Exodus Movement (NYSE: EXOD) completes Texas redomestication and updates bylaws

Rhea-AI Filing Summary

Exodus Movement, Inc. has completed a corporate redomestication, converting from a Delaware corporation to a Texas corporation effective December 8, 2025, under a Plan of Conversion approved by holders of a majority of its voting power by written consent. The company now operates as a Texas corporation under the same name, governed by a new Texas charter and bylaws instead of its former Delaware governing documents.

The redomestication left the company’s business, management, assets, liabilities, material contracts, accounting treatment and NYSE American listing for its Class A common stock unchanged, and all Class A and Class B shares converted on a one-for-one basis into equivalent Texas corporation shares. Existing stock certificates, digital common stock tokens, and outstanding equity awards automatically continue to represent or relate to the corresponding Texas shares. The company also adopted updated indemnification agreements for its directors and executive officers, providing for indemnification and expense advancement subject to stated conditions.

Insights

Corporate governance and securities law analyst

Exodus relocates its corporate home to Texas with largely continuity terms.

Exodus Movement, Inc. has shifted its state of incorporation from Delaware to Texas through a Plan of Conversion approved by majority written consent. Legally, this means the company’s internal affairs are now governed by Texas law and new Texas charter and bylaws, replacing the former Delaware governing documents.

The company states that the redomestication does not change its business, management, obligations, assets, liabilities, material contracts or accounting treatment, and that all Class A and Class B shares, digital common stock tokens, and outstanding equity awards convert or continue on a one-for-one, unchanged-terms basis. Its Class A common stock remains listed on NYSE American under the EXOD symbol without trading interruption.

The filing notes that certain stockholder rights changed as a result of the move, with additional detail provided in the referenced information statement and Texas governance documents. The company also replaced prior director and officer indemnification agreements with new Texas-based agreements that provide indemnification and expense advancement, which can influence how personal liability risk is allocated for leadership going forward.

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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): December 08, 2025

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 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 1.01 Entry into a Material Definitive Agreement.

Indemnification Agreements

Exodus Movement, Inc. (the “Company”) entered into indemnification agreements with each of its directors and executive officers (collectively, the “Indemnitees” and, the “Indemnification Agreements”), effective as of December 8, 2025, which replaced and superseded any previous indemnification agreements between the Company and each such individual. The Indemnification Agreements provide for certain indemnification and advancement of expenses by the Company in connection with actions or proceedings arising out of the Indemnitees’ service as directors or officers of the Company or service to other entities at the Company’s request, on the terms and subject to the conditions set forth therein.

The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Shareholders.

On November 7, 2025, stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas (the “Redomestication”) by means of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on November 17, 2025 (the “Information Statement”). Pursuant to the Plan of Conversion, the Company effected the Redomestication on December 8, 2025 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Texas Secretary of State and (iii) a certificate of formation with the Texas Secretary of State (the “Texas Charter”). The Company also adopted new bylaws (the “Texas Bylaws”) to reflect the Redomestication.

Through the adoption of the Plan of Conversion, at the effective time of the Redomestication:

•The Company continues its existence as a Texas corporation (the “Texas Corporation”) and continues to operate its business under the current name ‘‘Exodus Movement, Inc.’’

•The internal affairs of the Company ceased to be governed by Delaware law and are instead governed by Texas law.

•The Company ceased to be governed by its Delaware certificate of incorporation and Delaware bylaws and is instead governed by the provisions of the Texas Charter and the Texas Bylaws.

•The Redomestication did not result in any change in the Company’s business, management, obligations, assets or liabilities (other than as a result of the transaction costs related to the Redomestication).

•Each outstanding share of Class A Common Stock of the Company automatically converted into one outstanding share of Class A Common Stock of the Texas Corporation.

•Each outstanding share of Class B Common Stock of the Company automatically converted into one outstanding share of Class B Common Stock of the Texas Corporation.

•Stockholders of the Company are not required to exchange their existing stock certificates for new share certificates.

•Each common stock token that digitally represented a share of the Company’s Class A Common Stock prior to the Redomestication automatically continued in existence and now digitally represents the corresponding share of Class A Common Stock of the Texas Corporation, with no change to the terms, conditions or functionality of the tokens.

•Each outstanding option, warrant, restricted stock unit or other right to receive, purchase or acquire shares of Class A Common Stock or Class B Common Stock of the Company, as applicable, continues in existence in the form of and automatically became an option, warrant, restricted stock unit or other right to receive, purchase or acquire an equal number of shares of Class A Common Stock or Class B Common Stock of the Texas Corporation, as applicable, under the same terms and conditions.

•The Class A Common Stock of the Texas Corporation resulting from the conversion continues to be traded on NYSE American under the current symbol ‘‘EXOD.’’ The Redomestication did not cause any interruption in the trading of such Class A Common Stock.

•The Redomestication did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication.

•The Redomestication did not have any material accounting implications.

Certain rights of the Company’s stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Texas Charter, and Texas Bylaws, and the effects of the Redomestication, is set forth under “ACTION 2 – TEXAS REDOMESTICATION” of the Information Statement, and the description contained therein is incorporated herein by reference.

The foregoing descriptions of the Plan of Conversion, the Texas Charter and the Texas Bylaws do not purport to be complete and are subject to and qualified in their entirety by the full text of Plan of Conversion, the Texas Charter and the Texas Bylaws, copies of which are attached hereto as Exhibit 2.1, Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit numbers	Description
2.1	Plan of Conversion
3.1	Certificate of Formation of Exodus Movement, Inc.
3.2	Bylaws of Exodus Movement, Inc.
10.1	Form of Indemnification Agreement to be entered into between Exodus Movement, Inc. and its directors and officers
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:	December 10, 2025	By:	/s/ James Gernetzke
			James Gernetzke, Chief Financial Officer

FAQ

What corporate change did Exodus Movement, Inc. (EXOD) announce?

Exodus Movement, Inc. announced that it completed a redomestication, converting from a Delaware corporation to a Texas corporation effective December 8, 2025, under a Plan of Conversion.

How does the Texas redomestication affect EXOD shareholders and their shares?

Each outstanding share of Class A and Class B Common Stock automatically converted into one equivalent share of the Texas corporation, with no need to exchange stock certificates, and the company states that its business, management, assets and liabilities remain unchanged apart from transaction costs.

Did the EXOD redomestication impact trading of Exodus Movement, Inc. Class A Common Stock?

The Class A Common Stock of the Texas corporation continues to trade on NYSE American under the symbol EXOD, and the company states the redomestication did not cause any interruption in trading.

What happens to Exodus Movement, Inc.’s digital common stock tokens after the redomestication?

Each common stock token that previously digitally represented a share of Class A Common Stock of the Delaware corporation now digitally represents the corresponding share of Class A Common Stock of the Texas corporation, with no change to the tokens’ terms, conditions or functionality.

How are EXOD equity awards and other rights affected by the Texas conversion?

Each outstanding option, warrant, restricted stock unit or other right to receive, purchase or acquire Class A or Class B Common Stock continues in existence and became a right to receive, purchase or acquire an equal number of shares of the Texas corporation, under the same terms and conditions.

Did Exodus Movement, Inc. change its bylaws or charter as part of the redomestication?

Yes. The company is now governed by a Texas certificate of formation and new Texas bylaws, which replace its former Delaware certificate of incorporation and bylaws, and these documents may change certain stockholder rights.

What indemnification changes did Exodus Movement, Inc. implement for its directors and officers?

Exodus Movement, Inc. entered into new indemnification agreements with each director and executive officer, replacing prior agreements and providing for indemnification and advancement of expenses in connection with actions or proceedings arising from their service, subject to the terms and conditions of those agreements.