Exodus Movement, Inc.

11. Stockholders' Equity

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled toone vote per share. Each share of Class B common stock is entitled toten votes per share and is convertible intoone share of Class A common stock.

Since October 2025, holders of our Class A common stock have the ability to tokenize their shares on the Solana blockchain through our co-transfer agent, Superstate. The tokenized common stock is recorded and maintained by the co-transfer agent and represents the same ownership interests as the corresponding shares of Class A common stock reflected in the Company’s official share register.

Stock-Based Compensation

Options and Equity Grants Issued

In September 2019, the Company adopted the 2019 Equity Incentive Plan (the "2019 Plan") which permitted the Company to grant non-statutory stock options, incentive stock options, and other equity awards to Exodus team members, directors, and consultants. The 2019 Plan authorized grants to issue up to 3,000,000 options (prior to the 2021 Equity Incentive Plan) that are convertible into shares of authorized but unissued Class B common stock. As of September 30, 2026, there were 521,885 shares of Class B common stock options outstanding in the 2019 Plan.

In August 2021, the Company adopted the 2021 Equity Incentive Plan, as amended and restated in December 2025 (the "2021 Plan"). Upon the approval of the 2021 Plan, the Company can no longer grant non-statutory stock options, incentive stock options, or other equity awards to Exodus team members, directors, or consultants under the 2019 Plan. The 2021 Plan permitted the Company to grant non-statutory stock options, incentive stock options and other equity awards, such as restricted stock awards, to Exodus team members, directors, and consultants. The 2021 Plan authorized grants to issue up to 8,116,406 (prior to the adoption of the 2026 Equity Incentive Plan) awards convertible into shares of authorized but unissued Class A common stock.

In March 2026, the Company adopted the 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan serves as the successor to the 2021 Plan and provides for the issuance of non-statutory stock options, incentive stock options and other equity awards, including restricted stock units, to team members, directors, and consultants of the Company. The exercise price for options issued under the 2026 Plan is determined by the Compensation Committee of the board of directors, but will be (i) in the case of an incentive stock option granted to a team member who owns stock representing more than 10% of the voting power of all classes of stock of the Company, no less than 110% of the fair market value per share on the date of grant (the "Incentive Stock Options"), or (ii) for all other awards, no less than 100% of the fair market value per share on the date of grant. The contractual term of options issued under the 2026 Plan is generally 10 years, except that the Incentive Stock Options may not have a term longer than five years. During the nine months ended September 30, 2026, the Company began granting options to purchase Class A common stock under the 2026 Plan. As of September 30, 2026,26,190 options were outstanding under the 2026 Plan.

The 2026 Plan initially authorized 4,280,000 shares of Class A common stock for issuance and provides that the Company may increase the number of shares available for issuance on January 1 of each year beginning in 2027 and ending in 2036 by an amount equal to 5% of the Company’s outstanding common stock. Shares subject to awards under the 2026 Plan that are not issued or are withheld to satisfy exercise prices or tax withholding obligations are returned to the share reserve and become available for future issuance. The number of shares reserved under the 2026 Plan also includes shares that became available from the Company's predecessor equity incentive plans as a result of award forfeitures. As of September 30, 2026, a total of 4,991,448 shares of Class A common stock were reserved for issuance under the 2026 Plan. As of September 30, 2026, a total of 1,346,913 restricted stock units (“RSUs”) were authorized and outstanding with a fair value of $9.7 million.

Upon the approval of the 2026 Plan, the Company can no longer grant non-statutory stock options, incentive stock options, or other equity awards to Exodus team members, directors, or consultants under the 2021 Plan.

The terms of our share-based compensation are governed by the plan pursuant to which such awards were issued.

The following table summarizes stock option activities for the nine months ended September 30, 2026:

The following table summarizes RSU activities for the nine months ended September 30, 2026:

Stock-based compensation is recorded on the Company’s condensed consolidated statements of operations and comprehensive (loss) income as follows:

As of September 30, 2026, total unrecognized stock-based compensation expense was $6.5 million. This compensation is expected to be recognized over a weighted-average period of 0.7 years.