Exodus Movement, Inc. 10-K

Item 8. Financial Statements and Supplementary Data F-1 Table of contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-8 F-2 Table of contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Exodus Movement, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Exodus Movement, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Omaha, Nebraska March 11, 2026 We have served as the Company's auditor since 2023. F-3 Table of contents Exodus Movement, Inc. Consolidated Balance Sheets as of December 31, 2025 and 2024 (In thousands, except share and par value) December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,938 $ 37,883 U.S. dollar coin 222 12 Treasury bills - 30,490 Accounts receivable 5,141 7,654 Prepaid expenses 2,996 2,326 Income tax receivable 3,401 4,305 Loans receivable, net 80,584 - Other current assets 1,995 125 Total current assets 99,277 82,795 OTHER ASSETS Fixed assets, net 458 357 Digital assets 156,447 196,359 Software assets, net 4,565 6,129 Definite and indefinite-lived intangible assets, net 4,928 2,146 Other long-term assets 1,087 209 Total other assets 167,485 205,200 TOTAL ASSETS $ 266,762 $ 287,995 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,176 $ 1,162 Accrued liabilities 2,210 2,952 Payroll liabilities 3,975 4,219 Other current liabilities - 12 Total current liabilities 7,361 8,345 LONG-TERM LIABILITIES Other long-term liabilities - 344 Deferred tax liability 11,991 21,779 Total long-term liabilities 11,991 22,123 Total liabilities 19,352 30,468 SHAREHOLDERS' EQUITY Preferred stock $ 0.000001 par value, 5,000,000 shares authorized, no shares issued and outstanding - - Class A Common Stock $ 0.000001 par value, 300,000,000 shares authorized, - - 10,358,554 issued and outstanding as of December 31, 2025 - - 8,460,707 issued and outstanding as of December 31, 2024 - - Class B Common Stock $ 0.000001 par value, 27,500,000 shares authorized, - - 19,185,163 issued and outstanding as of December 31, 2025 - - 19,749,388 issued and outstanding as of December 31, 2024 - - ADDITIONAL PAID IN CAPITAL 126,995 124,387 ACCUMULATED OTHER COMPREHENSIVE LOSS ( 2,124 ) ( 752 ) RETAINED EARNINGS 122,539 133,892 Total shareholders' equity 247,410 257,527 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 266,762 $ 287,995 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of contents Exodus Movement, Inc. Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2025 and 2024 (In thousands, except per share amounts) 2025 2024 REVENUES $ 121,551 $ 116,272 EXPENSES (INCOME) Technology, development and user support 62,930 46,033 General and administrative 66,283 39,506 Loss (gain) on digital assets, net 18,892 ( 96,111 ) Gain on sale of future token interests ( 2,000 ) — Impairment on other assets 179 336 Staking and other income ( 271 ) ( 1,244 ) Other loss, net 512 209 Interest income ( 4,892 ) ( 3,315 ) Interest expense 570 — (Loss) income before income taxes ( 20,652 ) 130,858 INCOME TAX BENEFIT (EXPENSE) 9,299 ( 17,900 ) NET (LOSS) INCOME $ ( 11,353 ) $ 112,958 OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment ( 1,372 ) 725 COMPREHENSIVE (LOSS) INCOME $ ( 12,725 ) $ 113,683 Net (loss) income per share Basic net (loss) income per share of common stock - Class A $ ( 0.39 ) $ 4.30 Basic net (loss) income per share of common stock - Class B $ ( 0.39 ) $ 4.30 Diluted net (loss) income per share of common stock - Class A $ ( 0.39 ) $ 3.52 Diluted net (loss) income per share of common stock - Class B $ ( 0.39 ) $ 3.52 Weighted average number of shares and share equivalents outstanding Weighted average number of shares used in basic computation - Class A 9,515 5,371 Weighted average number of shares used in basic computation - Class B 19,492 20,925 Weighted average number of shares used in diluted computation - Class A 9,515 9,051 Weighted average number of shares used in diluted computation - Class B 19,492 23,012 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of contents Exodus Movement, Inc. Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025 and 2024 Number of Shares Amounts (In thousands) Class A Shares Class B Shares Additional Paid In Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings (Accumulated Deficit) Total Shareholders' Equity Balance as of January 1, 2024 4,320 21,760 $ 122,558 $ ( 1,477 ) $ ( 17,320 ) $ 103,761 Cumulative effect adjustment to the opening balance of retained earnings for ASU 2023-08 adoption, net of tax - - - - 38,254 38,254 Share-based compensation - - 7,157 - - 7,157 Exercised options, net of options withheld for taxes and exercise price - 1,170 ( 928 ) - - ( 928 ) Issuance of Common Stock upon settlement of restricted stock units, net of shares withheld for taxes 959 - ( 4,400 ) - - ( 4,400 ) Conversion of Class B to Class A 3,181 ( 3,181 ) - - - - Foreign currency translation adjustment - - - 725 - 725 Net income - - - - 112,958 112,958 Balance as of December 31, 2024 8,460 19,749 $ 124,387 $ ( 752 ) $ 133,892 $ 257,527 Share-based compensation - - 14,337 - - 14,337 Exercised options, net of options withheld for taxes and exercise price - 262 ( 2,066 ) - - ( 2,066 ) Issuance of Common Stock upon settlement of restricted stock units, net of shares withheld for taxes 1,017 - ( 12,863 ) - - ( 12,863 ) Issuance of Common Stock as non-cash consideration for asset acquisition 56 - 1,220 - - 1,220 Conversion from Class B to Class A 826 ( 826 ) - - - - Foreign currency translation adjustment - - - ( 1,372 ) - ( 1,372 ) Equity warrants - - 1,980 - - 1,980 Net loss - - - - ( 11,353 ) ( 11,353 ) Balance as of December 31, 2025 10,359 19,185 126,995 ( 2,124 ) 122,539 247,410 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of contents Exodus Movement, Inc. Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 (In thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 11,353 ) $ 112,958 Adjustments to reconcile net (loss) income to net cash used in operating activities, net of assets acquired Depreciation and amortization 3,753 5,335 Deferred tax (benefit) expense ( 9,801 ) 17,924 Impairment of other assets 179 336 Loss (gain) on digital assets, net 18,892 ( 96,111 ) Gain on sale of future token interests ( 2,000 ) — Staking and other income ( 271 ) ( 1,244 ) Other loss, net 512 209 Share-based compensation 13,611 6,596 Noncash equity-based compensation - warrants 1,980 — Accrued interest income ( 1,923 ) ( 2,225 ) Other operating activities settled in digital assets and USDC (1) ( 38,898 ) ( 52,172 ) Change in operating assets and liabilities: Accounts receivable 397 71 Prepaid expenses 620 ( 687 ) Other current assets ( 335 ) ( 4,215 ) Other long-term asset 79 ( 109 ) Accounts payable 69 111 Accrued liabilities ( 716 ) 2,952 Income tax payable — ( 989 ) Other current liabilities ( 13 ) ( 714 ) Other long-term liabilities ( 343 ) ( 68 ) Net cash used in operating activities ( 25,561 ) ( 12,042 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in SAFE notes ( 600 ) — Purchase of equity security ( 249 ) — Purchases of long-lived assets ( 1,648 ) ( 201 ) Proceeds from sale of future token interests 2,000 — Purchases of fixed assets ( 267 ) ( 273 ) Purchases of treasury bills ( 4,938 ) ( 76,667 ) Redemption of treasury bills 35,692 91,403 Purchases of digital assets ( 5,895 ) ( 2,533 ) Disposal of digital assets held 63,662 32,158 Issuance of loan receivables ( 80,000 ) — Other investing activities ( 100 ) — Net cash provided by investing activities 7,657 43,887 CASH FLOWS FROM FINANCING ACTIVITIES: Borrowing on term loan 60,000 — Payments on term loan ( 60,000 ) — Repurchase of shares to pay employee withholding taxes ( 15,076 ) ( 5,351 ) Exercise of stock options 35 13 Net cash used in financing activities ( 15,041 ) ( 5,338 ) F-7 Table of contents Change in cash and cash equivalents ( 32,945 ) 26,507 Cash and cash equivalents, beginning of period 37,883 11,376 Cash and cash equivalents, end of period $ 4,938 $ 37,883 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Non-cash issuance of stock $ 80 $ 10 Non-cash purchase of fixed assets $ ( 36 ) $ ( 44 ) Non-cash option exercises $ 32 $ 3,074 Non-cash capitalized software costs settled in digital assets and stock (including share-based compensation of $ 726 and $ 561 respectively) $ ( 2,118 ) $ ( 3,532 ) Non-cash capitalized interest on notes receivable $ 600 $ — Long-lived assets acquired through equity issuance $ 1,220 $ — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest on debt $ 570 $ — (1) See "Note 6 - Intangible Assets” The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of contents Notes to the Consolidated Financial Statements Note 1 Nature of Business F-8 Note 2 Summary of Significant Accounting Policies F-8 Note 3 Revenue Recognition F-17 Note 4 Prepaid Expenses F-18 Note 5 Loans Receivable, Net F-18 Note 6 Intangible Assets F-19 Note 7 Fixed Assets, Net F-22 Note 8 Software Assets, Net F-22 Note 9 Debt F-22 Note 10 Shareholders' Equity F-23 Note 11 Income Taxes F-25 Note 12 Commitments and Contingencies F-28 Note 13 Fair Value Measurements F-29 Note 14 Earnings (Loss) Per Share F-30 Note 15 Variable Interest Entity F-30 Note 16 Segment Reporting F-31 1. Nature of Business Exodus Movement, Inc. (“Exodus” or “the Company” or “we”) was incorporated in Delaware in July 2016. In December 2025, the Company effected the redomestication of the Company from the State of Delaware to the State of Texas. The Company operates in the FinTech subsector of the greater blockchain and digital asset industry. The Company has developed an un-hosted self-custodial digital asset wallet on the Exodus Platform and contracts with third parties to provide various services to users that utilize the Company’s wallet through the platform. 2. Summary of Significant Accounting Policies Basis of Presentation The Company prepares its consolidated financial statements in conformity with U.S. GAAP. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include depreciation, the recoverability of long-lived assets, useful lives and impairment of long-lived tangible and intangible assets, valuation of share-based compensation, valuation of equity warrants, reserves for litigation and other contingencies and accounting for income taxes, among others. Principles for Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. F-9 Table of contents Foreign Currency Translation and Transactions Assets and liabilities of international subsidiaries whose functional currency is the local currency are translated at the rate of exchange in effect on the consolidated balance sheet date; income and expenses are translated at the average exchange rates prevailing during the period. The effects of these translation adjustments are presented in the consolidated statements of shareholders’ equity and in the consolidated statements of operations and comprehensive (loss) income. Fluctuations in the Company’s functional currency from our net investment in the Company’s subsidiaries expose us to foreign currency translation risk, where changes in foreign currency exchange rates may adversely affect our results of operations upon translation into U.S. Dollars. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Executive Officer, also known as the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates as one operating segment and one reportable segment. Segment expenses are provided to the CODM on the same basis as disclosed in the consolidated statements of operations and comprehensive (loss) income which are used to evaluate company performance. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements. Revenue Recognition The Company applies the provisions of Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers (“ASC 606”), to determine the measurement of revenue and the timing of when it is recognized. Under ASC 606, revenue is measured as the amount of consideration we expect to be entitled to, in exchange for transferring products or providing services to our customers and is recognized when performance obligations under the terms of contracts with our customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (1) identify contract(s) with the customer; (2) identify the separate performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations in the contract; and (5) recognize revenue when (or as) each performance obligation is satisfied. Our primary customers are Application Programming Interface Providers ("API Providers") who pay for access to the Exodus Platform. Exchange Aggregation, Fiat Onboarding, and Staking Revenue Earned Through an API Provider The Company recognizes various amounts charged to API Providers which are based on user interactions conducted through APIs as revenue. Currently, the Company has API agreements with providers of digital asset-to-digital asset exchanges, fiat-to-digital asset conversions, and digital asset staking. Under the terms and conditions of the agreements, the Company and the providers have integrated the APIs into the Exodus Platform. In consideration for the integration by the Company of the APIs into the Exodus Platform software, API Providers pay us an API fee for certain user interactions with the API Provider. These interactions are typically transactions of services between provider and a user, effected through the API. Exchange Aggregation—There are two main types of contracts with API Providers, transaction-based contracts and tiered subscription contracts based on volume. The performance obligations under both types of contracts are such that the Company allows the API Providers to provide software services which permit a user of Exodus’ un-hosted self-custodial digital asset software wallet to exchange one digital asset for another digital asset (the “Exchange Services”). The API Providers supply an application program interface to permit the Exchange Services to be integrated into the un-hosted self- custodial wallet software (the “Exchange API”). Under the terms and conditions of the agreements, the Company and the Exchange API Providers have integrated the Exchange APIs into the Exodus wallet. For transaction-based contracts, revenue is recognized when a transaction occurs between a user and the API Provider. The Company receives from the API Provider a set percentage, per the contract, of the transaction value. As the majority of our revenue is transaction based, our revenue can vary significantly based on the volume of user transactions that occur each day. Because revenue is recognized based on our estimates of the user transaction value (using pricing information from an independent pricing source), network fees, and spread captured by the API Provider, any or all of which may differ from the actual amounts, there is variable consideration. The Company calculates an expected variable percentage to apply to the F-10 Table of contents transaction when and as revenue generating activity (in the form of user transactions with API Providers) occurs, which is used to calculate the amount recognized. Because a transaction-based contract between the Company and the API Provider represents a series of distinct services, which occur daily, the variable consideration allocation exception allows the Company in each case to allocate the consideration related to each individual user transaction to the period in which it is earned, since the pricing formula is consistent throughout the period. The variability in transaction price no longer exists after receipt of consideration. The transaction price is based on a percentage of the fair value of assets exchanged and is settled in Bitcoin. For tiered subscription contracts, revenue is recognized monthly when the API Provider is invoiced a U.S. dollar amount based on the user transaction volume tier reached during the corresponding month. The invoice may be settled in an amount of either Bitcoin or U.S. Dollar Coin ("USDC"), at the election of the API Provider, equivalent in value to the U.S. dollar amount at time of payment. Because the contract is denominated in U.S. dollars and the amount invoiced to and due from the API Provider is a U.S. dollar amount, even if settled in the form other than cash, the consideration is valued as of the payment date and revenue is recognized based on the U.S. dollar amount. Because the transaction volume is not known at the time of contract inception and remains uncertain until the contract period is complete, there is variable consideration. The variable consideration is resolved each month given that the Company invoices its tiered subscription customers in U.S. dollars based on actual volume tier reached. The Company has concluded that the contracts do not contain any significant financing components, as either the period between receipt of the funds and the satisfaction of performance obligations is largely within one year. Substantially all of the contracts call for payment to be made in digital assets or USDC and have payment terms that are less than 30 days. Fiat onboarding—Fiat on-ramps, powered by API Providers, such as Ramp network, facilitate an effortless exchange for users to buy digital assets with fiat currency through bank transfer, credit or debit card and Apple Pay. Users can sell digital assets for fiat currency and transfer to their bank account utilizing our off-ramp, which is currently powered by API Providers such as MoonPay and Sardine. Exodus receives transaction-based fees from our third-party providers based on volume of currency exchanged. As the majority of our revenue is transaction based, our revenue can vary significantly based on the volume of user transactions that occur each day. Because revenue is recognized based on our estimates of the user transaction value (using pricing information from an independent pricing source), network fees, and spread captured by the API Provider, any or all of which may differ from the actual amounts, there is variable consideration. The Company calculates an expected variable percentage to apply to the transaction when and as revenue generating activity (in the form of user transactions with API Providers) occurs, which is used to calculate the amount recognized. Because a transaction- based contract between the Company and the API Provider represents a series of distinct services, which occur daily, the variable consideration allocation exception allows the Company in each case to allocate the consideration related to each individual user transaction to the period in which it is earned, since the pricing formula is consistent throughout the period. The variability in transaction price no longer exists after receipt of consideration. The transaction price is based on a percentage of the fair value of assets exchanged and is settled primarily in USDC. Staking revenue earned through an API Provider—By participating in blockchain validation through our third-party API Provider, Everstake, users are able to earn rewards by staking supported digital assets held in their Exodus wallets. 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 unstake them at any time. Users of the Exodus Platform are able to access the Staking app within the Exodus Platform and delegate certain digital assets to participate in staking and receive the resulting rewards. Exodus receives a volume based tiered monthly subscription fee from Everstake. Because the transaction volume is not known at the time of contract inception, the contract is based by epoch period or daily period depending on the digital asset and their network validation rules. The Company has determined that the variable consideration is resolved at the end of the period. Revenue is recognized on a monthly basis based on the completion of the series of performance obligations during the period. Consulting and Other Revenue Earned by Exodus or Through an API Provider Consulting and other—The Company recognizes revenue from the provision of consulting and other services based on contractual terms. Revenue from consulting and other primarily consists of transactions for non-fungible tokens. The Company evaluates the transactions based on whether it controls the digital asset provided before it is transferred to the users or whether it acts as an agent by arranging for other customers to provide the digital asset to the customer. The Company does not control the digital asset being provided before it is transferred to the buyer, does not have inventory risk related to the digital asset, and is not responsible for the fulfillment of the digital asset. The Company also does not set the price for the digital asset. The Company’s API Provider agreements and user terms of service along with the self-custodial nature of the product clarify that the responsibility for transactions flowing through the APIs are exclusively the F-11 Table of contents responsibility of the API Provider and the user. The Company has determined that for its transaction-based contracts it is an agent solely for the purposes of ASC 606. Concentration of Revenue Revenue from API Providers exceeding 10% of total revenues for the years ended December 31, 2025 and 2024 were as follows: (in thousands) 2025 2024 Company A $ 14,820 $ 20,837 Company B $ 18,357 $ 20,206 Company C $ 19,434 $ 19,931 Company D (1) $ — $ 16,196 Company E $ 18,261 $ 12,807 Company F (2) $ 13,161 $ — (1) Company did not have over 10% of revenue during the fiscal year 2025. (2) Company did not have over 10% of revenue during the fiscal year 2024. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, money market mutual funds and treasury bills with an original maturity of three months or less. U.S. Dollar Coin USDC is a stablecoin digital asset that is backed by U.S. dollars or other liquid assets and accounted for as a financial instrument. USDC can be redeemed for one U.S. Dollar. Concentration of Credit Risk The Company maintains its cash and cash equivalents in checking accounts, various investment grade institutional money market accounts, bank term deposits and licensed digital asset exchanges. Deposited funds held with financial institutions may exceed the $250,000 limit insured by the Federal Deposit Insurance Corporation (“FDIC”). Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit. The Company has not experienced any losses on funds deposited to these accounts and, therefore, does not believe it is exposed to any significant credit risk with respect to these accounts. The Company also holds cash at digital asset trading venues and performs a regular assessment of these trading venues as part of its risk management process. Accounts Receivable The Company records accounts receivable at the invoiced amount. Accounts receivable are contractual rights to receive payment in the form of digital assets, stable coin, or cash, and are recognized as an asset on the consolidated balance sheets. Accounts receivable consists of earned but not yet received revenue accounted for in accordance ASC 606. Accounts receivable that result in obtaining the right to receive a fixed amount of digital assets in the future are hybrid instruments, consisting of a receivable host contract that is initially measured at the fair value of the underlying digital assets and is subsequently carried at amortized cost, and an embedded forward feature based on the changes in the fair value of the underlying digital asset. The embedded forward is bifurcated from the host contract and is subsequently measured at fair value. The Company applies ASC 326-20, Financial Instruments – Credit Losses, to record an allowance for doubtful accounts for receivables based on expected credit losses. In determining expected credit losses, the Company considers historical loss experience, the aging of its receivable balance, and the term between invoicing and when payment is due. Any accounts receivable balance shall be charged off in the period in which trade receivables are deemed uncollectible. Recoveries of F-12 Table of contents trade receivables previously charged off shall be recorded when received. There have been no receivables charged off for the period s presented. Loans Receivable, Net Loans receivable, net are recognized when the Company has a legally enforceable right to receive cash or other financial assets under the terms of a written loan or promissory note. Loans receivable are initially recorded at the principal amount advanced and are subsequently carried at amortized cost, net of any allowance for credit losses. The Company evaluates loans receivable for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses, and records an allowance for credit losses when necessary based on management’s assessment of expected collectability. Interest income is recognized using the effective interest method. Loan origination fees received, net of certain direct loan origination costs, are deferred as an adjustment to the carrying value of the related loans and amortized into interest income over the estimated life of the loans. Contractual exit fees associated with loans receivable are accounted for as adjustments to yield and amortized into interest income using the effective interest method over the expected term of the loans. For loans that provide for the capitalization of interest, accrued interest is added to the carrying value of the loan receivable in accordance with the contractual terms and is not separately presented as accrued interest receivable. Fair Value Measurements Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are not observable. Prices may fall within Level 1, 2 or 3 depending upon the methodology and inputs used to estimate fair value for each specific security. In general, securities are priced using third-party pricing services. Securities not priced by pricing services are submitted to independent brokers for valuation and, if those are not available, internally developed pricing models are used to value assets using a methodology and inputs that market participants presumably would use to value the assets. Prices obtained from third-party pricing services or brokers are not adjusted. Subsequent to the adoption of Accounting Standards Update ("ASU") 2023-08, the fair value of each digital asset is based on quoted (unadjusted) prices in the principal market for each digital asset. Such prices are based on Level 1 inputs in accordance with ASC 820 - Fair Value Measurement . Investments The Company determines the classification of investments at the time of purchase and evaluates such classification at each balance sheet date. Investments over which the Company exercises significant influence, but does not control, are accounted for using the equity method of accounting. Investments over which the Company does not exercise significant influence are accounted for in accordance with ASC 321, Investments—Equity Securities ("ASC 321"). As of December 31, 2025 , the Company held (i) investments in Simple Agreements for Future Equity (“SAFEs”) and (ii) one investment in an equity security. The SAFEs represent contractual rights to acquire equity interests upon the occurrence of specified future events and do not provide the Company with voting rights, governance rights, or the ability to exercise significant influence over the issuers. Accordingly, the SAFEs are accounted for as cost method investments and are included within other long-term assets on the consolidated balance sheets. The Company’s investment in an equity security is accounted for in accordance with ASC 321 which is measured at fair value. Changes in the equity security fair value is recognized in other losses, net on the consolidated statement of operations and comprehensive (loss) income and the equity security is included within other long-term assets on the consolidated balance sheets. The Company evaluates its investments for impairment at each balance sheet date. An impairment loss is recognized when the carrying amount exceeds estimated fair value and the decline in value is determined to be other than temporary. F-13 Table of contents Convertible Note Receivable In November 2025, the Company entered into a $ 0.1 million convertible loan agreement with an unrelated third party. The convertible note is accounted for as a note receivable within other long-term assets, in accordance with ASC 310 - Receivables, on the Company's balance sheet and is recorded at amortized cost which approximates its fair value. The note accrues interest at a rate of 0.50 % per annum above the 12-month EURIBOR, with interest beginning to accrue on January 1, 2027. The convertible note has a contractual maturity date of October 31, 2027, unless earlier converted in accordance with the terms of the agreement. The convertible note includes conversion features that permit the outstanding principal and accrued interest to be converted into equity, of the unrelated third party, upon the occurrence of specified events, including (i) a qualifying equity financing, (ii) an exit event, or (iii) at the election of the Company, if no qualifying financing has occurred, upon maturity. T he conversion price component varies by each trigger event: in the event of a new financing round, it is the lowest fully- diluted price per share multiplied by a 80.0 % d iscount multiple subject to a contractual valuation cap of € 15.0 million ; for an exit event, it is the lower of the cap-based fully-diluted ("FD") price or the actual FD price in the exit; and for conversion on request, it is the cap-based FD price. As of December 31, 2025 , the carrying amount of the convertible note receivable was $ 0.1 million , and no allowance for credit losses was recorded. Variable Interest Entity The Company evaluates its involvement with legal entities to determine whether the entity is a variable interest entity ("VIE") and whether consolidation is required under applicable accounting guidance. An entity is considered a VIE when, among other factors, (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support or (ii) the equity holders at risk lack the characteristics of a controlling financial interest. If the Company has a variable interest in a VIE, it assesses whether it is the primary beneficiary. The primary beneficiary is the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In assessing whether it has the power to direct the activities that most significantly impact a VIE's economic performance, the Company evaluates the substance of its contractual arrangements, governance rights, and decision- making authority. Rights that are designed solely to protect the Company's interests, without providing substantive decision-making ability, are not considered indicators of power. If the Company determines that it is not the primary beneficiary of a VIE, the entity is not consolidated and the Company accounts for its involvement in accordance with other applicable accounting guidance. Fixed Assets, Net Fixed assets are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives of the respective assets. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized and depreciated. Digital Assets Effective January 1, 2024 , the company adopted ASU 2023-08, Improvements to Crypto Assets Disclosures. The Company presents digital assets separately from other intangible assets, recorded as digital assets on the consolidated balance sheets. The net activity from remeasurement of digital assets at fair value is reflected in the consolidated statements of operations and comprehensive (loss) income within expense (income). Digital assets that are received as noncash consideration in our revenue arrangements and sold for cash within seven days are presented as cash flows from operating activities in other operating activities settled in digital assets and USDC, while other digital asset activity held longer than seven days is reflected as cash flows from investing activities under disposal of digital assets held in the consolidated statements of cash flows. The Company uses a mix of non-custodial and custodial services at multiple locations that are geographically dispersed to store its digital assets. The Company has performed an analysis of the principal market. Refer to " Note 6 - Intangible Assets", and " Note 13 - Fair Value Measurements", for additional information. The Company has ownership of and control over its digital assets. The cost basis is calculated on a first-in first-out basis. Software Development Cost The Company applies ASC 985-20, Software-Costs of Software to Be Sold, Leased, or Marketed , in analyzing the Company’s software development costs. ASC 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility for a software product in development. Software development F-14 Table of contents costs associated with establishing technological feasibility are expensed as incurred. We apply A SC 350-40, Intangibles— Goodwill and Other—Internal Use Software , in the review of certain system projects. These system projects generally relate to software not hosted on our users’ systems (as defined in ASC 350-40), where the user has no access to source code, and it is infeasible for the user to operate the software themselves without Exodus s ervers in place. In these reviews, all costs incurred during the preliminary project planning stages are expensed as incurred. Amortization of capitalized software development costs are included in technology, development and user support in the consolidated statements of operations and comprehensive (loss) income. During the years ended December 31, 2025 and 2024, the Company recorded $ 0.2 million and $ 0.3 million , respectively, in software development impairment which is presented as impairment on other assets in the consolidated statements of operations and comprehensive (loss) income. Indefinite-Lived Intangible Assets The Company applies ASC 350-30, Intangibles-Goodwill and Other, General Intangibles Other Than Goodwill, in analyzing the Company’s indefinite-lived assets. Indefinite-lived assets, primarily the Company’s domain name, are not amortized but are evaluated annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of the asset may exceed its fair value. I f the carrying value of an indefinite-lived asset exceeds its fair value, an impairment charge is recognized in an amount equal to that excess. Definite-Lived Intangible Assets The Company applies ASC 350-30, Intangibles-Goodwill and Other, General Intangibles Other Than Goodwill, in analyzing the Company’s definite-lived assets. The Company's intangible assets consist primarily of technology in development, an assembled workforce, and trade names. These intangible assets were capitalized at fair market value and are being amortized over their estimated useful lives. Impairment of Long-Lived Assets The Company reviews its long-lived assets, currently consisting of indefinite-lived intangible assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required to determine the fair value of our long-lived assets and measure impairment, which includes projected cash flows. Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. Changes in estimated fair value could result in an impairment of the asset. There were no material impairment charges recorded for the periods reported. The Company performs its annual impairment test of long-lived assets as of December 31 and determined that no impairment existed for the Company’s long-lived assets the years ended December 31, 2025 and 2024 . Share-based Compensation Under the Company’s share-based compensation plans, certain team members, members of the Company’s Board, and its consultants have received grants of restricted stock units (“RSUs”) for Exodus Movement Class A common stock. The Company accounts for RSUs as equity classified awards. For RSUs, the expense is measured based on the grant-date fair value and is recognized over the requisite service period for each vesting tranche of awards expected to vest, with forfeitures estimated based on historical experience and future expectations. Share-based compensation is included in expenses (income) on the consolidated statements of operations and comprehensive (loss) income. Warrant Valuations During fiscal year 2025, in connection with certain agreements, the company issued warrants to purchase shares of its common stock. The company measures the fair value of the warrants using the Black-Scholes option pricing model as of the issuance date. Exercisable warrants are equity based and recorded as a reduction in additional paid-in capital. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options and warrants granted for the periods presented were as follows: F-15 Table of contents • Expected dividend yield - The expected dividend is assumed to be zero as we have never paid dividends and have no current plans to pay any dividends on our common stock. • Expected stock-price volatility - The expected volatility is derived from the historical volatility of the Company's stock as there are no other publicly traded companies within our industry that we consider to be comparable over a period approximately equal to the expected term. • Risk-free interest rate - The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. • Expected term - The expected term represents the period that the awards are expected to be outstanding. Our historical warrant exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, we estimate the expected term by using the simplified method provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. • Fair value per share - The fair value per share is the fair price or theoretical value for a call or a put option based on six variables such as volatility, type of option, underlying stock price, time, strike price and risk-free rate. (Loss) Earnings Per Share The Company computes net (loss) income per share using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s Class A and Class B common stock were deemed participating securities. Basic net (loss) income per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net (loss) income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the exercise of stock options, warrants, and vesting of RSUs. Income Taxes The Company applies the provisions of ASC 740, Income Taxes . Under ASC 740, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the statements of operations and comprehensive (loss) income in the period that includes the enactment date. The Company records valuation allowances to reduce its deferred tax assets to the amount that is more likely than not be realized. In accordance with ASC 740, the Company recognizes, in its consolidated financial statements, the impact of the Company's tax positions that are more likely than not to be sustained upon examination. The Company will determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. Upon determination that a tax position meets the more-likely-than-not recognition threshold, it is measured to determine the amount of benefit to recognize in the financial statements. The Company recognizes interest and penalties for uncertain tax positions in income tax expense. On July 4, 2025, the “One Big Beautiful Bill Act” (P.L. 119‑21) was enacted into law. The legislation reinstates and extends several provisions of the 2017 Tax Cuts and Jobs Act, including permanent 100% bonus depreciation, enhanced Section 179 expensing, full research and development expense deduction for domestic expenditures and modification to the international tax framework. We are currently assessing its impact on our consolidated financial statements. The primary impact of the legislation is the acceleration of deductions related to research and development costs incurred in the U.S., which did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025. Asset Acquisitions When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value F-16 Table of contents basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with fair value measurement accounting principles. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. For information on the acquisition that we completed during the year ended December 31, 2025 that we accounted for as asset acquisitions, see "Note 6 - Intangible Assets.” On November 10, 2025, the Company acquired substantially all of the assets of Gratitud Interna Ltd., a Latin American crypto payments platform. The aggregate purchase price was $ 2.7 million excluding transaction costs of $ 0.1 million , of which $ 1.5 million was paid in cash and $ 1.2 million was delivered in newly issued Class A shares. The Company issued 55,825 shares of Class A common stock, based on the 60-day volume-weighted average price of the Company’s Class A common stock as of that date. 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. Recently Issued Accounting Pronouncements Pending Adoption Targeted Improvements to the Accounting for Internal-Use Software In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ”. The amendments in ASU 2025-26 (i) remove all references to prescriptive software development “project stages,” (ii) refocus the capitalization threshold such that an entity begins capitalizing when (a) management authorizes and commits to funding the project and (b) it is probable that the project will be completed and used for its intended function (subject to evaluation of significant development uncertainty). The amendments in ASU 2025-26 do not (i) amend the accounting for external-use software under Subtopic 985-20, (ii) change the types of internal-use software costs eligible for capitalization (e.g., data conversion, training, maintenance costs generally remain expensed), or (iii) modify when capitalization ceases (i.e., when the software is substantially complete and ready for its intended use). The amendments in ASU 2025-26 are effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods. Early adoption is permitted, but only as of the beginning of an annual reporting period. Entities may elect a prospective, retrospective, or modified retrospective transition approach. The Company is currently evaluating the impact of adopting the standard on the consolidated financial statements. Expense Disaggregation Disclosures In November 2024, the FASB issued ASU 2024-03, "Expense Disaggregation Disclosures" . ASU 2024-03 aims to enhance disclosures regarding a public business entity’s expenses, specifically addressing investor requests for more detailed information on the types of expenses included in commonly presented expense captions such as cost of sales, selling, general and administrative expenses, and research and development. The amendments in ASU 2024-03 require additional transparency on the breakdown of expenses, including purchases of inventory, team member compensation, depreciation, amortization, and depletion. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date, or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its financial reporting and will adopt the standard in accordance with the required effective date. Subsequent to December 31, 2024, in January 2025 the FASB issued ASU 2025-01 which clarifies the disclosure requirements for public business entities adopting ASU 2024-03. ASU 2025-01 specifies that all public business entities should initially adopt the disclosure requirements presented in ASU 2024-03 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting the standard on the consolidated financial statements. Recently Adopted Accounting Pronouncements Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” , which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated F-17 Table of contents between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. As of December 31, 2025, the Company has adopted ASU 2023-09, which was applied on a prospective basis. This guidance only impacts footnote disclosures and will not impact our consolidated financial statements. Improvements to Crypto Assets Disclosures In December 2023, the FASB issued ASU 2023-08, "Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60)" which provides an update to existing crypto asset guidance and requires an entity to measure certain crypto assets at fair value. In addition, this guidance requires additional disclosures related to crypto assets once it is adopted. As of January 1, 2024 , the Company has adopted ASU 2023-08. As a result of adopting the amendments, the Company’s cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period, or as of January 1, 2024, amounted to $ 38.3 million , which consisted of $ 48.7 million of fair value adjustments offset by a $ 10.4 million tax impact related to the fair value adjustments. The Company includes realized and unrealized gains and losses in net (loss) income on the consolidated financial statements which is presented separately from changes in the carrying amount of other intangible assets. Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. This guidance only impacts footnote disclosures and will not impact our consolidated financial results of operations. The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective basis. 3. Revenue Recognition The following table presents the Company’s revenues disaggregated by geography, based on the addresses of the Company’s customers for the years ended December 31, 2025 and 2024 : (in thousands, except percentages) 2025 2024 Amount % of Revenues Amount % of Revenues Republic of the Marshall Islands $ 31,311 25.7 % $ 36,128 31.1 % Hong Kong 27,412 22.6 24,769 21.3 British Virgin Islands 20,449 16.8 19,282 16.6 Seychelles 14,820 12.2 20,837 17.9 Saint Vincent and Grenadines (1) 13,268 10.9 5,494 4.7 Other (2) 14,291 11.8 9,762 8.4 Revenues $ 121,551 100.0 % $ 116,272 100.0 % (1) Saint Vincent and Grenadines did not have over 10% of revenue during the fiscal year 2024, prior year balances provided for comparability purposes. (2) No other individual country accounted for more than 10% of total revenue. F-18 Table of contents The following table presents the Company’s revenues disaggregated by products and services for the years ended December 31, 2025 and 2024 : (in thousands, except percentages) 2025 2024 Amount % of Revenues Amount % of Revenues Exchange aggregation $ 110,705 91.1 % $ 107,101 92.1 % Fiat onboarding 5,046 4.2 3,941 3.4 Staking 4,350 3.6 2,284 2.0 Consulting 910 0.7 1,307 1.1 Othe r (1) 540 0.4 1,639 1.4 Revenues $ 121,551 100.0 % $ 116,272 100.0 % (1) Other includes $ 0.4 million and $ 1.5 million related to non-fungible token revenue for the years ended December 31, 2025 and 2024 , respectively. The following table presents the Company's contract balances as of December 31, 2025 and 2024: (in thousands) Balance January 1, 2024 $ 727 Prior period performance obligation satisfied ( 727 ) Increase in contract liability 100 Current period performance obligation satisfied ( 88 ) Balance December 31, 2024 12 Prior period performance obligation satisfied ( 12 ) Increase in contract liability 71 Current period performance obligation satisfied ( 71 ) Balance December 31, 2025 $ — 4 . Prepaid Expenses The Company prepays certain expenses due to the nature of the service provided or to capture certain discounts. The table below shows a breakout of these prepaid expenses for the periods presented: (in thousands) December 31, 2025 December 31, 2024 Prepaid software $ 931 $ 762 Accounting, consulting, and legal services 788 540 Prepaid cloud services 646 669 Marketing 260 220 Prepaid insurance 219 53 Other prepaids 152 82 Prepaid expenses $ 2,996 $ 2,326 5 . Loans Receivable, Net Term Facility and Delayed-Draw Term Facility On November 18, 2025, the Company entered into a loan agreement with W3C Corp., pursuant to which the Company agreed to provide up to $ 70.0 million of secured financing, consisting of (i) a term loan facility with aggregate commitments of up to $ 60.0 million (the “Term Facility”) and (ii) a delayed-draw term loan facility with aggregate commitments of up to $ 10.0 million (the “Delayed-Draw Term Facility” and collectively with the Term Facility, the “Facilities” ). The Facilities are secured by substantially all of the assets of W3C Corp. and certain of its subsidiaries, subject to customary exceptions. As of December 31, 2025, no amounts were outstanding under the Delayed-Draw Term Facility. F-19 Table of contents Borrowings under the Term Facility bear interest at a rate of 12.0 % per annum, compounded monthly, while borrowings under the Delayed-Draw Term Facility bear interest at a rate of 6.0 % per annum, compounded quarterly. In each case, accrued interest is capitalized and added to the outstanding principal balance. The loan agreement also provides for a one- time upfront fee equal to 2.0 % of the Term Facility and an exit fee of up to $ 7.2 million , which is reduced by the aggregate amount of upfront fees paid and capitalized interest at the time of repayment. Accordingly, interest income associated with the Facilities reflects both contractual interest accrued on outstanding borrowings and the amortization of upfront and exit fees, which are accounted for as adjustments to loan yield. For the year ended December 31, 2025, the Company recognized interest income related to the Facilities of $ 2.1 million . Based on the Company’s current expectation that amounts outstanding under the Term Facility will be repaid in connection with the consummation of the acquisition, the effective interest rate on the Term Facility is higher than the stated contractual rate due to the amortization of upfront and exit fees, while the effective interest rate on the Delayed-Draw Term Facility approximates its stated contractual rate. The Facilities mature on the earlier of (i) consummation of the acquisition and (ii) the date falling twelve months after the initial borrowing under the term loan facility, subject to extensions in certain circumstances as provided in the loan agreement. Covenants The Facilities contain customary affirmative and negative covenants, including limitations on additional indebtedness, liens, asset sales, acquisitions and distributions, as well as a minimum liquidity covenant. The Facilities also include customary events of default, including non-payment, breach of covenants and insolvency events, which could result in the acceleration of amounts outstanding. As of December 31, 2025, the Company was in compliance with all applicable covenants. Credit Risk and Allowance for Credit Losses As of December 31, 2025, the Company concluded that no allowance for credit losses was required based on the secured nature of the receivables, the short-term expected duration of the arrangements, and the Company’s assessment of the creditworthiness of the counterparty. Seller Promissory Note On November 18, 2025, the Company entered into a secured promissory note with the seller of W3C Corp., a related party (the “Seller Note”), pursuant to which the Company extended a loan in the principal amount of $ 10.0 million . The Seller Note bears interest at a rate of 6.0 % per annum, compounded quarterly, with accrued interest capitalized and added to the outstanding principal balance. The Seller Note is secured by a pledge of the seller’s equity interests in W3C Corp. All outstanding principal and accrued interest under the Seller Note are due and payable upon the earlier of the consummation of the acquisition or the occurrence of specified termination events. Upon consummation of the acquisition, the outstanding principal and accrued interest are expected to be settled through a non-cash offset against the purchase consideration otherwise payable to the seller. Interest income associated with the Seller Note is recognized in interest income. For the year ended December 31, 2025, the Company recognized $ 0.1 million of interest income related to the Seller Note. Based on the short-term expected duration of the arrangement, the secured nature of the Seller Note, and the anticipated settlement through offset at closing, the Company determined that no allowance for credit losses was required as of December 31, 2025. 6 . Intangible Assets Indefinite-Lived Intangible Assets Indefinite-lived assets were $ 2.1 million as of December 31, 2025 and 2024 , respectively. Indefinite-lived assets primarily consist of purchased domain names. In the second quarter of 2024 , the Company purchased a domain name for $ 0.2 million . The Company considers these assets to be indefinite-lived, resulting in no recognition of amortization. F-20 Table of contents Definite-Lived Intangible Assets, Net During the fourth quarter of 2025, the Company recognized definite-lived assets in connection with the Gratitud Interna Ltd. asset purchase. The components of the intangible assets are as follows: (in thousands) December 31, 2025 Technology in development $ 1,317 Assembled workforce 1,316 Trade name 235 Less: accumulated amortization ( 86 ) Definite-lived intangible assets in use, net $ 1,465 Definite-lived intangible assets, net $ 2,782 Technology in development, assembled workforce, and trade name each have a useful life of 3 years , respectively. As of December 31, 2025 , the acquired technology is being developed and will not be placed in service until it is ready for its intended use. Further, the weighted average remaining amortization period for definite-lived intangibles in use is 2.83 years . During 2025, amortization expense for definite-lived intangible assets was $ 0.1 million and is included within general and administrative expenses on the consolidated statements of operations and comprehensive (loss) income. The Company had no definite-lived intangible assets as of December 31, 2024 . Expected future amortization expense for definite-lived intangible assets in use are as follows: (in thousands) Years ended December 31, 2026 $ 517 2027 517 2028 431 $ 1,465 Digital Assets The tables below outline the fair value of our digital assets based on publicly available rates as of the dates presented as well as the cost: (in thousands, except units) December 31, 2025 Units Cost basis Fair Value Bitcoin 1,704 $ 53,449 $ 149,164 Ether 1,898 3,476 5,633 Solana 12,473 2,385 1,552 Other 172,189,617 102 98 Digital assets $ 59,412 $ 156,447 (in thousands, except units) December 31, 2024 Units Cost Basis Fair Value Bitcoin 1,941 $ 69,707 $ 181,238 Ether 2,655 4,967 8,847 Solana 24,472 2,241 4,628 Other 10,011,770 5,641 1,646 Digital assets $ 82,556 $ 196,359 F-21 Table of contents The following table summarizes the digital asset activities as of December 31, 2025 and 2024 : (in thousands) Value Balance, December 31, 2023 $ 35,010 Adoption of ASU 2023-08 48,676 Balance, January 1, 2024 83,686 Additions (1) 81,790 Disposals (2) ( 65,228 ) Gains (3) 96,111 Balance, December 31, 2024 196,359 Additions (1) 91,833 Disposals (2) ( 112,853 ) Losses (4) ( 18,892 ) Balance, December 31, 2025 $ 156,447 (1) Additions primarily relate to revenue generated from customers and staked assets. (2) Disposals primarily relate to payment of liabilities pertaining to vendor invoices and payroll payments. Disposals of digital assets to cash are primarily used for operational purposes. (3) The Company recognized cumulative realized gains from exchange of digital assets of $ 9.6 million and cumulative realized losses from exchange of digital assets of $ 1.9 million for the year ended December 31, 2024 , which are included in loss (gain) on digital assets, net on the consolidated statements of operations and comprehensive (loss) income. (4) The Company recognized cumulative realized gains from exchange of digital assets of $ 11.7 million and cumulative realized losses from exchange of digital assets of $ 13.8 million for the year ended December 31, 2025 , which are included in loss (gain) on digital assets, net on the consolidated statements of operations and comprehensive (loss) income. The following table summarizes other operating activities settled in digital assets and USDC: (in thousands) December 31, 2025 December 31, 2024 Revenue $ ( 121,849 ) $ ( 110,514 ) Expenses 42,958 22,256 Conversion of digital assets and USDC to cash 39,492 40,607 Accounts receivable and other current assets 2,117 ( 4,695 ) Payroll liabilities ( 244 ) ( 551 ) Currency translation related to digital assets ( 1,372 ) 725 Other operating activities settled in digital assets and USDC $ ( 38,898 ) $ ( 52,172 ) Gain on sale of Future Token Interests During the second quarter of fiscal year 2025, the Company sold its right to receive 6,666,667 of its 13,333,334 Magic Eden tokens from Eden Protocol Limited. A gain on sale of future token interests of $ 2.0 million was recognized as a result of the sale and is presented in the consolidated statements of operations and comprehensive (loss) income. The right to receive future Magic Eden token interests represents an embedded derivative that had a fair value of zero as of December 31, 2025 and 2024 . F-22 Table of contents 7. Fixed Assets, Net Fixed assets, net, consisted of the following: (in thousands) Useful Life (years) December 31, 2025 December 31, 2024 Computer equipment 3 $ 1,015 $ 940 Vehicles 8 202 237 Furniture and fixtures 3 16 21 Fixed assets, gross 1,233 1,198 Less: accumulated depreciation ( 775 ) ( 841 ) Fixed assets, net $ 458 $ 357 Depreciation expense was $ 0.2 million for both years ended December 31, 2025 and 2024 . 8. Software Assets, Net Costs incurred are used to develop internal software applications and consist of mainly compensation and benefits. We capitalize software development costs upon the establishment of technological feasibility. For the years ended December 31, 2025 and 2024 , we capitalized $ 2.1 million and $ 3.5 million , respectively, of software development costs. When the software is ready for use, these capitalized costs are amortized on a straight‑line basis over the estimated useful life, estimated to be three years . Software assets, net, consisted of the following: (in thousands) December 31, 2025 December 31, 2024 Software in development $ 1,069 $ 1,400 Software assets in use 13,198 11,240 Less: accumulated amortization ( 9,702 ) ( 6,511 ) Software assets in use, net 3,496 4,729 Software assets, net 4,565 6,129 The following summarizes the future amortization expense as of December 31, 2025. (in thousands) 2026 2,095 2027 1,181 2028 220 $ 3,496 Amortization expense was $ 3.5 million and $ 5.1 million for the years ended December 31, 2025 and 2024 , respectively. 9 . Debt On November 17, 2025, the Company entered into a Loan Term Sheet under its Amended and Restated Master Digital Currency Loan Agreement with Galaxy Digital LLC, pursuant to which the Company borrowed $ 60.0 million (the “Galaxy Loan”). The borrowing is structured as an evergreen, callable loan, under which Galaxy may recall, and the Company may elect to repay, all or a portion of the outstanding principal with 30 days ’ notice. The Galaxy Loan bears a Borrow Fee of 9.0 % , per annum, and interest expense recognized on the Galaxy Loan for the year ended December 31, 2025 was $ 0.6 million . Interest expense is recorded on the consolidated statement of operations and comprehensive (loss) income. As of December 31, 2025 , the Galaxy Loan was paid in full. F-23 Table of contents 10 . Shareholders’ Equity The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share . Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock. During 2025 and 2024 , Class B shareholders elected to convert their shares to Class A. Total conversions from Class B to Class A shares were 826,316 and 3,181,149 for the years ended December 31, 2025 and 2024 , respectively. In October 2025, holders of our Class A common stock have the ability to tokenize their shares on the Solana blockchain through our co-transfer agent, Superstate. The tokenized common stock is recorded and maintained by the co-transfer agent and represents the same ownership interests as the corresponding shares of Class A common stock reflected in the company’s official share register. In December 2024, our Class A common stock was listed for quotation on the NYSE American under the symbol “EXOD”. In April 2024, our Class A common stock was listed for quotation on the OTCQX under the symbol “EXOD”. OTC Markets approval was received in April 2024. In January 2024, our Class A common stock was listed for quotation on the OTCQB under the symbol “EXOD”. OTC Markets approval was received in January 2024 and in January the initial qualifying deposit was made and initial trades have occurred. Share-Based Compensation Options and Equity Grants Issued The 2019 Equity Incentive Plan adopted in September 2019 (the “2019 Plan”) permitted the Company to grant non- statutory stock options, incentive stock options, and other equity awards to Exodus team members, directors, and consultants. The exercise price for options issued under the 2019 Plan is determined by the Board, but will be (i) in the case of an incentive stock option granted to an employee or consultant who owns stock representing more than 10 % of the voting power of all classes of stock of Exodus, no less than 110 % of the fair market value per share on the date of grant; or (ii) granted to any other team member or consultant, no less than 100 % of the fair market value per share on the date of grant. The contractual life for all options issued under the 2019 Plan is 10 years . The 2019 Plan authorized grants to issue up to 3,000,000 options ( prior to the 2021 Equity Incentive Plan ) that are convertible into shares of authorized but unissued Class B common stock. As of December 31, 2025 , there were 545,142 shares of Class B common stock options outstanding. In August 2021, the Company adopted the 2021 Equity Incentive Plan, as amended and restated (the "Plan"). The Plan permits the Company to grant non-statutory stock options, incentive stock options and other equity awards, such as restricted stock units, to Exodus team members, directors, and consultants. The exercise price for options issued under the 2021 Plan is determined by the board of directors, but will be (i) in the case of an incentive stock option granted to an team member who owns stock representing more than 10 % of the voting power of all classes of stock of Exodus, no less than 110 % of the fair market value per share on the date of grant; or (ii) granted to any other team member or consultant, no less than 100 % of the fair market value per share on the date of grant. The contractual life for all options issued under the 2021 Plan is 10 years . The Plan initially authorized grants to issue up to 2,780,000 awards that are convertible into shares of authorized but unissued Class A common stock. Pursuant to the terms of the Plan, the Company may increase our share pool by 5 % of our outstanding shares of capital stock each year. As of December 31, 2024 , a total of 6,662,936 shares of Class A common stock were reserved for issuance under the Plan. In August 2025, the Company added 1,453,470 additional shares to the share pool in accordance with the Evergreen provision, bringing the total number of shares reserved for issuance under the Plan to 8,116,406 as of December 31, 2025 . As of December 31, 2025 , there were 2,543,468 restricted stock units that are authorized and outstanding with a fair value of $ 37.6 million . Upon the approval of the Amended Plan, the Company can no longer grant non-statutory stock options, incentive stock options, or other equity awards to Exodus team members, directors, or consultants under the 2019 Plan. The terms of our share-based compensation are governed by the plan pursuant to which such awards were issued. F-24 Table of contents The following table summarizes stock option activities for 2025 : Options Weighted Average Exercise Price Outstanding - beginning of period 866,135 $ 2.41 Exercised ( 320,993 ) $ 2.40 Outstanding - end of period 545,142 $ 2.41 The following table summarizes RSU activities for 2025 : RSUs Weighted Average Grant Date Fair Value Price Outstanding - beginning of period 2,904,901 $ 4.14 Granted 1,270,707 $ 26.20 Vested ( 1,414,455 ) $ 8.46 Forfeited ( 217,685 ) $ 9.35 Outstanding - end of period 2,543,468 $ 12.13 Share-based compensation for the years ended December 31, 2025 and 2024 is recorded on the Company’s consolidated statements of operations and comprehensive (loss) income as follows: (in thousands) 2025 2024 Technology, development, and user support $ 6,733 $ 2,829 General and administrative 7,604 4,328 Share-based compensation $ 14,337 $ 7,157 As of December 31, 2025 , total unrecognized share-based compensation expense was $ 13.8 million . This compensation expense is expected to be recognized over a weighted-average period o f 1.6 years . Warrants During the year ended December 31, 2025 , the Company issued warrants to purchase 100,000 shares of its common stock to a third-party; no cash was received or paid in connection with the issuance. The fair value of the warrants was recorded to general and administrative expense on the consolidated statements of operations and comprehensive (loss) income and a corresponding increase to additional paid-in capital. For the year ended December 31, 2025 , the expense related to the issuance of the warrants was $ 2.0 million using the Black-Scholes option-pricing model, based on the following weighted- average assumptions: December 31, 2025 Exercise price $ 31.90 Risk-free interest rate 4.03 % Expected dividend yield — Expected volatility 81.32 % Expected life (years) 7.0 F-25 Table of contents 11. Income Taxes The (loss) income before income tax (benefit) expense for the years ended December 31, 2025 and 2024 , are as follows: (in thousands) 2025 2024 (Loss) income before income taxes Domestic $ ( 20,239 ) $ 130,872 Foreign ( 413 ) ( 14 ) Total (loss) income before income taxes ( 20,652 ) 130,858 The current and deferred tax components of the income tax provision for the years ended December 31, 2025 and 2024 , are as follows: (in thousands) 2025 2024 Current tax expense (benefit) U.S. Federal 455 ( 37 ) State 47 13 Total 502 ( 24 ) Deferred tax (benefit) expense U.S. Federal ( 9,446 ) 17,447 State ( 355 ) 477 Total ( 9,801 ) 17,924 Total tax (benefit) expense U.S. Federal ( 8,991 ) 17,410 State ( 308 ) 490 Income tax (benefit) expense $ ( 9,299 ) $ 17,900 F-26 Table of contents The reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate as of December 31, 2025 and 2024 , was as follows: (dollars in thousands) December 31, 2025 December 31, 2024 Amount % Amount % Domestic federal statutory rate $ ( 4,337 ) 21.0 % $ 27,480 21.0 % Effect of cross border tax laws: Foreign derived intangible income deduction ( 673 ) 3.3 ( 185 ) ( 0.1 ) Other 4 ( 0.1 ) — * Tax credits: Research and development tax credits ( 905 ) 4.4 ( 133 ) ( 0.1 ) Nontaxable or nondeductible items: Share-based compensation ( 10,390 ) 50.3 ( 11,570 ) ( 8.8 ) Non-deductible executive compensation 5,235 ( 25.3 ) 1,738 1.3 Lobbying 378 ( 1.8 ) — * Penalties 519 ( 2.5 ) — * Transaction costs 1,368 ( 6.6 ) — * Other 36 ( 0.2 ) 17 * Domestic state and local income tax (benefit) expense - net of federal (benefit) expense ( 309 ) 1.5 491 0.3 Foreign tax effects 100 ( 0.5 ) 3 * Uncertain tax positions ( 343 ) 1.7 — * Other 18 ( 0.2 ) 59 * Effective tax rate $ ( 9,299 ) 45.0 % $ 17,900 13.6 % * Percentage variances not considered meaningful. Effective Tax Rate Income tax benefit was $ 9.3 million in 2025 compared to an expense of $ 17.9 million for the same period in 2024 . The effective tax rate during 2025 was 45.0 % compared to 13.6 % in 2024 . In 2025 and 2024, state and local income taxes in California and Nebraska comprise the majority of the domestic state and local income taxes, net of federal tax. For the year ended December 31, 2025 , the change from the statutory tax rate to the effective rate was primarily due to a benefit related to stock option exercises net of non-deductible executive compensation, U.S. Foreign Derived Intangible Income and research and development tax credits partially offset by nondeductible expenses. For the year ended December 31, 2024 , the change from the statutory tax rate to the effective rate was primarily due to a benefit related to stock option exercises, net of non-deductible executive compensation, and U.S. Foreign Derived Intangible Income partially offset by change in valuation allowance. F-27 Table of contents Significant components of deferred tax assets and liabilities as of December 31, 2025 and 2024 , were as follows: (in thousands) December 31, 2025 December 31, 2024 Deferred tax assets Intangible assets $ 5,282 $ 1,551 Share-based compensation 2,430 1,501 Net operating loss carryforward 1,409 459 Federal tax credit carry forwards 457 — Other 109 — Less: valuation allowance ( 321 ) ( 448 ) Total deferred tax assets $ 9,366 $ 3,063 Deferred tax liabilities Unrealized gain on digital assets ( 20,656 ) ( 24,297 ) Prepaid expenses ( 640 ) ( 511 ) Fixed assets ( 61 ) ( 34 ) Total deferred tax liabilities ( 21,357 ) ( 24,842 ) Net deferred tax liabilities $ ( 11,991 ) $ ( 21,779 ) Valuation Allowance At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, only the portion of the deferred tax asset that is more likely than not to be realized was recognized. However, if the Company is not able to generate sufficient taxable income through the reversal of deferred tax liabilities or from its operations in the future, then a valuation allowance to reduce the Company’s deferred tax assets may be required, which would increase the Company’s expenses in the period the allowance is recognized. As of December 31, 2025 , the Company’s US net deferred tax liability was primarily comprised of basis differences in digital assets partially offset by deferred tax assets related to intangible assets, net operating loss carryforwards, tax credit carryforwards and share-based compensation. Reversals of deferred tax liabilities are available to utilize US deferred tax assets. Based upon the historical cumulative income of its foreign subsidiaries, management does not expect to realize the full benefit of this deferred tax asset before it will expire. A valuation allowance of $ 0.3 million and $ 0.4 million was reflected against the Company’s gross deferred tax asset balance related to foreign net operating losses as of December 31, 2025 and 2024 , respectively. On July 4, 2025, One Big Beautiful Bill Act ("OBBB") was signed into law in the United States. OBBB includes significant changes to U.S. federal tax law, such as an elective deduction for domestic research and experimental expenditures, and changes to the tax rate on income from non-U.S. sources and subsidiaries. OBBB did not have a material impact on our current year effective tax rate. The OBBB allowed for the acceleration of deductions in 2025 with a corresponding reduction of deferred tax assets. As of December 31, 2025 , Exodus had federal and state net operating losses of $ 5.0 million and $ 0.3 million , respectively. The federal net operating loss carries forward indefinitely. Generally, California, Nebraska and other U.S. states have a twenty-year carryforward for net operating losses. Exodus had federal R&D tax credit carryforward of $ 0.5 million . If not utilized, the federal R&D credits will expire in in 2045. For the year ended December 31, 2025 , Exodus had foreign net operating loss carryforwards of $ 2.5 million which, if unused, will expire in various years beginning 2027. Open Periods Exodus is subject to taxation in the United States, Canada, Netherlands, Italy and Switzerland. As of December 31, 2025 , tax years 2022 to 2025 are subject to examination by tax authorities. With limited exceptions as of December 31, 2025 , Exodus is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2022. F-28 Table of contents Uncertain Tax Positions A reconciliation of unrecognized tax benefits was as follows : (in thousands) December 31, 2025 December 31, 2024 Balance - beginning of period $ 344 $ 412 Additions for tax positions of prior years — 40 Lapse of statute of limitations ( 344 ) ( 108 ) Balance - end of period $ — $ 344 The liability for uncertain tax position is a component of other long-term liabilities. As of December 31, 2025 , there were no unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. As of December 31, 2024 , there were $ 0.3 million of unrecognized tax benefits that would affect the effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax (benefit) expense. During the year ended December 31, 2025 , the Company did not recognize interest and penalties. During the year ended December 31, 2024 , the Company recognized less than $ 0.1 million in interest and penalties. Supplemental Disclosure of Income Taxes Paid Cash paid for income taxes consisted of the following: (in thousands) December 31, 2025 December 31, 2024 United States $ 4 $ 5,379 12. Commitments and Contingencies Legal Proceedings The Company is subject to a number of claims and proceedings that generally arise in the ordinary course of business, the outcome of which cannot be predicted with certainty. The Company does not believe that the liabilities from such ordinary course claims and proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. If the Company believes the losses are probable and can be reasonably estimated, reserves will be established. For matters where a reserve has not been established, the ultimate outcome or resolution cannot be predicted at this time or the amount of ultimate loss, if any, cannot be reasonably estimated. Litigation is subject to many uncertainties and there can be no assurance as to the outcome of the individual litigated matters. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company’s consolidated financial condition, results of operations or cash flows in any particular reporting period. Office of Foreign Assets Control ("OFAC") Matter As previously disclosed, in December 2018, we received an administrative subpoena issued by OFAC seeking information regarding potential transactions with individuals in Iran. In response, we conducted a comprehensive review that covered all countries and territories subject to U.S. trade embargoes administered by OFAC. We submitted a voluntary self- disclosure and subpoena response regarding potential violations to OFAC, and took remedial action designed to prevent similar activity from occurring in the future. Additionally, in March 2021, we received a second administrative subpoena issued by OFAC seeking information regarding potential transactions with certain North Korean cyber actors, to which we responded and was resolved without any separate findings of misconduct or enforcement action. For the year ended December 31, 2025 , we reached a settlement agreement with OFAC to fully resolve the matter regarding individuals in Iran. Under the terms of the agreement, we agreed to pay a civil monetary penalty of $ 2,473,360 , and to invest an additional $ 630,000 in sanctions compliance controls. In November 2025, the civil monetary penalty was paid in full. The settlement does not constitute an admission of liability or admission of willful or intentional wrongdoing by the Company and reflects the Company’s full cooperation and remedial actions taken throughout the investigation. F-29 Table of contents 13. Fair Value Measurements The Company’s financial assets are summarized below as of December 31, 2025 and 2024 , with fair values shown according to the fair value hierarchy: (in thousands) Carrying Value Quoted Prices Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 As of December 31, 2025 Bitcoin $ 149,164 $ 149,164 $ — $ — Ether 5,633 5,633 — — Solana 1,552 1,552 — — Other investments (1) 700 — — — Equity security 244 244 — — Other digital assets 98 98 — — Money market funds 7 7 — — Total $ 157,398 As of December 31, 2024 Bitcoin $ 181,238 $ 181,238 $ — $ — Treasury bills 31,162 31,162 — — Money market funds 25,514 25,514 — — Ether 8,847 8,847 — — Solana 4,628 4,628 — — Other digital assets 1,646 1,646 — — Other investment (1) 100 — — — Total $ 253,135 (1) These investments are recorded at cost. The Company invests in held to maturity treasury bills. As of December 31, 2025 , the Company held no treasury bills. As of December 31, 2024 , the Company held treasury bills with a maturity of greater than three months in other current assets in the amount of $ 30.5 million , and the Company held treasury bills with a maturity of less than three months in cash and cash equivalents in the amount of $ 0.7 million . The discount rates ranged from 1.1 % to 2.4 % as of December 31, 2024 . Assets and Liabilities Not Measured and Recorded at Fair Value The Company’s financial instruments, including USDC, are carried at cost, which approximates their fair value. If these financial instruments were recorded at fair value, they would be based on Level 1 inputs. The Company also holds notes receivable that are recorded at amortized costs which approximates their fair value. The fair value of these instruments is not readily determinable due to their non-marketable nature and is therefore not included in the fair value hierarchy. F-30 Table of contents 14. (Loss) Earnings Per Share The following table sets forth the computation of basic and diluted net (loss) income per share of common stock for the years ended December 31, 2025 and 2024 : (in thousands, except per share amounts) 2025 2024 Basic net (loss) income per share: Numerator Net (loss) income, basic and diluted $ ( 11,353 ) $ 112,958 Denominator Weighted-average number of shares used in per share computation - Class A 9,515 5,371 Weighted-average number of shares used in per share computation - Class B 19,492 20,925 Basic net (loss) income per share - Class A $ ( 0.39 ) $ 4.30 Basic net (loss) income per share - Class B $ ( 0.39 ) $ 4.30 Diluted net (loss) income per share: Denominator Weighted-average number of shares used in diluted computation - Class A 9,515 9,051 Weighted-average number of shares used in diluted computation - Class B 19,492 23,012 Diluted net (loss) income per share - Class A $ ( 0.39 ) $ 3.52 Diluted net (loss) income per share - Class B $ ( 0.39 ) $ 3.52 Diluted (loss) earnings per share includes the dilutive effect of common stock equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the reporting period. Diluted (loss) earnings per share for the year ended December 31, 2025 excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share. The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share: (In thousands) December 31, 2025 RSUs outstanding 2,543 Stock options outstanding 545 Warrants 100 Number of anti-dilutive shares 3,188 15. Variable Interest Entity In November 2025, the Company entered into a definitive agreement to acquire W3C. W3C is a Delaware corporation that serves as a holding company for Monavate Holdings Limited ("Monavate") and Baanx.com Ltd. ("Baanx"), and their respective subsidiaries (collectively, the "W3C Group"). As of December 31, 2025, W3C owns and operates Monavate and Baanx businesses and the acquisition of the W3C Group has not closed. In connection with the proposed acquisition, the Company entered three financing arrangements with W3C consisting of: (i) a term loan facility of $ 60.0 million ; (ii) a delayed draw term loan facility of $ 10.0 million and (iii) a seller promissory note of $ 10.0 million . For further details on these arrangements, refer to "Note 5 – Loans Receivable, Net". We concluded that W3C is a variable interest entity. The Company evaluated whether it is the primary beneficiary of W3C, as aligned with the procedures described in "Note 2 – Summary of Significant Accounting Policies", and concluded that it is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact W3C’s economic performance. Therefore, W3C is not consolidated in the Company’s consolidated financial statements. F-31 Table of contents The Company's maximum exposure to loss was $ 81.0 million and represents the carrying values of loan receivables and related capitalized and accrued interest recorded in the Company's consolidated balance sheets as of December 31, 2025. The Company does not have any contractual requirement to provide additional financial support to W3C beyond amounts currently funded and has not provided any financial support to W3C during the year ended December 31, 2025, other than amounts advanced under the loan agreements. 16. Segment Reporting The Company has one reportable segment: revenues. Factors that management used to identify the Company’s reportable segment include the Company’s integrated business model, shared customer base, centralized corporate functions, and uniform service offerings in determining that the business operates as a single segment. A description of the types of products and services from which the reportable segment derives its revenues as well as the accounting policies applicable to the reportable segment can be found in "Note 2 – Summary of Significant Accounting Policies". Entity-wide information can be found in "Note 3 – Revenue Recognition". The chief operating decision maker, who is the chief executive officer, assesses the performance of the Company using consolidated net (loss) income for the reportable segment and decides how to allocate resources based on revenues, technology, development and user support, general and administrative expenses, and net (loss) income which are reported under identical captions in the consolidated statements of operations and comprehensive (loss) income. No additional measures of segment assets, profit, or loss are used in internal management reporting. The Company does not have intra-entity sales or material intra-entity transfers for consideration in the segment analysis. Information about reported segment revenue and profit as well as significant segment expenses can be found in the consolidated statements of operations and comprehensive (loss) income. 60 Table of contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.