[8-K] Exodus Movement, Inc. Reports Material Event

Rhea-AI Filing Summary

Exodus Movement, Inc. (EXOD) disclosed that on November 17, 2025 it incurred new indebtedness of $60 million under a November 2025 loan term sheet with Galaxy Digital LLC, pursuant to its existing Master Digital Currency Loan Agreement. The company drew the loan proceeds to maintain readiness to deploy capital for potential future strategic transactions.

The loan is denominated in U.S. dollars and secured by Bitcoin pledged as collateral, with an initial collateral level of 150% of the loan amount and margin-call thresholds at 140% and 135%. It carries a 9% annual interest rate and is structured as an evergreen facility that either party can recall or redeliver on 30 days’ notice. The collateral is held with Anchorage Digital Bank, and the lender cannot rehypothecate it, though in a default the lender may take possession of or liquidate the collateral.

Insights

Credit and capital structure analyst

Exodus adds a $60M BTC-backed loan at 9%, expanding capital access but adding secured leverage.

Exodus Movement entered into a new $60 million loan with Galaxy Digital under its Master Digital Currency Loan Agreement. The borrowing is in U.S. dollars but secured by Bitcoin, giving the company liquidity in fiat while using digital assets as collateral. The stated purpose is to maintain readiness for potential future strategic transactions, which suggests a focus on having capital available when opportunities arise.

The loan bears a 9% per annum interest rate and requires an initial collateral level of 150% of the loan amount, with margin-call thresholds at 140% and 135%. This means adverse Bitcoin price movements could require additional collateral to be posted, or trigger remedies. The facility is evergreen with a 30-day recall or redelivery option for either party, so the outstanding balance can change over time depending on decisions by the company and the lender.

Collateral is custodied at Anchorage Digital Bank and is not subject to rehypothecation by the lender, which limits reuse of the pledged Bitcoin. However, in an event of default or termination, the lender may take possession of or liquidate the collateral under customary remedies. Subsequent SEC filings may provide more detail on how this borrowing interacts with the company’s broader balance sheet and any strategic transactions it may pursue.

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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): November 17, 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. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 17, 2025, the Company incurred indebtedness in the principal amount of $60 million (the “November 2025 Loan”) pursuant to a loan term sheet executed under its Master Digital Currency Loan Agreement (the “Digital Currency Loan Agreement”) with Galaxy Digital LLC (the “Lender”). The Company drew down the proceeds of the November 2025 Loan to maintain readiness to deploy capital in connection with potential future strategic transactions.

The November 2025 Loan is denominated in U.S. Dollars and secured by Bitcoin (BTC) pledged as collateral. The loan bears interest at a rate of 9% per annum and is structured as an evergreen facility with a 30-day recall or redelivery option available to either party in accordance with the terms of the Digital Currency Loan Agreement. The initial collateral level is 150% of the loan amount, subject to margin-call thresholds of 140% and 135% as set forth in the applicable term sheet. The collateral is custodied with Anchorage Digital Bank, and the November 2025 Loan is not subject to rehypothecation by the Lender.

Under the Digital Currency Loan Agreement, the Company may be required to post additional collateral if the value of the pledged Bitcoin falls below the applicable margin thresholds. In the event of default or termination, the Lender may exercise customary remedies, including taking possession of or liquidating collateral. The Digital Currency Loan Agreement was previously described in, and filed as Exhibit 10.1 to, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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 21, 2025	By:	/s/ James Gernetzke
			James Gernetzke, Chief Financial Officer

FAQ

What did Exodus Movement (EXOD) announce in this 8-K?

Exodus Movement reported that on November 17, 2025 it incurred new indebtedness of $60 million through a loan with Galaxy Digital LLC under its Master Digital Currency Loan Agreement.

What are the key terms of Exodus Movements new $60 million loan?

The loan is denominated in U.S. dollars, bears 9% annual interest, is secured by Bitcoin collateral at an initial 150% collateral level with 140% and 135% margin-call thresholds, and is structured as an evergreen facility with a 30-day recall or redelivery option for either party.

Why did Exodus Movement take the November 2025 $60 million loan?

Exodus stated it drew the $60 million November 2025 Loan to maintain readiness to deploy capital in connection with potential future strategic transactions.

How is the Bitcoin collateral for Exodus Movements loan handled?

The Bitcoin pledged as collateral is held with Anchorage Digital Bank, and the loan is not subject to rehypothecation by Galaxy Digital, meaning the lender may not re-use the pledged collateral, though it may take possession of or liquidate it upon default or termination.

What happens if the value of Exodus Movements Bitcoin collateral falls?

If the value of the pledged Bitcoin drops below the 140% or 135% margin thresholds specified in the term sheet, Exodus may be required to post additional collateral, and the lender has customary remedies, including taking possession of or liquidating collateral in the event of default or termination.

Which agreement governs Exodus Movements November 2025 Loan with Galaxy Digital?

The loan is governed by Exodus Movements Master Digital Currency Loan Agreement with Galaxy Digital, which was previously described in and filed as Exhibit 10.1 to its Form 10-Q for the quarter ended September 30, 2025.