Exodus Movement SEC Filings

Exodus Movement, Inc. filed a current report to announce that on December 9, 2025 it issued a press release discussing selected digital asset holdings along with user and exchange provider processed volume. The press release is furnished as Exhibit 99.1 and is provided under Regulation FD to share this operational information with the market. The company notes that this information, including Exhibit 99.1, is furnished rather than filed under the Exchange Act, which limits how it is incorporated into other securities law filings.

Exodus Movement, Inc. filed a current report to announce that on December 9, 2025 it issued a press release discussing selected digital asset holdings along with user and exchange provider processed volume. The press release is furnished as Exhibit 99.1 and is provided under Regulation FD to share this operational information with the market. The company notes that this information, including Exhibit 99.1, is furnished rather than filed under the Exchange Act, which limits how it is incorporated into other securities law filings.

Exodus Movement, Inc. reported that its Chief Executive Officer, who is also a director and 10% owner, had 10,470 shares of Class A common stock withheld on 12/01/2025. The transaction is coded "F", meaning the shares were withheld by the company to cover tax obligations tied to vesting restricted stock units (RSUs), at a reference price of $16.52 per share.

After this tax-withholding event, the executive beneficially owns 854,431 shares of Class A common stock. This amount includes RSUs granted on several dates from January 2022 through May 2025, which vest in equal monthly installments through dates ranging from January 1, 2026 to January 1, 2029, with each RSU convertible into one share upon settlement.

Exodus Movement, Inc. reported a Form 4 for its Chief Financial Officer, James Gernetzke, detailing an equity award event on 12/01/2025. In connection with the vesting and settlement of previously granted restricted stock units (RSUs), the company withheld 5,224 shares of Class A common stock to cover tax withholding obligations, at a price equal to the stock price on the vesting date of $16.52 per share.

After this withholding, Gernetzke beneficially owns 428,947 shares of Class A common stock, including RSUs. These RSUs include 763 units granted on January 5, 2022 vesting monthly through January 1, 2026; 84,636 units granted on January 1, 2023 vesting monthly through January 1, 2027; 79,883 units granted on March 13, 2024 vesting monthly through January 1, 2028; and 48,331 units granted on May 21, 2025 vesting monthly through January 1, 2029. Each RSU converts into one share upon settlement.

Exodus Movement, Inc. director, officer and 10% owner Daniel Castagnoli reported an automatic share withholding tied to restricted stock units (RSUs). On 12/01/2025, the company withheld 9,878 shares of Class A common stock to cover tax obligations upon RSU vesting, at a reference price of $16.52 per share. After this transaction, Castagnoli beneficially owned 774,173 securities, including multiple RSU grants that vest monthly through dates ranging from January 1, 2026 to January 1, 2029. Each RSU represents the right to receive one share of Class A common stock upon settlement.

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.

Exodus Movement, Inc. agreed to acquire W3C Corp., whose businesses include Monavate and Baanx, for aggregate cash consideration of approximately $175 million, subject to customary purchase price adjustments. Monavate provides payments solutions for fintech, Web3 and global enterprises, while Baanx offers non-custodial cards and B2B2C digital asset services.

A portion of the price, about $32.9 million, will fund transaction-related bonuses for key personnel, with roughly $16.0 million structured as 12‑month retention awards tied to continued employment. Exodus plans to fund the deal with cash on hand and financing under its credit facility with Galaxy Digital, which is secured by its Bitcoin holdings.

Closing is expected in 2026, subject to regulatory and other customary conditions, including approvals from the U.K. Financial Conduct Authority and the Bank of Latvia, and it may be terminated if not completed by an August 18, 2026 outside date (subject to a possible 90‑day extension). Exodus also put in place a $10 million secured loan to the seller that will be netted against the purchase price at closing, and a separate loan agreement providing the target with a $60 million term facility and a $10 million delayed‑draw facility, both secured by the target’s assets.

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.

Exodus Movement, Inc. has obtained written consents from holders of approximately 92.3% of the voting power to approve two key actions: a charter amendment affecting dividend treatment and a redomestication from Delaware to Texas by conversion.

The charter change allows dividends or other distributions to be paid only on Class A Common Stock, while Class B holders are deemed treated equally per share for any Board-approved distribution paid solely to Class A. The Board notes Exodus holds over 2,100 BTC and is exploring paying dividends in Bitcoin on Class A shares. The company also plans to complete the Texas redomestication on or about December 8, 2025, with appraisal rights available only for eligible Class B holders who follow Section 262 procedures.

Exodus Movement (EXOD) Chief Security Officer Gerardo Di Giacomo filed a Form 4 reporting an award of 16,064 restricted stock units (RSUs) on 11/07/2025 at $0. Following the transaction, he beneficially owned 79,708 shares. The RSUs vest with one-quarter on 06/01/2026 and the remaining three-quarters in 36 equal monthly installments from 07/01/2026 through 06/01/2029. Each RSU represents the right to receive one share of Class A common stock upon settlement.

Exodus Movement (EXOD) Chief Security Officer Gerardo Di Giacomo filed a Form 4 reporting an award of 16,064 restricted stock units (RSUs) on 11/07/2025 at $0. Following the transaction, he beneficially owned 79,708 shares. The RSUs vest with one-quarter on 06/01/2026 and the remaining three-quarters in 36 equal monthly installments from 07/01/2026 through 06/01/2029. Each RSU represents the right to receive one share of Class A common stock upon settlement.

Exodus Movement (EXOD) reported strong Q3 results. Revenue rose to $30.3 million from $20.1 million a year ago, and net income increased to $17.0 million from $0.8 million. Diluted EPS was $0.53 per Class A and Class B share. For the first nine months, revenue reached $92.2 million versus $71.5 million, with net income of $41.8 million.

Results reflected higher exchange activity and a net gain on digital assets of $21.0 million in the quarter. Cash and cash equivalents were $50.5 million, and digital assets at fair value were $263.9 million, including $242.4 million of Bitcoin. Operating cash flow was $(16.2) million year‑to‑date, reflecting non‑cash items and settlements in digital assets and USDC. Monthly Active Users were 1.5 million; Quarterly Funded Users were 1.8 million.

Exodus recorded a proposed OFAC settlement with a $2.47 million civil penalty and a $0.63 million commitment to sanctions compliance controls. Subsequent events include: the ability for Class A holders to tokenize shares on Solana beginning October 20, 2025; an asset purchase agreement for approximately $3.0 million (half cash, half stock); and a master loan agreement with Galaxy Digital with no borrowings to date.

Exodus Movement (EXOD) reported strong Q3 results. Revenue rose to $30.3 million from $20.1 million a year ago, and net income increased to $17.0 million from $0.8 million. Diluted EPS was $0.53 per Class A and Class B share. For the first nine months, revenue reached $92.2 million versus $71.5 million, with net income of $41.8 million.

Results reflected higher exchange activity and a net gain on digital assets of $21.0 million in the quarter. Cash and cash equivalents were $50.5 million, and digital assets at fair value were $263.9 million, including $242.4 million of Bitcoin. Operating cash flow was $(16.2) million year‑to‑date, reflecting non‑cash items and settlements in digital assets and USDC. Monthly Active Users were 1.5 million; Quarterly Funded Users were 1.8 million.

Exodus recorded a proposed OFAC settlement with a $2.47 million civil penalty and a $0.63 million commitment to sanctions compliance controls. Subsequent events include: the ability for Class A holders to tokenize shares on Solana beginning October 20, 2025; an asset purchase agreement for approximately $3.0 million (half cash, half stock); and a master loan agreement with Galaxy Digital with no borrowings to date.