Exodus Movement, Inc.
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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FY2025 · Filed Mar 11, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The following information required under this item is filed as part of this report:
| (a)(1) | Financial Statements. | |
|---|---|---|
| Document: | ||
| (i) | Report of Independent Registered Public Accounting Firm | |
| (ii) | Consolidated Balance Sheets as of December 31, 2025 and 2024 | |
| (iii) | Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2025 and 2024 | |
| (iv) | Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025 and 2024 | |
| (v) | Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | |
| (vi) | Notes to Consolidated Financial Statements | |
Exhibits
| Exhibit Number | Description | SEC Document Reference |
| 2.1 | Plan of Conversion | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on December 10, 2025. |
| 3.1 | Amended and Restated Certificate of Incorporation of Exodus Movement, Inc. | Incorporated by reference to Exhibit 3.1 to the Company’s Form 10 filed on February 28, 2024. |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exodus Movement, Inc., dated July 14, 2025 | Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on August 11, 2025. |
| 3.3 | Certificate of Formation of Exodus Movement, Inc. | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 10, 2025. |
| 3.4 | Bylaws of Exodus Movement, Inc. | Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on December 10, 2025. |
| 4.1 | Description of the Registrant’s Capital Stock | Filed herewith |
| 10.1† | Exodus Movement, Inc. 2019 Equity Incentive Plan of Exodus Movement, Inc. | Incorporated by reference to Exhibit 6.1 to the Company’s Form 1-A filed April 8, 2021. |
| 10.2 | Amended form of API Agreement (U.S. Crypto-to-Crypto Exchanges). | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10 filed on February 28, 2024. |
| 10.3 | Form of API Agreement (International Crypto-to-Crypto Exchanges) | Incorporated by reference to Exhibit 6.3 to the Company’s Form 1-A filed April 8, 2021. |
| 10.4 | Platform Services, Transfer Agent and Registrar Agreement, dated as of December 23, 2020, by and between Securitize LLC. and Exodus Movement, Inc. | Incorporated by reference to Exhibit 6.5 to the Company’s Form 1-A filed April 8, 2021. |
| 10.5 | Order Form 2, dated as of January 14, 2021, by and between Securitize LLC and Exodus Movement, Inc. | Incorporated by reference to Exhibit 6.6 to the Company’s Form 1-A filed April 8, 2021. |
| 10.6 | Amendment No. 6 to the Platform Services, Transfer Agent and Registrar Agreement | Filed herewith |
| 10.7 | Digital Transfer Agency Agreement, dated August 8, 2025, by and between Exodus Movement, Inc., and Superstate Services LLC | Filed herewith |
| 10.8 | Master Digital Currency Loan Agreement, dated November 5, 2025, by and among Exodus Movement, Inc. and Galaxy Digital LLC | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 10, 2025. |
| 10.9 | Stock Purchase Agreement, dated as of November 24, 2025, by and among Exodus Movement, Inc., W3C Corp., and Garth Howat | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 24, 2025. |
| 10.10 | Secured Promissory Note (Pre-Closing Seller Loan), dated as of November 18, 2025, between Exodus Movement, Inc. and Garth Howat | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on November 24, 2025. |
| 10.11 | Loan Agreement (Term Facility and Delayed-Draw Term Facility), dated as of November 18, 2025, between, among others, Exodus Movement, Inc. as Lender and W3C Corp as Borrower | Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on November 24, 2025. |
| 10.12 | Form of Indemnification Agreement to be entered into between Exodus Movement, Inc. and its directors and officers | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 10, 2025. |
| 10.13† | Exodus Movement, Inc. Amended 2021 Equity Incentive Plan. | Filed herewith. |
| 10.14† | Form of Restricted Stock Unit Award Agreement under the Exodus Movement, Inc. 2021 Equity Incentive Plan. | Incorporated by reference to Exhibit 10.7 to the Company’s Form 10 filed on February 28, 2024. |
| 10.15† | Form of Restricted Stock Unit Award Agreement under the Exodus Movement, Inc. 2021 Equity Incentive Plan. | Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K filed on March 6, 2025. |
| 10.16† | Director Offer Letter, dated as of August 10, 2023, by and between Exodus Movement, Inc. and Margaret Knight. | Incorporated by reference to Exhibit 10.9 to the Company’s Form 10 filed on February 28, 2024. |
| 10.17† | Director Offer Letter, dated as of January 26, 2024, by and between Exodus Movement, Inc. and Carol MacKinlay. | Incorporated by reference to Exhibit 10.10 to the Company’s Form 10 filed on February 28, 2024. |
| 10.18† | Director Offer Letter, dated as of January 24, 2024, by and between Exodus Movement, Inc. and Tyler Skelton. | Incorporated by reference to Exhibit 10.11 to the Company’s Form 10 filed on February 28, 2024. |
| 10.19† | Offer Letter, dated April 15, 2025, by and between Exodus Movement, Inc and Gerardo Di Giacomo | Filed herewith. |
| 10.20† | Offer Letter, dated March 15, 2019, by and between Exodus Movement, Inc and James Gernetzke. | Filed herewith. |
| 19.1 | Insider Trading Policy | Incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K filed on March 6, 2025. |
| 21.1 | Subsidiaries of the Registrant | Filed herewith. |
| 23.1 | Consent of Deloitte & Touche LLP. | Filed herewith. |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | Furnished herewith. |
| 32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | Furnished herewith. |
| 97 | Policy on Recoupment of Incentive Compensation | Incorporated by reference to Exhibit 97 to the Company’s Form 10-K filed on March 6, 2025. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
†Indicates a management contract or compensatory plan.
Portions of this exhibit indicated by [**] have been omitted from this public filing as they are not material and would
be competitively harmful if disclosed).
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