Exodus Movement (EXOD) launches 2026 equity plan with 4.28M shares and evergreen feature

Rhea-AI Filing Summary

Exodus Movement, Inc. adopted a new 2026 Stock Incentive Plan that became effective on March 19, 2026. The plan was approved by the Board, its Compensation Committee, and stockholders holding a majority of the voting power by written consent.

The 2026 Plan initially authorizes up to 4,280,000 shares of Class A common stock for stock options, restricted stock units, and other equity awards to employees, directors, and officers. Beginning January 1, 2027 and through January 1, 2036, the share pool will automatically increase each year by 5% of Outstanding Common Stock on the prior December 31, unless the Compensation Committee or another designated committee approves a lower or no increase.

Insights

Equity Compensation & Governance Analyst

Exodus put in place a sizable, evergreen equity plan that can expand annually through 2036.

Exodus Movement, Inc. adopted a 2026 Stock Incentive Plan with an initial reserve of 4,280,000 Class A shares for options, RSUs, and other equity awards to employees, directors, and officers. This centralizes long-term incentives under a refreshed structure.

The plan includes an automatic annual increase from January 1, 2027 through January 1, 2036 of up to 5% of Outstanding Common Stock, unless the compensation committee chooses a lower or zero increase. This evergreen feature can gradually expand the share pool over time.

The impact on existing holders will depend on how many awards are actually granted and whether the committee routinely uses the full annual increase. Future proxy and compensation disclosures may provide more detail on grant levels and remaining shares available under the 2026 Plan.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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): March 19, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2026 Stock Incentive Plan

In February 2026, our Board of Directors (the “Board”), its Compensation Committee, and the stockholders holding a majority of the voting power of the outstanding shares of capital stock of the Company (by written consent in lieu of a stockholders’ meeting) approved the Exodus Movement, Inc. 2026 Stock Incentive Plan (the “2026 Plan”). On February 23, 2026, the Company filed a definitive information statement on Schedule 14C with the U.S. Securities and Exchange Commission (“SEC”) and commenced mailing the definitive information statement to stockholders of record as of the close of business on February 18, 2026. Such stockholders’ approval and the 2026 Plan became effective on March 19, 2026.

The 2026 Plan provides for the grant of stock options, restricted stock units and other equity-based awards to employees, directors and officers of the Company. The number of shares of the Company’s Class A common stock authorized for issuance under the 2026 Plan is 4,280,000 shares, subject to adjustment as provided in the 2026 Plan. In addition, the shares of Class A common stock available for issuance under the 2026 Plan will automatically increase on January 1 of each year, beginning in January 1, 2027 and continuing through January 1, 2036 in an amount equal to 5% of the Outstanding Common Stock (as defined in the 2026 Plan) on the preceding December 31, unless a lower, or no, increase is determined by the Compensation Committee of the Board, or another committee designated by the Board to administer the 2026 Plan.

The foregoing description of the 2026 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit numbers						Description
10.1						Exodus Movement, Inc. 2026 Equity Incentive Plan, dated March 19, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:			March 25, 2026			By:			/s/ James Gernetzke
									James Gernetzke, Chief Financial Officer

FAQ

What did Exodus Movement, Inc. (EXOD) approve in the 2026 Stock Incentive Plan?

Exodus Movement, Inc. approved a 2026 Stock Incentive Plan covering equity-based awards for employees, directors, and officers. The plan allows stock options, restricted stock units, and other equity awards, aligning compensation with company performance and providing a structured framework for future equity grants.

How many Exodus (EXOD) shares are authorized under the 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan initially authorizes up to 4,280,000 shares of Exodus Movement, Inc. Class A common stock. These shares may be issued through stock options, restricted stock units, or other equity awards granted to eligible employees, directors, and officers under the plan.

Does the Exodus (EXOD) 2026 Stock Incentive Plan have an evergreen feature?

Yes. Beginning January 1, 2027, and continuing through January 1, 2036, the share pool under Exodus’s 2026 Plan will automatically increase each year by 5% of Outstanding Common Stock on the prior December 31, unless the compensation committee sets a lower or zero increase.

When did the Exodus (EXOD) 2026 Stock Incentive Plan become effective?

The Exodus Movement, Inc. 2026 Stock Incentive Plan became effective on March 19, 2026. Stockholders holding a majority of the voting power approved the plan by written consent, following a definitive information statement mailed to stockholders of record as of February 18, 2026.

Who approved Exodus Movement, Inc. (EXOD)’s 2026 Stock Incentive Plan?

The 2026 Plan was approved by Exodus Movement, Inc.’s Board of Directors, its Compensation Committee, and stockholders holding a majority of the voting power. Stockholder approval was obtained by written consent in lieu of a meeting, as described in a definitive information statement on Schedule 14C.

What types of awards can Exodus (EXOD) grant under the 2026 Plan?

Under the 2026 Stock Incentive Plan, Exodus Movement, Inc. can grant stock options, restricted stock units, and other equity-based awards. These awards may be made to employees, directors, and officers, giving the company flexibility in designing long-term incentive compensation structures.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 143.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB