Exodus Movement, Inc.

On November 24, 2025, as disclosed in the Form 8-K filed on the same date, Exodus Movement, Inc. (the "Company") entered into a Stock Purchase Agreement (the "2025 Stock Purchase Agreement") with W3C Corp. ("W3C") and Garth Howat ("Howat"), pursuant to which the Company agreed to acquire from Howat all of the issued and outstanding shares of capital stock of W3C. W3C and its subsidiaries include Monavate Holdings Limited, Monavate Ltd, Baanx.com Ltd and Baanx US Corp.

Concurrent with the execution of the 2025 Stock Purchase Agreement, the Company entered into a secured promissory note with Howat in a principal amount of $10 million, and made available to W3C a term loan facility in the principal amount of $60 million and a delayed-draw term loan facility in the principal amount of $10 million (together, the "W3C Loans"). The W3C Loans were secured by, among other things, the outstanding shares of Monavate Holdings Limited and Baanx.com Ltd, and were governed by English law.

On April 13, 2026, the Company filed suit in the Delaware Court of Chancery to compel W3C and Howat to comply with their obligations under the 2025 Stock Purchase Agreement. The Company also declared the W3C Loans to be payable on demand and exercised its rights under the related loan security.

On April 27, 2026, the Company demanded immediate repayment of the W3C Loans. When W3C failed to repay the W3C Loans, the Company exercised its contractual right to appoint Receivers in the United Kingdom to take control of the shares of Monavate Holdings Limited and Baanx.com Ltd.

On May 1, 2026, the Company acquired the outstanding shares of Monavate Holdings Limited and Baanx.com Ltd from the Receivers for a purchase price of $76,273,333.30, which is the exact amount of principal and interest outstanding on the W3C Loans, as of April 30, 2026. The Company discharged this purchase price by netting off and treating as discharged the W3C Loans.