Exodus Movement Inc

Item 5. Other Information

In April 2024, following months of constructive dialogue with the United Kingdom’s ("UK") Financial Conduct Authority (“FCA”), the FCA removed the Company from its Warning List. This action by the FCA was the culmination of months of productive discussion pursuant to which the Company worked diligently and transparently with the FCA to respond to questions and address concerns. As previously disclosed, in 2023 the FCA enacted new rules relating to how digital assets can be marketed to consumers in the UK and although at the time the Company believed it was in compliance with those new rules, in November 2023 it was previously placed on the FCA’s Warning List.

On May 7, 2024, our Board of Directors adopted resolutions pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”) approving the ratification of (i) the grant of certain restricted stock units, on the vesting schedules and on the dates set forth on Exhibit 99.1 attached hereto and on the form of Restricted Stock Unit Award Agreement filed with our Form 10 on February 28, 2024 (the “RSUs”) and (ii) the issuances of certain shares of Common Stock upon the settlement of certain of the RSUs in the number of shares and on the dates set forth on Exhibit 99.1 (the “RSU Shares”), which constitute defective corporate acts under Section 204 of the DGCL. The RSU grants suffered from the following failure of authorization: the RSUs were not approved in accordance with Section 157 of the DGCL, including because the Board’s delegation of authority to the Incentive Plan Committee to grant awards under our 2021 Equity Incentive Plan exceeded the authority that may be delegated to a person or body other than the Board under Section 157 of the DGCL as in effect from time to time, and our records do not confirm that our Board otherwise approved the grants of the RSUs and the terms and provisions of the RSUs (including the terms of any award agreements entered into with respect thereto) in accordance with the DGCL (including Sections 152, 153 and/or 157 thereof). The RSU Share issuances suffered from the following failures of authorization: the RSU Shares were purportedly issued upon the settlement of RSUs, which RSUs may not have been validly granted, and our records do not confirm that our Board otherwise approved the issuance of the RSU Shares in accordance with the DGCL (including Sections 152, 153 and/or 157 thereof). The public filing of this document with the Securities and Exchange Commission constitutes the notice required to be given under Section 204 of the DGCL in connection with the ratification described above. As a result of this ratification, any claim that these defective corporate acts are void or voidable due to the failure of authorization described above, or that the Delaware Court of Chancery should declare in its discretion that this ratification not be effective or be effective only on certain conditions, must be brought within 120 days from May 15, 2024, which is the date on which this document is being publicly filed with the Securities and Exchange Commission.

During the three months ended March 31, 2024, no director or Section 16 officer adopted orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.