Exodus Movement, Inc.

Unless the context requires otherwise, in this Annual Report on Form 10-K ("report"), the terms “we,” “us,” “our,” the

“Company,” and “Exodus” refer to Exodus Movement, Inc. and itswholly-owned subsidiaries, Proper Trust AG, 3ZERO,

LLC ("3ZERO"), XO Italia S.R.L., Osmium, LLC, Osmium Europe B.V., Osmium Canada LTD and Osmium AU PTY

LTD. Additionally, references to our “Board” refer to the board of directors of Exodus Movement, Inc. Unless the context

otherwise requires, references to “common stock” refer to our Class A common stock and our Class B common stock,

coll ectively.

Our Company

We launched Exodus in 2015 and incorporated in Delaware in 2016 to create a wallet that enables users to securely control

and manage digital assets in an easy and straightforward way, without compromising users’ privacy or the security of their

digital assets. Exodus’ mission is to empower wallet users (“users”) to control their wealth through an un-hosted self-

custodial platform (the “Exodus Platform”) that provides access to the world of decentralized finance and the power of

blockchain. On desktop and mobile devices alike, Exodus delivers a simple, elegant, and intuitive experience where users

can send, receive and store over 700,000 digital assets. Depending on availability and jurisdiction, users can also access the

services offered and performed by various independent, third-party application programming interface (“API”) providers

(“API Providers”), which include digital asset exchanging, fiat onboarding and staking for over 30,000 digital assets. In

addition, the Exodus Platform integrates other third-party applications (“apps”), such as news apps.

We aim to enable our users to leverage the power of digital assets in an easy and straightforward way, without

compromising their privacy or the security of their digital assets. Management believes we accomplish our vision by:

•creating a platform designed for our users to retain full control over the digital assets held in their Exodus wallet

by encrypting the private keys locally on our users’ personal devices (private key data is not retained by Exodus);

•streamlining our users’ setup process by offering a range of self-custodial wallet options to hold users’ private

keys (including hot and cold wallets);

•providing quick access to the services offered and performed by our third-party API Providers;

•hosting and maintaining our own robust server infrastructure to help enable maximum uptime for all digital

assets on our platform;

•integrating third-party apps seamlessly into our highly functional platform to provide our users with access to a

rich ecosystem of ways to use and manage their digital assets, as well as providing us with potential additional

avenues for monetizing our platform; and

•providing timely support for users of our platform.

Exodus was founded by Jon Paul Richardson, our CEO and Chairperson of our Board, and Daniel Castagnoli, the President

of our wholly-owned subsidiary, 3ZERO, and a member of our Board, and was incorporated in Delaware in July 2016. On

December 8, 2025, the Company effected the redomestication of the Company from the State of Delaware to the State of

Texas. As of December 31, 2025, Messrs. Richardson and Castagnoli together control approximately 93% of the voting

power of our outstanding common stock, and holders of our Class B common stock collectively control 95% of the voting

power of our outstanding common stock. As a result, we are considered a “controlled company” within the meaning of the

corporate governance standards of the NYSE American LLC (the “NYSE American”), the national exchange on which we

list our Class A common stock, as described further in “Item 1A. Risk Factors – Risks Related to Ownership of Our Class

A Common Stock - We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions

from certain corporate governance requirements.”

Gratitud Interna Ltd.

On November 10, 2025, we acquired substantially all of the assets of Gratitud Interna Ltd., a Latin American crypto

payments platform. The purchase price was $2.7 million, of which $1.5 million, excluding transaction costs, was paid in

cash and $1.2 million was delivered in newly issued Class A shares. This asset purchase expanded our payments

capabilities by adding technology in development, an assembled workforce, and a trade name supporting crypto-based

merchant transactions in the Latin America market.

W3C Corp. ("W3C")

On November 24, 2025, the Company entered into a Stock Purchase Agreement to acquire 100% of the outstanding equity

interests of W3C and its subsidiaries for aggregate cash consideration of approximately $175 million, subject to customary

adjustments. W3C and its subsidiaries include Monavate Holdings Ltd. and its subsidiaries (collectively, “Monavate”) and

Baanx.com Ltd. and Baanx US Corp (collectively, “Baanx”). Monavate is a global leader in payment solutions for

Financial Technology (“FinTech”), Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards

and Business-to-Business-to-Consumer digital asset services. Upon the closing of the acquisition, we plan to enter the

arena of on-chain payments to become one of the few self-custodial wallets to control the end-to-end payments experience,

from wallets to cards. The transaction is expected to close in 2026.

Our Industry

We operate in the FinTech subsector of the greater blockchain and digital asset industry. The following are descriptions of

key technologies used in our industry:

Blockchain Technology—Blockchain technology utilizes an open, distributed ledger managed by a peer-to-peer network

to record transactions between parties linked to the blockchain. The Bitcoin blockchain, and other blockchains such as

those of Ethereum and Litecoin, can be thought of as public record books of digital asset transactions. These record books

are “decentralized” in that they are copied and stored across a network of computers around the world.

For example, the Ethereum Blockchain is a distributed public blockchain network focused on running the programming

code of decentralized applications. These decentralized applications use self-executing contracts, also known as smart

contracts, to seamlessly facilitate activities on the Ethereum Blockchain. The smart contracts on the Ethereum Blockchain

are powered by Ether, the Ethereum Blockchain’s native digital asset, which is also traded as a cryptocurrency.

Accessing multiple blockchains and decentralized applications typically requires downloading complicated software

specific to each blockchain and requires configuration decisions executed by technically skilled specialists. Methods of

storing and leveraging digital assets are fragmented across multiple platforms compared to a traditional single hub. As a

result, blockchain technology has a reputation of being difficult to access and use, and many of the current options for

managing digital assets do not provide integrated or seamless solutions. Exodus and the API Providers Exodus contracts

with allow users to access multiple blockchains through the API Providers’ platform.

Digital Assets—Digital assets include assets that are digitally represented on the blockchain such as tokens, non-fungible

tokens (“NFTs”) and cryptocurrencies.

Cryptocurrency—A cryptocurrency is a type of digital asset that exists on a particular blockchain and can be moved from

one party to another party on that blockchain. On the Exodus Platform, cryptocurrency is held directly by its owners and is

immediately transferable, subject to applicable jurisdictional law.

There are five primary categories of cryptocurrency:

1. Store of value or “payment” cryptocurrencies: Store of value or “payment” cryptocurrencies are primarily used to

pay for goods and services and are often considered a substitute for gold, cash or other forms of electronic

payment. Merchants have begun to accept these types of cryptocurrencies as payment, although overall adoption

for retail and commercial services is currently limited and the cryptocurrency is often converted to a fiat

currency, such as the U.S. dollar, immediately upon acceptance by the merchant. Examples of store of value and

payment cryptocurrencies are Bitcoin and Litecoin;

2. Cryptocurrencies that are part of blockchain economies: Cryptocurrencies that comprise part of a blockchain

economy or blockchain platform and typically have more functionality than a payment currency. Blockchain

economies or platforms permit the use of the cryptocurrency to create other digital assets or tokens, run

decentralized applications on the blockchain platform, and build various types of functionality and features on

the blockchain platform. Examples of cryptocurrencies that are part of blockchain economies include Ether

(“ETH”), EOS and TRON;

3. Privacy Coins: Privacy coins are cryptocurrencies created to focus on privacy and security. Privacy coin

transaction details are typically encrypted, so that only the sender and receiver of the coins know how many

coins were involved in the transaction. In addition, the balance of a privacy coin wallet is known only to the

owner of the wallet and cannot be viewed on the public blockchain record. An example of a privacy coin is

Monero. While privacy coins may be beneficial to some, for example, individuals making donations that involve

privacy concerns, the anonymity of privacy coins has led some jurisdictions to ban them in an effort to limit

potential future use, illicit financing and other criminal activity. See “Item 1A. Risk Factors – Risks Related to

Our Business – Our platform or our API Providers’ platforms may be exploited to facilitate illegal activity such

as fraud, money laundering, gambling, tax evasion, and scams, which could adversely affect our business.”;

4. Utility Tokens: Utility tokens are digital tokens run on a blockchain platform that are used solely to “pay for” or

“power” products or services on that specific platform. Examples of utility tokens include Golem and Basic

Attention Token; and

5. Stablecoins: Stablecoins are cryptocurrencies whose value is connected to an asset that is not expected to

significantly fluctuate in value. Different stablecoins have adopted different methods of stabilization. Examples

of stablecoins are U.S. Dollar Coin (“USDC”), Tether ("USDT"), anddai. While stablecoins are meant to

maintain a stable value, stablecoins are not risk-free and are not immune to fluctuations in price. A range of

factors may cause stablecoins to depeg from the pegged value, including supply and demand, market volatility,

market confidence and adoption, liquidity risk and technology risk. As a result, the possibility still exists for

stablecoins to fluctuate significantly in value over time, particularly where those stablecoins are connected to fiat

currencies that experience fluctuations, such as the decreasing value of the U.S. dollar due to inflation.

Each cryptocurrency is stored on a particular blockchain. The blockchain used by each cryptocurrency keeps a record of

the blockchain address and the amount of cryptocurrency held at a particular address. A private key is required to access

the cryptocurrency held at any single address.

Private and Public Keys—Digital asset “keys” enable users to manage digital assets on the blockchain. All transactions

occurring on the blockchain are available for anyone to see. There are two types of keys: public keys and private keys.

Transactions are identified publicly by the participants’ public keys, and participants use their private keys to verify their

identity as the rightful owner of the assets associated with their public keys.

•Public keys: A public key is an address that can be used to send and receive digital assets – it is analogous to

an email address. Public keys identify a particular blockchain address, but do not enable that address to be

unlocked. Instead, public keys act like a mailing address. If you want to receive a digital asset, you must

provide the other party with a public key.

•Private keys: A private key is a code that allows the owner to access digital assets located at a particular

blockchain and manage the digital assets associated with the public key – it is analogous to a password. If the

holder of the digital assets loses or shares a private key, the holder’s digital assets are at risk.

Key Management Solutions: Custodial vs. Self-Custodial—The person or entity that holds the private key for a public

wallet address controls the assets stored in that wallet. Private key management solutions generally fall into two broad

categories: custodial and self-custodial.

Within a custodial key management structure, a company or platform generates the private keys for their users’ wallets and

administers any and all digital assets sent to the addresses tied to those private keys. Custodial key management solutions

become custodians of their users’ digital assets and in that respect are extremely similar to centralized banks.

Self-custodial key management is a solution in which a person or entity generates and secures their own private keys, using

software or other means, and administers all digital assets that are sent to the address tied to those private keys. Self-

custodial key management solutions are not custodians of digital assets in their users’ wallet, but are merely repositories for

the digital assets, similar to the way a physical safe or leather wallet provides a means for people to secure their own

wealth. Users are solely responsible for securing the digital assets and the associated cryptographic key information and

protecting them from loss, theft or other misuse. See “Item 1A. Risk Factors – Risks to Our Business – Our platform or our

API Providers’ platforms may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax

evasion, and scams, which could adversely affect our business.”

While the majority of people use custodial key management solutions, we believe that custodial key management solutions

serve merely as a temporary bridge between traditional institutionalized financial systems and the financial freedom offered

by complete self-custodial control over one’s digital assets.

Blockchain-based Financial Technology—Although the traditional banking system does offer protection against theft

through devices such as Federal Deposit Insurance Corporation (“FDIC”) insurance in the United States, banks are

typically subject to regulations that provides governmental entities with the ability to freeze or take control of a customer’s

bank assets.

Self-custodial holding of digital assets offers consumers a payment option that does not rely on the traditional banking

system. We believe that as more people begin to hold digital assets, they will look for new ways to interact with their

digital assets. We believe that digital assets have significant advantages over traditional fiat currency, particularly when

used on self-custodial platforms. Unlike fiat currency held in traditional banks, digital assets on self-custodial platforms are

designed to be available without limited operating hours, restrictions on when markets open and close, or bank holidays.

Digital assets can also be transferred in real time, as the underlying technology is designed to avoid lengthy settlement

periods, and often with no or low fees. However, transfer fees and settlement times can vary depending on various factors,

such as network congestion. If transactions are successfully completed, digital assets will always end up at the wallet

address to which they are sent with a proof of receipt forever etched in the blockchain, which functions as a public ledger.

Most importantly, holders of digital assets that are self-custodial maintain full control of their digital assets. Users of self-

custodial systems do not need to rely on any bank or custodian entity to provide access to their own assets.

Wallets—Wallets are a software-based technology that allows users to manage their private keys that grant access to the

blockchain addresses where their digital assets are stored. They do not actually store digital assets the way one might store

a twenty-dollar bill in a physical leather wallet. Rather, the digital assets remain stored at a particular blockchain address on

the relevant blockchain, as described above in Private and Public Keys.

There are two recognized categories of wallets: hot wallets and cold wallets. Hot wallets are connected to the internet in

some way and typically reside on a website, desktop or inside a mobile phone, with the holder’s private keys stored

digitally. Typing one’s private key into a hot wallet will “unlock” the digital assets stored at the address identified by the

private key so the user can then access the digital assets. Cold wallets are physical devices, not connected to the internet,

that store the holder’s private keys. Generally, digital assets stored in hot wallets are more easily accessible; however,

access to the internet means that the user must maintain effective internet security practices to protect their wallet. On the

other hand, the downside to using cold wallets is they are not as easily accessible and are typically only used for the long-

term storage of digital assets.

Often wallets have cumbersome interfaces, better suited to people who are very familiar with coding and computer

processing than to consumers who want a straightforward, easy-to-use interface. For example, the private key that our users

must enter to utilize the digital assets in their wallets on the Exodus Platform is an alphanumeric code with hundreds of

digits, which, if lost, renders the assets in the wallets lost. In addition, many other wallets do not cover a sufficiently wide

variety of digital assets, thereby requiring customers to maintain different wallets for different digital assets. Wallets that

provide services like exchanging one digital asset for another can often be challenging to use. More importantly, many of

these wallets are operated by centralized exchanges, where the company managing the wallet’s technology also controls the

private keys. This means the wallet provider ultimately has control over the digital assets linked to those keys.

In recent years, the U.S. Securities and Exchange Commission ("SEC") and U.S. state securities regulators have stated that

certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.

Given the fact-intensive nature of the “security” analysis under the applicable legal standard, and absent any federal

legislation providing further legal clarity, there is a lack of certainty with respect to whether a particular digital asset,

product, or service will be deemed to be a security by the SEC or by U.S. federal or state courts. A number of enforcement

actions and civil lawsuits have been brought in the past against developers, sponsors and issuers of digital assets and digital

asset products, as well as against trading platforms that support digital assets, in which the SEC argued that certain digital

assets are securities, including certain digital assets supported by the Exodus Platform at that time. Also, several foreign

governments have issued similar warnings cautioning that certain digital assets, including certain digital assets supported

by the Exodus Platform, may be deemed to be securities under the laws of their respective jurisdictions. For more

information regarding the regulatory environment of our industry, see “Item 1. Business – Regulatory Environment.” See

also “Item 1A. Risk Factors – Risks Related to Regulation –Certain digital assets traded using third-party services

integrated within our platform or other programs could be viewed as “securities” for purposes of federal or state regulations

and could subject us to regulatory scrutiny, inquiries, investigations, fines and other penalties.”

Our Products and Services

Exodus has developed proprietary software, the Exodus Platform. Since the creation of the Exodus Platform, it has been

downloaded over 19.2 million times as of December 31, 2025 and was downloaded approximately 3.5 million times during

2025. We offer all versions of the Exodus Platform to users as a free download. The Exodus Platform currently supports

fungible cryptocurrency assets ledgered on public blockchains as well as non-fungible tokens ledgered on public

blockchains. On desktop and mobile devices alike, Exodus delivers a simple, elegant, and intuitive experience where users

can send, receive and store over 700,000 digital assets. Users can also access the services offered and performed by our

API Providers that allow users to engage in services such as digital asset exchanging, fiat onboarding and staking products

for over 30,000 digital assets. When signing up for an account on the Exodus Platform, among other requirements, users

must certify that they are at least 18 years of age (if a natural person), agree to our Terms of Service, and have read our

privacy policy.

Products Offered Directly on the Exodus Platform

The products we offer directly through the Exodus Platform include storing, sending, and receiving digital assets through

the wallet functionality. Our users are able to send digital assets by inputting a public blockchain address and an amount to

transfer and are able to receive digital assets by providing the sending party with the users’ own public blockchain address.

The Company’s involvement in these transfers is generally limited to providing a visual interface to access the blockchain.

We do not take possession of the user’s assets and have no access to the user’s public or private keys. Instead, we apply a

streamlined interface to the services provided by third-party API Providers. Exodus and our wholly-owned Swiss

subsidiary, Proper Trust AG, enter into API agreements with these third-party providers that serve both U.S. and non-U.S.

users. We have five international subsidiaries: Proper Trust AG, XO Italia S.R.L., Osmium Canada LTD, Osmium Europe

B.V. and Osmium AU PTY LTD. Osmium Europe B.V. handles all European fiat onboarding agreements.

We also provide consulting services, such as wallet design, and other services, such as Web3 browser functionality and

access to decentralized applications. See "Note 2 - Summary of Significant Accounting Policies - Revenue Recognition" to

our consolidated financial statements herein.

The Exodus Platform supports network forks on a per-fork basis and only where it makes sense for our business and our

users to do so. When determining whether the Exodus Platform will support a network fork, we evaluate various metrics,

including feedback from our users and our API Providers, social engagement, and the projected overall market demand for

the fork. Exodus informs users as soon as practical after it becomes aware of future supported forks through knowledge

base articles and/or messaging within the Exodus Platform itself. In the event Exodus does not support a fork, a user can

access the unsupported fork by using a competitor’s wallet platform that does support the fork by importing their private

key or mnemonic seed phrase into that competitor’s wallet. Exodus does not currently inform users of airdrops and

currently has no plans to do so in the foreseeable future.

Pricing Information Offered Directly on the Exodus Platform

The Exodus Platform provides users with information on digital asset prices and other relevant market data, such as news

articles and historical pricing where available. This information is independent from the actual digital asset price presented

by third-party API Providers in connection with a potential transaction. Exodus does not charge users to access this pricing

information, which comes from two industry-leading pricing services: CoinMarketCap, the primary provider, and

CoinGecko, the secondary provider. Exodus uses a third pricing service, CryptoCompare, as an additional verification

source but does not display pricing information from CryptoCompare. The Exodus Platform defaults to displaying digital

asset prices using the primary provider’s pricing information. The Exodus Platform is designed to only use the secondary

provider’s price in place of the primary provider’s price if there is a material variance between the primary and secondary

providers’ prices, and certain other conditions are met. A material variance exists if the primary provider’s price differs by

15% or more from the secondary provider. To check for material variances, the Company uses an algorithm to compare the

primary and secondary providers' prices for each digital asset every 60 seconds. If there is no material variance between the

primary and secondary providers’ prices, the Exodus Platform will display the primary provider’s price. If there is a

material variance between the primary and secondary providers’ prices, the Exodus Platform will display the secondary

provider’s price, but only after the algorithm confirms no material variance (15%) exists between the secondary provider’s

price and the price provided by the additional verification source, CryptoCompare. In addition to checking for material

variances between two providers, the Exodus Platform checks for widespread variances that may occur, for example, due to

a widespread outage, or 2%, across multiple service providers. A widespread variance is considered to exist if the variance

in price across the primary and secondary providers and the additional verification source exists. In this case, the Exodus

Platform will continue to show the primary provider’s most recently available price before the 2% variance occurred and

until such 2% variance no longer exists, with the algorithm checking every 60 seconds.

This comparison process is designed to avoid inaccurate data from a single source. We believe that offering pricing

services on the Exodus Platform simplifies the user experience as compared to other wallets that do not provide a pricing

service. However, because the pricing information on the Exodus Platform is made available to any user, users may use the

Exodus Platform solely for this pricing information and may not otherwise engage in transactions with our third-party API

Providers.

\Services Offered and Performed by Our API Providers

We serve third-party API Providers by integrating their services such as digital asset exchanging, fiat onboarding, staking

products and sending and receiving functionality into the Exodus Platform through an API agreement. Our business is

dependent on the successful integration of these third-party API Providers as the majority of our revenue is earned by

charging API Providers fees for services offered to our users. For services offered by API Providers to persons located in

the United States, we charge fees based on a volume-based, tiered monthly subscription structure payable to us in arrears

once a month. For services offered by API Providers to persons located outside the United States, we generally utilize a

transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction. For

services provided by API Providers to customers located in the United States, we generally utilize a subscription-based

pricing model.

While we do not engage in trading of digital assets on our platform or otherwise engage in the business of effecting

transactions in securities for the account of others on our platform, we receive compensation from the API Providers that

have connected to our Exchange Aggregator. It is possible that a receipt of compensation based on the percentage of digital

assets exchanged could be deemed to be the receipt of transaction-based fees for facilitating transactions in unregistered

securities, and that we could be found to be facilitating transactions in unregistered securities or otherwise violating federal

and state securities laws, which could have a negative effect on our business, financial condition and results of operations.

Historically, approximately 25% of our volume has been located in the U.S. at any given time. See “Item 1A. Risk Factors

– Risks Related to Regulation – Regardlessof the revenue structure for our Exchange Aggregator, we could be deemed a

broker-dealer because certain digital assets on the Exodus Platform may be deemed to be securities, and we would likely

experience difficulty in complying with the broker-dealer financial responsibility rules.”

Exodus or its subsidiaries maintains agreements with each individual API Provider. Both the transaction-based and

subscription-based API agreements that generate substantially all of our total revenue have indefinite terms and may be

terminated by us or the counterparty exchange at any time, and without damages, generally upon 30 to 60 days’ prior

written notice, depending on API provider. A limited number of legacy API agreements, which were entered into more

than 18 months ago, have similar termination provisions but contain a shorter termination notice period, e.g., seven days.

Either party may also immediately terminate the agreement in the event of a breach of law or uncured breach of contract,

including by, negligence, recklessness, or willful or fraudulent misconduct by, or the bankruptcy of the other party, or if the

API integration becomes prohibited by applicable law, regulation, rule or directive. In the event of such termination, our

agreements with transaction-based providers mandate that the API Provider pay all outstanding fees for completed services.

The form of API agreements (both the form U.S. agreement and the form international agreement) are attached as exhibits

to this Annual Report on Form 10-K.

Our API Providers as of December 31, 2025 are set forth in the table below, including the jurisdiction of each and the

services provided to users of our platform by each, including whether the APIprovides such services to U.S. persons. We

also maintain a list of our API Providers in our Terms of Use on Exodus' website, which we updateon a periodic basis. Our

Terms of Use is available through the “Terms of Use” link located at the bottom of our website at www.exodus.com. The

information on our website is deemed not tobe incorporated in this Annual Report on Form 10-K.

(1)API Providers are subject to legal and regulatory restrictions depending on the laws of the jurisdictions in which they operate. Services offered by API Providers may vary

by jurisdiction, including variances in the number and type of services offered by API Providers to persons located outside of the U.S. as compared to services offered to

persons located within the U.S. For example, MoonPay offers Uniswap (UNI) to its non-U.S. customers but does not offer UNI in the United States. In addition, even within

the United States, services offered by API Providers may vary from state to state depending on applicable law. We have no control over an API Provider’s decision to

provide certain services in a specific jurisdiction or over an API Provider’s decision to discontinue providing services in any jurisdiction.

(2)In 2024, Bitrefill ceased its operations.

The principal services offered and performed by our API Providers are described below.

Exchange Aggregation—The Exodus Platform is accessible through our desktop, browser extension, and mobile platforms

where users may access the services that are offered and performed by our API Providers that allow users to engage in

digital asset exchanges for over 30,000 digital assets without having to access centralized exchanges or trade across

multiple order books, depending on API Provider, availability and jurisdiction.

Exodus’ API Providers provide the connection with the exchanges, and the Exchange Aggregator essentially eliminates the

interim step of converting the digital asset to Bitcoin (or other intermediate digital asset). By removing this interim step, the

Exchange Aggregator is designed to increase the likelihood that users will receive the best pricing, liquidity and order

fulfillment time as compared to users that manually search across multiple third-party API Providers, which are typically

non-U.S. third-party exchanges and Decentralized Finance (DeFi) platforms that use blockchain technology and

cryptocurrency to manage financial transactions through peer-to-peer relationships instead of centralized institutions. For

example, without the Exchange Aggregator, if a user seeks to swap Bitcoin for Ether on a centralized exchange, a user may

be required to first swap Bitcoin for USDC and then swap USDC for Ether. During this two-step process, it may be more

likely that pricing, liquidity and order fulfillment time may fluctuate across multiple third-party API Providers. The

Exchange Aggregator essentially eliminates this interim step and enables users to swap/exchange one supported digital

asset (e.g., Bitcoin) for another (e.g., Ether).

The API Provider selected for each swap request is determined by an algorithm developed by Exodus, but Exodus has

neither control nor discretion over any specific user transaction and users are free to consummate digital asset transactions

away from the Exodus Platform. The algorithm designed to identify which API Providers support the asset pair (not every

API Provider offers services for all 30,000 digital assets) and which API Provider provides the best pricing. The user that

requests the Exchange Aggregator to provide proposed trade pricing information receives a message specifying how much

of the swapped asset they will receive in exchange for the user’s original digital asset, and the fees to be charged by the

API Provider. Users may utilize the digital asset pricing information independently offered on the Exodus Platform to

compare an API Provider’s proposed trade pricing information the user receives through the Exchange Aggregator. Once a

user “clicks” on the Exchange Aggregator to connect with an API Provider exchange that is algorithmically selected to

complete the desired swap, Exodus has no further involvement or role in the ultimate transactions that occur between users

and API Providers. Moreover, Exodus does not know, or independently conduct diligence with respect to, the third parties

with which our API Providers contract, including the exchanges and market makers with which our API Provider’s

contract to support the services they provide to their users (including any users from the Exodus Platform), and Exodus

does not know the jurisdictions in which those third parties operate. As a result, we cannot assure users as to the processes

and procedures our API Providers use to engage such third parties, which exposes Exodus Platform’s users to risk that such

third parties may fail to operate as reasonably expected. See “Item 1A. Risk Factors – Risks Related to Our Business – We

do not conduct diligence with respect to the exchanges, market makers and other third parties our API Providers may

contract with to conduct the services they provide to our users.”

Once the user agrees to the pricing, the API Provider will process a user’s order (usually in under an hour), the user will

transfer its digital assets to the API Provider in accordance with the API Provider’s terms of service and internal operations

and the API Provider will deliver the exact amount of the new digital asset to the user’s Exodus Wallet minus the API

Provider’s fees. The API Providers’ fees are determined solely by each API Provider and are inclusive of the costs

associated with transferring digital assets from the user’s wallet to the API Provider. The Exchange Aggregator searches

for the best pricing (inclusive of the API Provider’s fee), liquidity and order fulfillment time and passes through the pricing

information to the user. The Exchange Aggregator does not support fiat currencies, and the Exchange Aggregator will not

enable the exchange of fiat currency for digital assets or the exchange of digital assets for fiat currencies. The Exchange

Aggregator does not support NFT exchanges. For a digital asset to be supported by the Exchange Aggregator, pricing must

be available. An updated list of Exodus’ API Providers is available within the terms of service located on Exodus’ website.

Since the creation of the Exodus Platform, our users have used our API Providers’ services to swap$24.9 billion of digital

assets as of December 31, 2025. During 2025, our users used our API Providers’ services to swap$6.9 billion of digital

assets. See “Note 3 - Revenue Recognition” to our consolidated financial statements included in this report for more

information on the Company’s revenues disaggregated by geography, based on the addresses of the Company’s API

Providers.

Fiat on and off-ramps—Fiat on-ramps, powered by API Providers, such as Ramp network, facilitate an exchange for users

to buy digital assets with fiat currency through bank transfer, credit or debit card and Apple Pay. Where available, users

can access these services to use 33 different fiat currencies, including major currencies such as the U.S. dollar, Euro, and

British pound sterling, to buy digital assets. Through our API Providers, users can sell digital assets for fiat currency and

transfer such currency to their bank account utilizing the off-ramp, which is currently powered by API Providers such as

MoonPay, Coinme, and Sardine. Users can exchange U.S. dollar, Euro, and British Pound Sterling for digital assets via

MoonPay where available.

The Company is not responsible for the fulfillment of any transactions between the user and an API Provider, the

availability of specific digital assets or fiat currencies, or the pricing related to any transaction between the user and an API

Provider. The Exodus interface uses information supplied directly by our API Providers to display users with the fiat

currencies they may use to purchase supported digital assets and the digital assets that users may exchange for supported

fiat currencies. Users can use the Exodus Platform to preview a desired fiat on and off-ramp transaction by entering the

specific amount of fiat currency they wish to use to purchase the desired digital assets, or the amount of a digital asset they

wish to exchange for their desired fiat currency. Our API Providers make decisions as to which digital assets and fiat

currencies they support and, as a result, our users’ ability to transact in a particular fiat currency or digital assets, as the

case may be, depends on whether one or more API Providers supports a particular digital asset or fiat currency. Further,

digital assets and fiat currencies offered by API Providers are subject to change, and previously supported digital assets or

fiat currencies may become unavailable to users.

When a user desires to proceed with the purchase of digital assets with, or the exchange of digital assets for fiat currency,

the Exodus interface connects the user with our third-party API Providers to carry out the transaction. The user leaves the

Exodus Platform and is sent to the API Provider’s platform. To effectuate a transaction, a user must have an established

account with the applicable API Provider, including completing the specific API Provider’s Know Your Customer

("KYC") process, see “Item 1. Business –Know Your Customer and Know Your Business Programs – KYB Program For

API Providers and Vendors.”

If the user is selling digital assets for fiat currency:

(1)Once the user establishes an account with the API Provider, including providing the relevant banking

information, the user may then confirm the fiat currency and digital assets it desires to transact in and the API

Provider provides the user with proposed pricing information to effectuate the exchange. API Provider pricing

information, including the fees charged to users for services, are determined by the API Provider on a

transaction-by-transaction basis and may be subject to change based on the contractual terms between the user

and API Provider. As a general matter, the API Provider will present the user with a total price to consummate

the transaction. That total price provided to the user will generally include an overview of the following

individual amounts: (a) the amount of the digital asset to be sold; (b) the total amount of fiat currency to be

received upon the sale of the specified digital assets; (c) the fiat currency to digital asset exchange rate; and (d)

any applicable fees associated with the transaction, including the fees associated with the cost of transferring

such digital assets.

(2)The user then decides if they want to fulfill the order.

(3)If the user is exchanging digital assets for fiat currency, the API Provider returns an address where the digital

assets should be sent, along with the amount of digital assets the user must send. The user signs a transaction that

sends their digital assets to the API Provider, which are stored on the relevant blockchain, initiating the exchange

of the digital asset for fiat currency.

(4)The API Provider will deposit the fiat currency into the bank account provided by the user.

If the user is buying digital assets with fiat currency:

(1)Once the user establishes an account with the API Provider, including providing the relevant banking

information, the user may then confirm the fiat currency and digital assets it desires to transact in and the API

Provider provides the user with proposed pricing information to effectuate the exchange. Pricing information,

including the fees charged for its services, are determined by the API Provider and may be subject to change

based on the contractual terms between the user and API Provider. As a general matter, the total price provided

to and paid by the user will generally include an overview of the following individual amounts: (a) the digital

asset to fiat currency exchange rate; (b) the amount of digital assets to be received upon purchase with the

corresponding fiat currency; and (c) any applicable fees associated with the transaction, including any fees

associated with the cost of transferring digital assets.

(2)The user then decides if they want to fulfill the order.

(3)If the user is exchanging fiat currency for digital assets, the API Provider receives the deposit address, or public

key, from the user through the API for the specific digital asset the user desires to purchase (e.g., ETH).

(4)The API Provider initiates the authorized transfer of fiat currency from the bank account provided by the user.

Once the fiat payment is complete, the API Provider sends the digital assets to the user’s Exodus wallet.

Staking—Staking allows users to “stake” supported digital assets held in their Exodus wallets by participating in

blockchain validation through a third-party API Provider, Everstake. Everstake is a self-custodial staking platform, which

means it is designed to allow users to maintain possession over their assets while staking and the terms of the staking

products are only the terms immutable to the specific blockchain. Users can instruct Everstake to unstake most supported

digital assets at any time. However, users can only access or withdraw staked digital assets once the unstaking period is

complete. The unstaking period refers to the time period between the initial unstaking instruction and the point in time

when digital assets become available to transfer or sell following an instruction to unstake. This varies depending on the

specific blockchain. Customers may not be eligible to earn staking rewards during the unstaking period. For example, in

accordance with the parameters of the Cosmos ("ATOM") blockchain, users staking ATOM are required to wait 21 days

from the unstaking instruction date before they can access or withdraw their ATOM coins. Staking for the following assets

is available through Everstake: Ethereum, Solana, Tezos, Cardano, Aptos, Polygon, Cosmos, Kava ("KAVA"), Injective

("INJ"), Axelar, and Osmosis ("OSMO"). Exodus receives a monthly subscription fee from Everstake. In accordance with

the parameters of both the Ontology and VeChain blockchains, staking occurs on-chain without any involvement from

Exodus or Everstake, and as a result, we do not receive any fees when users stake their digital assets on the Ontology and

VeChain blockchain. Users who hold Algorand must stake through the Algorand governance portal, and we do not receive

any fees for any digital assets staked through the Algorand governance portal.

Auto restaking is a feature that allows users to pre-authorize staking of rewards earned on assets without manually claiming

and restaking their rewards. Auto restaking on the Everstake platform is available for the following digital assets: ATOM,

KAVA, INJ and OSMO. Using ATOM as an example, if a user enables auto restaking, its earned ATOM rewards will

automatically be staked when its wallet has at least 0.25 ATOM in unclaimed rewards without manually claiming and

restaking its rewards. If a user has more than 0.25 ATOM in unclaimed rewards in its wallet, they will automatically be

staked. Because this restaking is a pre-authorization of blockchain transactions in accordance with the staking protocols of

the blockchain, the user will incur standard blockchain network fees, but there are no fees charged by Everstake or Exodus

in connection with this pre-authorization. While auto restaking is active, users cannot manually claim rewards, but if users

prefer to manage their ATOM rewards manually, they can disable auto restaking at any time. Auto restaking will expire

after 1 year, at which point users will be prompted to enable it again.

(1)In 2025, Osmosis ceased its staking protocols.

(2)In 2025, Ontology ceased its staking protocols.

(3)In accordance with the parameters of the VeChain blockchains, digital asset “staking” happens passively, and staking rewards are automatically distributed to all users of

VET so long as the user’s wallet supports VET. The Exodus wallet supports VET. In light of VET’s blockchain protocol, VET holders are not required to stake or unstake

these digital assets.

(4)Algorand staking requires participation in the Algorand community governance process. To receive staking rewards pursuant to this process, users must participate in the

governance process for at least three months, but users retain full access to their Algorand during this time period.

According to the design of the underlying network staking protocols, the holder determines the amount of digital assets to

stake, retains full control and ownership of the digital assets, and can request to unstake them as described above. Exodus

does not have any contact with, control over, or ability to take control of any digital assets that a user stakes. In general, the

risks to users who utilize the staking products offered on the Everstake platform are limited to the risks involved with

cryptocurrency and can depend on the specific blockchain. For example, the 21-calendar-day waiting requirement to

unstake Cosmos can open users to risks in terms of penalties, or “slashing,” if the relevant activities are not performed

correctly (e.g., if the staker, delegator, or baker acts maliciously on the network, “double signs” any transactions or

experience extended downtimes) and market volatility (e.g., a user may lose money if the value of Cosmos drops while its

Cosmos is staked or during the period following an unstaking instruction but prior to completion of the unstaking), which

is an inherent risk to staking, including staking on the Cosmos blockchain.

Our Strategy

When developing additional wallet capabilities, the Company conducts product-market, financial, and legal analysis of the

proposed feature, including an assessment of the proposed feature’s compliance with the laws, rules, and regulations in the

jurisdictions in which the Company operates. The Company then moves to assessing the technical feasibility of

implementing the proposed feature into the Exodus Platform. The material cost of developing additional wallet capabilities

is primarily labor expenses, and such expenses are funded by the Company’s operations. At this time, the Company has no

plans to expand the breadth of asset classes supported within the Exodus Platform or otherwise develop additional wallet

capabilities.

Elevate Technology—We are committed to investing in product development that enhances functionality of the Exodus

Platform. Our regular software updates enable us to respond to user evaluations of our products on a rapid timetable. We

believe that, over time, traditional financial assets, services and experiences will migrate to using blockchain technology

and we are building for that eventuality. We also believe that people and entities will want the flexibility to keep their

wealth as digital assets, particularly Bitcoin, Ether and stablecoins, instead of only in fiat currencies. Exodus’ API

Providers provide the connection with the exchanges, and because the Exchange Aggregator essentially eliminates the

interim step of having to first convert the digital asset proposed for a transaction to Bitcoin (or other intermediate digital

asset), the Exodus Platform is asset agnostic, meaning it can operate irrespective of the type of digital asset as opposed to

asset or blockchain specific platforms that limit users to a particular asset or blockchain. In this sense, the Exchange

Aggregator is asset agnostic, in an information technology context, because it connects with an API Provider exchange that

is algorithmically selected to complete the desired swap function without requiring an intermediate digital asset. The

Exchange Aggregator allows users to swap one digital asset for another without having to send digital assets to and from

centralized exchanges or trade across multiple order books. For example, if a customer wants to swap ETH for Tether using

one of Exodus’ API Providers, this trade can be easily executed – see "Item 1. Business – Our Products and Services –

Exchange Aggregation." This Exchange Aggregator process differs compared to a centralized exchange where a user may

have to trade ETH for Bitcoin and then Bitcoin for Tether. The Company currently supports fungible cryptocurrency assets

ledgered on public blockchains as well as non-fungible tokens ledgered on public blockchains.

Grow the Core—We are focused on growing the number of services provided on our platform by targeting the integration

of diverse API Providers into the Exodus Platform. In addition, we also are working to grow the depth of API Providers

who contribute similar services within the Exodus Platform. This is expected to provide several benefits including, but not

limited to:

•Expanded geographic coverage. Limitations of regulatory and licensing requirements in certain jurisdictions may

have less impact on our user experience;

•Increased service uptime. Individual API Providers can experience downtime which directly impacts their ability

to provide services to our users. Having multiple API Providers may allow for redundancy and improved uptime;

and

•More competition among API Providers. API Providers compete to provide the best offering, often translating to

the best cost or lowest price, for our users.

Diversify our products and services—The integration of third-party apps allows us to diversify our user base, expand our

product offerings and maintain more than one source of revenue. Where permitted, each new app provides us with an

opportunity to monetize our platform through commissions and fees paid by API Providers or other means. When

determining whether to integrate an app into our platform, one of our top priorities is a consistent, high-quality user

experience by maintaining the Exodus interface and the ease of use that our users expect from Exodus products. We believe

that apps will be essential in bringing digital assets into mainstream use; exposing our user base to digital asset apps

directly within their wallet will increase engagement and encourage users to continue using our products.

Grow Business-to-Business Partnerships—We generate revenue through our XO Swap product offering by delivering our

Exchange Aggregator technology to partner companies. In addition, we launched our Passkeys Wallet product offering in

July 2024 to enhance our onboarding capabilities and integration potential. We intend to develop more product offerings

and to continue to invest in our Passkeys technology to grow our business-to-business partnerships. See the section titled

“Business-to-Business Partnerships” in Part II, Item 7 of this report for additional information.

Expanding our services via acquisitions—We may grow our business by acquiring companies that complement our

existing operations and strategic objectives. These acquisitions could include businesses that allow us to elevate

technology, grow the core of our business, diversify our products and services, or gain access to valuable customer bases.

The Company will evaluate each opportunity on a case-by-case basis to ensure it meets our financial and strategic criteria.

Sales and Marketing

Historically, we have made minimal use of traditional marketing and advertising platforms but instead have chosen to

create high-quality content on our YouTube channel. This content highlights digital assets accessible on the Exodus

Platform and is designed to give users access to dynamic content that anticipates their questions, feeds their curiosities, and

gives them our honest assessment of these digital assets. Our effort to deliver the best user experience and support for

digital assets has led to the majority of our user acquisitions coming from word-of-mouth. During the year ended December

31, 2025, we increased spending on website advertisements targeted at digital asset focused spaces and on online platforms,

such as the App Store, and marketing agency expenses. We continue to evaluate our marketing strategy, and in the future,

may decide to refocus the current strategy to a more competitive approach, which would be expected to further increase

marketing-related expenses.

Competitive Landscape

We pioneered and continue to lead the market for self-custodial solutions for managing digital assets. We believe that we

provide the most comprehensive self-custodial solution, offering mobile and desktop products, the option to connect to a

hardware wallet, a significant range of supported digital assets, as well as functions such as our Exchange Aggregator and

other apps. Since our founding, our competition has primarily been custodial solutions that offer a tangential self-custodial

product, such as the exchanges supported by well-known companies like Coinbase. These exchanges tend to have greater

name recognition and, as people are familiar with custodial products used in the traditional banking system, people may

believe that the products they offer are more secure and are easier to use than stand-alone, self-custodial products.

We believe that due to security and technical risks associated with centralized or custodial services, digital asset holders

will continue to move towards stand-alone self-custodial solutions. We also believe that the recent collapse of certain large

custodial digital asset companies and the resultant suspension of withdrawals validates the benefits of self-custodial

solutions.

Within the market for self-custodial wallet solutions, there are other companies that actively compete with us, offering

various combinations of the features available on our platform. While leading exchanges, which have significant resources

and brand power, have created self-custodial wallets, their focus continues to be on centralized digital asset products.

However, our market is relatively new, and our competitors have adapted and may continue to adapt their platforms to

incorporate many of our features and designs, as well as additional features or solutions.

Our current and potential competitors include a number of different types of companies, including:

•Exchanges that specialize in digital assets and offer a self-custodial wallet solution;

•Digital asset wallets;

•Banks, non-depository trust companies and other chartered financial institutions that offer digital asset custody

services; and

•Exchanges or other FinTech companies with substantial infrastructure and market share that decide to and may

be legally able to offer digital assets.

We believe that the principle competitive factors in our market are:

•platform features, quality, functionality and design;

•product pricing;

•breadth of features offered by a platform;

•quality of user support;

•security and trust;

•brand awareness and reputation;

•ease of adoption and use;

•accessibility of platform on multiple devices;

•user acquisition costs; and

•range of supported digital assets.

We believe Exodus compares favorably with our competitors on the basis of these factors. Based on recent market data, we

expect demand for self-custodial solutions to continue to rise and believe that we are well-positioned to take advantage of

this market opportunity.

Intellectual Property

Our success depends in part upon our ability to protect and use our core technology and intellectual property rights. We

rely on a combination of copyrights, trademarks, trade secrets, know-how, contractual provisions and confidentiality

procedures to protect our intellectual property rights. We have registered “Exodus” as a trademark in the United States and

other jurisdictions and we have filed other trademark applications to protect our logo in the United States and several

international jurisdictions. We are also the registered holder of a variety of domestic and international domain names that

include “Exodus”—including, most importantly, “exodus.com.”

In addition to the protection provided by our intellectual property rights, we enter into proprietary information and

invention assignment agreements or similar agreements with our team members, consultants and contractors. We may also

seek to patent our tech nology in the future.

Digital Asset and Stablecoin Holdings

We hold digital asset and stablecoin holdings for our own account. As of December 31, 2025, a significant portion of

Exodus’ treasury consisted of digital assets and stablecoin holdings held for our own account. The following is a

breakdown of our holdings as of December 31, 2025 (in units):

(1)Units refer to the number of tokens held. For the fair value of the digital asset as of December 31, 2025, see “Note 6 - Intangible Assets” to our

consolidated financial statements included in this report.

For those digital assets held on an exchange, we held such assets on Coinbase, Circle, and other similar custodial solutions

as of December 31, 2025. As a result, if these assets are lost or stolen, we may suffer a loss with respect to our digital asset

holdings, and we may not be able to recover any of our carried value in these digital asset holdings. See “Item 1A. Risk

Factors – Risks Related to Our Business – Our holdings of digital assets expose us to exchange, security, valuation and

liquidity risks, which could negatively affect us.” Our future earnings and cash flows will be impacted if we choose to

monetize our digital assets and the variability of our earnings on these transactions will be dependent on the future fair

value of such digital assets.

As of December 31, 2025, we held 14% of wallets and their associated keys in cold wallets. We do not have a policy

regarding the percentage of private keys we hold in cold wallets, but we evaluate the location of our digital asset holdings

on a case-by-case basis based on expected time to liquidity, the type of digital asset and custodial and non-custodial options

available and the security options surrounding each.

For those assets held self-custodially, Exodus maintains a number of security measures to manage and protect private keys,

including, but not limited to, the use of cold wallets, multi-signature protocols, access limited to select senior executives

and finance personnel, and various physical safeguards such as geographic dispersion throughout North America of private

keys. Exodus does not maintain insurance that covers its digital assets, whether held on Exchange or held self-custodially,

in the case of loss or fraud. See “Item 1A. Risk Factors – Risks Related to Our Business – Ifwe are unable to access our

private keys or if we experience a hack or other data loss relating to our ability to access any of our digital assets, it could

cause regulatory scrutiny, reputational harm and other losses.”

Exodus receives its revenues primarily in Bitcoin and USDC but accepts a wide range of digital assets and USD. Network

fees and other expenses, such as gas fees, related to the transfer of the digital assets from the API to the self-custody wallets

are typically paid by the sender. Exodus records digital assets at their fair value at the time they are received. Exodus

monitors the allocation between digital assets and fiat-based holdings and may rebalance its treasury from time to time

based on market conditions, liquidity needs, and its business, financial condition, results of operations, and cash flows. Due

to fluctuations in digital asset prices, our heavy use of Bitcoin in our receivables as well as for payment of certain expenses

such as salaries, and corporate income tax considerations, we from time to time rebalance based on market conditions and

our business, financial condition, results of operations and cash flows. Fiat-based holdings were impacted by certain

acquisition related activity during 2025 including the loan receivable from W3C Corp. See “Note 5 - Loan Receivable,

Net” to our consolidated financial statements for further discussion. As of December 31, 2025 and 2024, we had a 3/97%

and 26/74% split between liquid assets and digital asset holdings, respectively. We assess our holdings, including our splits

between liquid assets and digital assets, on at least a quarterly basis.

The table below shows the fair value of our holdings as of December 31, 2025 and 2024:

Digital assets received as payment, other than Bitcoin, Ether, and Solana, are sold at or within a few days of receipt. Digital

assets sold for fiat are primarily sold using standard business accounts we maintain on Coinbase, Kraken, and LMAX

Digital, with the exception of USDC, which is sold using a standard business account with Circle. We consider the terms of

our contracts with Kraken, Coinbase, LMAX Digital, and Circle to be in accordance with customary industry practice and

accepted forms of such contracts, including with respect to the segregation of our assets from other customers’ assets.

Human Capital Management

As of December 31, 2025, we had approximately 215 full-time equivalents (“FTEs” or “team members”). FTEs include

U.S.-based employees, U.S. expatriate employees and non-U.S. independent contractors who perform services for the

company. Of our FTEs, approximately 150 are located outside the United States in approximately 50 countries located on

six different continents. As of December 31, 2025, other than the United States, Exodus had no more than 10% of its team

members in any one jurisdiction. All team members are paid exclusively in Bitcoin.

References to “employees” refer to U.S.-based employees and U.S. expatriate employees and excludes non-U.S.

independent contractors. The basis for compensation for employees and for FTEs is U.S. dollars and is settled in Bitcoin at

the time of payment. In connection with the compensation of our employees, we make two payments: (1) we reimburse

TriNet, a professional employer organization with which we have entered into a co-employment relationship, in U.S.

dollars for employee expenses associated with payroll and benefits administration and pay TriNet an administrative fee in

U.S. dollars for its services; and (2) for our team members, we deposit Bitcoin into the team members’ cryptocurrency

wallet address.

None of our team members are represented by a labor union or covered by a collective bargaining agreement. We have not

experienced any work stoppages, and we consider our relations with our team members to be good.

Uncertainty and Volatility in the Digital Asset Markets

In recent years, there have been well-known digital asset market participants who have declared bankruptcy including

Celsius Network, Voyager Digital Ltd., Three Arrows Capital and FTX. In response to these events, the digital asset

markets, more specifically Bitcoin, have experienced extreme price volatility, resulting in a loss of confidence in

participants of the digital asset ecosystem. These events have also negatively impacted the liquidity of the digital asset

markets as certain entities affiliated with FTX formerly engaged in significant trading activity. The FTX app was available

on the Exodus Platform until it was removed in November 2022. In addition, as of December 31, 2025, Clifton Bay

Investments LLC, formerly known as Alameda Research Ventures LLC, which filed for bankruptcy in November 2022,

owned 17.6% of our Class A common stock. As of December 31, 2025, all associated shares previously held by Clifton

Bay Investment LLC were held with FTX Recovery Trust. Continued price volatility, negative publicity, the lack of

standardized regulation and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers

or malware, government investigations or fraud may further reduce confidence in digital asset exchange networks and

result in a negative impact on our business. It is not possible to predict at this time all of the risks these events may pose to

Exodus, our service providers, our API Providers or on the digital asset industry as a whole.

We have not experienced an inability to recover material assets due to these bankruptcies, nor do we currently use digital

assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we are a party. However, even

if there is no direct material impact on our business due to bankruptcies, we have been and may continue to be indirectly

affected by these events.

To our knowledge, none of our current API Providers have filed for bankruptcy, been decreed insolvent or bankrupt, made

any assignment for the benefit of creditors, been appointed a receiver, experienced excessive redemptions suspended

redemptions or withdrawals of digital assets, had digital assets of their users unaccounted for or experienced material

corporate compliance failures. However, because Exodus offers a self-custodial wallet solution pursuant to which users

possess their digital assets at all times, our users’ exposure to an API Provider experiencing insolvency or bankruptcy

would be limited to the brief period of time during which wallet users are engaged in an active crypto-asset transaction. See

“Item 1A. Risk Factors – Risks Related to Regulation – Our users may be exposed to an API Provider experiencing

insolvency or bankruptcy, which could adversely impact our business, operating results, and financial condition.”

Regulatory Environment

Our operations expose us to a number of federal, state, local and international laws and regulations, including, but not

limited to, tax, securities, consumer rights, privacy, data protection, cybersecurity and employment matters. These laws and

regulations may have a material impact on our business, address multiple aspects of our operations and may be dependent

on the jurisdiction of operation. While the Company offers the Exodus Platform in all jurisdictions not prohibited by U.S.

or international law, the jurisdictions material to our business for the year ended December 31, 2025 based on (i) the total

dollar value of user transactions with our API Providers were the United States, Great Britain, France, and Germany and

(ii) revenue from our API Providers were the Republic of the Marshall Islands, Hong Kong, the British Virgin Islands, the

Seychelles and Saint Vincent and Grenadines, see “Note 3 - Revenue Recognition” to our consolidated financial statements

included in this report.

The laws and regulations governing our core business as an un-hosted self-custody wallet provider are currently

undeveloped, including the laws and regulations in the jurisdictions material to our business. However, as digital assets,

blockchain technologies and digital asset exchanges continue to expand in popularity and market size, laws and regulations

governing self-custody wallet providers like Exodus may also develop. The laws and regulations (and interpretations

thereof) pertaining todigital assets, blockchain technologies, digital exchanges and generative artificial intelligence (“AI”)

and related technologiesare rapidly evolving and increasing in scope. Changes in government regulation of our business

has the potential to materially alter our business practices and our profitability. Depending on the jurisdiction, those

changes may come about through the issuance of new laws and regulations or in the application of existing laws and

regulations by a court, regulatory body or governmental official. For example, in jurisdictions outside of the United States,

the international rules, regulations and laws that may have an impact on our business primarily relate to privacy, data

protection and cybersecurity, such as the European General Data Protection Regulation of April 27, 2016 (Regulation (EU)

2016/679) (the “GDPR”) and the GDPR as incorporated into United Kingdom law pursuant to the European Union

(Withdrawal) Act 2018 (the “U.K. GDPR”). Sometimes those changes may have both a retroactive and prospective effect.

This is particularly true when a change is made through the application of existing laws or regulations to new fact patterns.

For instance, in 2023, as part of our internal compliance process through which we monitor and assess changes in

regulations to which we may be subject, we became aware that the United Kingdom Financial Conduct Authority (“FCA”)

published new rules relating to how digital assets can be marketed to consumers. Specifically, companies seeking to

promote digital assets in the U.K. to retail consumers are required to register with the FCA or have any marketing approved

by an authorized company. However, the Company cannot register with the FCA because it operates a self-custodial wallet,

and the rules are focused on asset custodians. Therefore, in anticipation of these rules taking effect on October 8, 2023, the

Company took steps before the deadline to comply with the new FCA rules by modifying its marketing materials to avoid a

determination by the FCA that it was promoting digital assets.

Even with the steps taken by the Company, and although at the time the Company believed it was in compliance with such

rules, the FCA utilized the broad nature of the new rules to state that the Company is not in compliance with the rules and

placed the Company on its Warning List in November 2023. In April 2024, following months of constructive dialogue with

the FCA, the FCA removed the Company from its Warning List. Had the Company failed to reach an agreement with the

FCA to be removed from the Warning List, it may have had a negative effect on the Company’s financial performance and

operations, and in the future, we could have been subject to a variety of civil, criminal, and administrative fines, penalties,

orders and actions as a result of our business activities.

Moreover, changes in regulation that may seem neutral on the surface may have either more or less impact on us than our

competitors, depending on the circumstances. As another example, we are subject to export control, import and sanctions

laws and regulations, and we have policies and processes in place in connection with such laws and regulations. For

example, under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s

Export Administration Regulations (“EAR”) and various economic and trade sanctions administered by the U.S.

Department of the Treasury ("USDOT"), Office of Foreign Assets Control (“OFAC”), our business activities are subject to

various restrictions related to the sale or supply of certain products and services to U.S. embargoed or sanctioned countries,

governments, persons and entities and require authorization for the export of certain encryption items. The Company has

processes in place regarding geo-blocking technology that are designed to block the Exodus Platform’s availability in

jurisdictions subject to U.S. comprehensive sanctions, namely the Crimea region and so-called Donetsk People’s Republic

and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, and Syria. The Company also uses geo-blocking

technology designed to block the availability of API integrations for third-party crypto-to-crypto exchange services in the

states of New York and Washington. In addition, the Company maintains a blacklist that functions to prevent transactions

between third-party APIs and sanctioned cryptocurrency wallet addresses. The Company has also implemented an

automated OFAC sanctions list search in its customer support system, which operates in instances where wallet holders

have provided their names.

To support our efforts to comply with regimes that are or may become applicable to us, we monitor these areas closely and

invest significant resources in our legal, compliance, product, and engineering teams to help evolve our business practices

to comply with the current laws, regulations, and legal standards to which we are subject, as well as to plan and prepare for

changes in interpretations thereof, as well as additional laws, regulations, and legal standards that are introduced in the

future. For example, our internal legal and compliance team has expanded substantially over the past three years.

Securities Laws and Regulations

In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products

may be classified as securities under U.S. federal and state securities laws. Due to the fact-intensive nature of the “security”

analysis under the applicable legal standard, there is a lack of certainty as to whether a particular digital asset, product, or

service will be deemed to be a security by the SEC or by U.S. federal or state courts. While we do not engage in trading of

digital assets for the account of others on our platform or otherwise engage in the business of effecting transactions in

securities for the account of others, we receive compensation from the API Providers that have connected to our Exchange

Aggregator. For services offered by API Providers to persons located in the United States, we charge fees to API Providers

utilizing a volume-based, tiered monthly subscription structure payable to us in arrears once a month. For services offered

by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge

API Providers a percentage of the underlying value of the digital asset transaction. See “Item 1A. Risk Factors – Risks

Related to Regulation – Regardlessof the revenue structure for our Exchange Aggregator, we could be deemed a broker-

dealer because certain digital assets on the Exodus Platform may be deemed to be securities, and we would likely

experience difficulty in complying with the broker-dealer financial responsibility rules.”

We have policies and processes in place to determine whether the services that users can obtain from our API Providers

related to the supported digital assets held in users’ Exodus wallets are securities under U.S. federal securities law. These

policies and processes support a risk-based compliance review process and involve members of our legal and compliance

team, as necessary. In certain circumstances, we may consult external counsel to assist in evaluating regulatory matters. In

addition, in our API Provider contracts, we require that API Providers represent that they are in compliance with all U.S.

laws, which would include U.S. federal securities laws. While we do not make determinations as to whether particular

digital assets held in users’ Exodus wallets constitute securities, we maintain a compliance framework intended to address

applicable legal and regulatory requirements in connection with services offered to users in the United States. See “Item 1.

Business – Our Products and Services – Services Offered and Performed By Our API Providers” and “Item 1A. Risk

Factors – Risks Related to Regulation – Certain digital assets traded using third-party services integrated within our

platform or other programs could be viewed as “securities” for purposes of federal or state regulations and could subject us

to regulatory scrutiny, inquiries, investigations, fines and other penalties.”

Know Your Customer ("KYC") and Know Your Business ("KYB") Programs

The Bank Secrecy Act ("BSA") and the implementing regulations issued by the Financial Crimes Enforcement Network

("FinCEN") impose anti-money laundering obligations on financial institutions, including money transmitters. Neither the

BSA nor the FinCEN implementing regulations offer any clarity as to whether companies that provide unhosted

cryptocurrency wallets should be characterized as money transmitters. In its May 2019 guidance (the “FinCEN Guidance”),

however, FinCEN said generally, that an unhosted cryptocurrency wallet is software hosted on a person’s device that

allows the person to store and conduct transactions in cryptocurrency and that unhosted wallets are not included within the

definition of money transmitter.

Exodus is an unhosted wallet, as described in the FinCEN Guidance, and does not engage in transfers of funds on behalf of

users. Accordingly, Exodus does not have an obligation to perform, nor to engage a third-party to perform, KYC or Anti-

Money Laundering ("AML") procedures on its users in connection with opening an unhosted wallet on the Exodus

Platform. See “Item 1A. Risk Factors – Risks Related to Our Business – Our platform or our API Providers’ platforms may

be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams, which could

adversely affect our business.”

OFAC Screening For Users Receiving Gift Cards and USDC Distributions

From time to time, to help maintain our brand and reputation, we distribute gift cards and USDC to users if an issue arises

with the Exodus Platform. Prior to receiving any gift cards or USDC in connection with this brand reputation program, our

legal and compliance team must conduct an OFAC screening to check entities and persons against the denied party lists

maintained by the OFAC.

KYB Program For API Providers and Vendors

The Company conducts KYB diligence with respect to vendors we use and our API Providers. The Company utilizes and

relies on tools from Chainalysis, a blockchain analysis firm, Veriff, an identity verification platform, and

ComplyAdvantage, an entity that performs sanctions and adverse media screenings. We maintain agreements with these

third parties on whom we rely for assistance with our KYB procedures and consider the terms of such agreements to be in

accordance with customary industry practice and accepted forms of such commercial contracts. Before entering into any

new transaction, agreement, or other business relationship with an API Provider or vendor, and on an ongoing basis during

the Company’s relationship with such API provider or vendor, we use in-house and third-party service providers to

perform a KYB analysis on the ultimate beneficial owner of the relevant entity. The procedures for this analysis include,

but are not limited to, screening the actual prospective party to the agreement and also any individuals or entities

beneficially owning more than 25%of the prospective party (and, if appropriate, such party’s crypto-asset network

addresses), against various sanctions lists. In addition to initial and ongoing sanctions screenings, the Company performs

ongoing adverse media screenings on our vendors and API Providers. These screenings locate negative news, including,

but not limited to reports of financial crime, human trafficking, drug trafficking, terrorist financing, fraud, bribery,

corruption, and any other adverse media that could subject us to regulatory or reputational risk. Our internal KYB policy

also outlines various procedures for documenting, reporting and responding to potential violations of applicable sanctions

rules, along with procedures for assessing business relationships with API Providers or vendors that have been the subject

of sanctions violations.

Pursuant to the Company’s agreements with our API Providers, the API Providers represent to the Company that they have

AML, KYC and other procedures reasonably designed to prevent their platform from being used to facilitate money

laundering, terrorist financing, and other illicit activities, or to do business in countries or with persons and entities

included on designated country or person lists promulgated by the OFAC and equivalent authorities in other countries. The

Company relies on the representations, warranties, covenants, and agreements of the API Providers contained in the API

agreements (forms of which are attached to this Amended Registration Statement) and, other than the KYB diligence

conducted on our API Providers and absent any perceived or known issue that may warrant an independent verification, the

Company does not independently investigate or verify the assertions and representations made by the API Providers,

including regarding the API Providers representations as to its AML, KYC and other procedures.

Compliance Procedures Related to the Sale, Acquisition and Distribution of Digital Assets For Our Own Account

For the sale or acquisition of digital assets for our own account, such transactions would occur on the Coinbase, Kraken, or

Circle exchanges where we hold digital assets for our own account. For Coinbase, Kraken, and Circle, we must comply

with the customer KYC, onboarding and periodic review processes for corporate customers.

We also receive digital assets as payment. Digital assets received as payment, other than Bitcoin, Ether, and Solana, are

typically sold at or within a few days of receipt. Digital assets sold for fiat are primarily sold using standard business

accounts we maintain on the Coinbase and Kraken exchanges with the exception of USDC which is sold using a standard

business account with Circle. We consider the terms of our contracts with Kraken, Coinbase, and Circle to be in accordance

with customary industry practice and accepted forms of such contracts, including with respect to the segregation of our

assets from other customers assets and the policies and procedures such exchanges have in place regarding AML, KYC and

other procedures.

Regarding the distribution of digital assets from our own account, we use Bitcoin and other digital assets for payment of

certain expenses such as salaries or payments to third-party vendors. Prior to receiving Bitcoin for payment, third-party

vendors must have completed the KYB diligence process. From time to time, to help maintain our brand and reputation, we

also may distribute digital assets to users if an issue arises with the Exodus Platform.

The complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the digital

asset economy requires us to exercise our judgment as to whether certain laws, rules and regulations apply to us, and it is

possible that regulators may disagree with our conclusions. We generally believe that our business, as discussed in this

Annual Report on Form 10-K, is compliant with these regulations, but in certain cases, there may be uncertainty related to

that conclusion. For additional discussion, see “Item 1A. Risk Factors – Risks Related to Regulation,” which we

incorporate by reference here.

Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and

amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the SEC. Such reports

and other information filed by the Company with the SEC are available free of charge at https://www.exodus.com/

investors/sec-filings/all-sec-filings when such reports are available on the SEC’s website. The Company periodically

provides certain information for investors on its corporate website, https://www.exodus.com, and its investor relations

website, https://www.exodus.com/investors. The information contained on the websites referenced in this Annual Report

on Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are

intended to be inactive textual references only.