Class B shares outstanding 19,185,163 shares Common stock entitled to vote as of March 6, 2026 record date

Votes for Deloitte re-appointment 193,633,928 votes Proposal to ratify Deloitte & Touche LLP for year ending December 31, 2026

Votes against Deloitte re-appointment 54,473 votes Proposal to ratify Deloitte & Touche LLP

Votes for Jon Paul Richardson 188,948,684 votes Director re-election proposal at 2026 annual meeting

Votes for Tyler Skelton 189,168,916 votes Director re-election proposal at 2026 annual meeting

Broker non-votes on director items 4,460,857 votes Broker non-votes reported for each director proposal

Key Terms

record date, broker non-votes, independent registered public accounting firm, annual meeting of shareholders, +1 more

5 terms

record date financial

"As of the close of business on March 6, 2026, the record date for the Annual General Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"Broker Non-Votes 4,460,857"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"re-appointment of Deloitte & Touche LLP ("Deloitte") as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of shareholders financial

"held an annual meeting of shareholders (the "Annual General Meeting")"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0001821534false00018215342026-03-112026-03-11

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): 5/1/2026

______________________

Exodus Movement, Inc.

(Exact name of Registrant as Specified in Its Charter)

______________________

Texas

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

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 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 1, 2026, Exodus Movement, Inc. ("Exodus" or the "Company") held an annual meeting of shareholders (the "Annual General Meeting") at 1115 Dodge St., Omaha, NE 68102 (Tenaska Center for Arts Engagement). As of the close of business on March 6, 2026, the record date for the Annual General Meeting (the "Record Date"), there were 10,628,459 shares of our Class A common stock and 19,185,163 shares of our Class B common stock (collectively, “common stock”) issued and outstanding and entitled to vote at the Annual General Meeting. At least a majority of the voting power which could be cast by the holders of all outstanding shares of common stock entitled to vote at the Annual General Meeting were present or represented at the Annual General Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

(b) The certified results of the matters voted on at the Annual General Meeting, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2026 (the "Proxy Statement"), are set forth below.

Proposal No. 1 – Re-election of each of Jon Paul Richardson, Daniel Castagnoli, Margaret Knight, Carol MacKinlay, and Tyler Skelton until the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified or until such director’s earlier death, resignation or removal:

Nominee						For						Against						Abstain						Broker Non-Votes
Jon Paul Richardson						188,948,684						—						319,018						4,460,857
Daniel Castagnoli						189,070,888						—						196,814						4,460,857
Margaret Knight						189,167,872						—						99,830						4,460,857
Carol MacKinlay						188,972,588						—						295,114						4,460,857
Tyler Skelton						189,168,916						—						98,786						4,460,857

Each of the above nominees was re-elected following the affirmative vote of a majority of the votes cast by shareholders entitled to vote.

Proposal No. 2 – Approval and ratification of the re-appointment of Deloitte & Touche LLP ("Deloitte") as the independent registered public accounting firm for the year ending December 31, 2026:

For						Against						Abstain						Broker Non-Votes
193,633,928						54,473						40,158						—

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

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:			May 6, 2026			By:			/s/ James Gernetzke
									James Gernetzke, Chief Financial Officer

FAQ

What did Exodus Movement, Inc. (EXOD) shareholders decide at the 2026 annual meeting?

Shareholders re-elected five directors and ratified Deloitte & Touche LLP as auditor. All proposals received majority support based on votes cast, confirming the existing board and the independent registered public accounting firm for the year ending December 31, 2026.

How many Exodus Movement (EXOD) shares were entitled to vote at the 2026 meeting?

A total of 10,628,459 Class A and 19,185,163 Class B common shares were outstanding and entitled to vote. These figures reflect the company’s voting share base as of the March 6, 2026 record date for the annual shareholder meeting.

Were all Exodus Movement (EXOD) director nominees re-elected in 2026?

Yes, all five nominees were re-elected. Each director candidate received a majority of votes cast, with vote totals such as 189,168,916 for Tyler Skelton and similar strong support levels for the other nominees listed in the voting results.

Which audit firm did Exodus Movement (EXOD) shareholders ratify for 2026?

Shareholders approved and ratified the re-appointment of Deloitte & Touche LLP as independent registered public accounting firm. The proposal received 193,633,928 votes for, 54,473 against, and 40,158 abstentions, indicating broad support among voting shareholders.

When and where was the 2026 Exodus Movement (EXOD) annual shareholder meeting held?

The annual shareholder meeting took place on May 1, 2026 at 1115 Dodge St., Omaha, NE 68102, identified as the Tenaska Center for Arts Engagement. This in-person meeting location is specified alongside the record date and voting results.

Filing Exhibits & Attachments

3 documents

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