Exodus Movement, Inc.

13. Variable Interest Entity

In November 2025, the Company entered into a definitive agreement to acquire W3C (the "Purchase Agreement"). W3C is a Delaware corporation that serves as a holding company for Monavate Holdings Limited (“Monavate”) and Baanx.com Ltd. (“Baanx”), and their respective subsidiaries (collectively, the "W3C Group"). As of March 31, 2026, W3C owned and operated the Monavate and Baanx businesses, and the acquisition of the W3C Group had not closed as of March 31, 2026 and remained subject to ongoing litigation (see "Note 10 - Commitments and Contingencies - Legal Proceedings"). As described in "Note 15 - Subsequent Events," the Company subsequently acquired certain entities and assets associated with the W3C Group on April 30, 2026 and May 1, 2026, and the original Purchase Agreement was terminated. In connection with the proposed acquisition, the Company entered into three financing arrangements with W3C consisting of: (i) a term loan facility of $60.0 million; (ii) a delayed draw term loan facility of $10.0 million and (iii) a seller promissory note of $10.0 million. For further details on these arrangements, refer to "Note 5 – Loans Receivable, Net" and "Note 15 – Subsequent Events".

The Company's maximum exposure to loss was $85.6 million and represents the carrying values of loan receivables and related capitalized and accrued interest recorded in the Company’s condensed consolidated balance sheets as of March 31, 2026. The Company does not have any contractual requirement to provide additional financial support to W3C beyond amounts currently funded and has not provided any financial support to W3C during the three months ended March 31, 2026.