Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of, and under the supervision of, our Chief Executive Officer ("Principal Executive
Officer") and Chief Financial Officer ("Principal Financial Officer"), evaluated the effectiveness of the Company's
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December
31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of
December 31, 2025, the Company’s disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed
by, or under the supervision of, the Company's Chief Executive Officer and Chief Financial Officer and effected by the
Company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2025, based on the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO Framework"). Based on this assessment, management
concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025.
Previously Reported Material Weaknesses
We identified errors in our previously reported financial information as of and for the year ended December 31, 2021. As a
result of the errors that were identified, we identified a material weakness in the Company’s control environment whereby
the Company did not design and maintain effective internal control over financial reporting with respect to the expertise
and quantity of its resources. Specifically, we did not effectively execute a strategy to hire, train, and retain a sufficient
quantity of personnel with an appropriate level of training, expertise, and experience in certain areas important to financial
reporting. In addition, we also identified a material weakness whereby we did not design and implement effective control
activities based on the criteria in the Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO Framework"). Specifically, the control activities did not
adequately (i) address relevant risks, (ii) provide evidence of performance, (iii) provide appropriate segregation of duties,
or (iv) operate at a level of precision to identify all potentially material errors.
Remediation Update of Previously Reported Material Weakness
Management has fully executed its remediation plan as of the period ended December 31, 2025, to address the previously
reported material weaknesses in internal control over financial reporting. Throughout the current fiscal year 2025, the
Company has added experienced accounting leadership, enhanced control design and documentation, and implemented
review and approval processes to further strengthen oversight of our financial reporting processes. Key remediation actions
completed as of December 31, 2025 include:
• Hiring and training additional accounting personnel with appropriate level of training and technical expertise and
experience to improve segregation of duties and oversight within the financial reporting process;
• Replacing certain key accounting leadership positions to enhance supervision and control accountability;
• Engaging an external consulting firm with digital asset industry expertise to assist with process improvement,
control design, and documentation;
• Implementing enhanced financial close procedures, workflow controls, and review-level documentation to
increase control precision and evidence of performance;
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• Strengthening entity-level and process-level controls, including segregation of duties and IT-related controls, in
alignment with the COSO Framework.
The remediated controls were implemented during fiscal year 2025 and operated for a sufficient period of time to allow
management to evaluate their design and operating effectiveness.The Company performed testing to confirm the operating
effectiveness of these enhanced controls throughout 2025.
Management further evaluated whether any remaining deficiencies, individually or in the aggregate, represent a material
weakness and concluded that no material weaknesses in internal control over financial reporting exist as of December 31,
2025.
Changes in Internal Control over Financial Reporting
Except for the remediation activities described above, there have been no changes in our internal control over financial
reporting that occurred during the three months ended December 31, 2025 , that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
(b) Trading Plans
On December 12, 2025 , Daniel Castagnoli , President , 3ZERO, of the Company, adopted a trading plan intended to satisfy
Rule 10b5-1(c) under the Exchange Act to sell up to 394,376 shares of the Company’s common stock between June 1,
2026 and June 30, 2027 , subject to certain conditions.
On December 13, 2025 , Margaret E. Knight , Director of the Company, adopted a trading plan intended to satisfy Rule
10b5-1(c) under the Exchange Act to sell up to 945 shares of the Company’s common stock between April 1, 2026 and
October 31, 2026 , subject to certain conditions.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information in our Proxy Statement for the 2026 Annual Meeting of Shareholders (“Proxy Statement”) under “Corporate
Governance,” “Proposal 1 – Election of Directors,” “Executive Officers,” "Delinquent Section 16(a) Reports" (if
applicable), and under the subheading “Executive Compensation—Compensation Disclosure and Analysis—Compensation
Policies and Procedures—Insider Trading Policy” is incorporated by reference.
We have adopted a Code of Ethics that establishes the standards of ethical conduct applicable to all our directors, officers
and employees, including our principal executive, principal financial and principal accounting officers, or persons
performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest,
corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading,
proper use of assets and how to report compliance concerns. A copy of the code is available on our website located at
www.exodus.com/investors/ under “Governance Documents.” We intend to disclose any amendments to the code, or any
waivers of its requirements, on our website to the extent required by applicable rules. The Audit Committee is responsible
for applying and interpreting the code in situations where questions are presented to it. Information contained on, or that
can be accessed through, the Company’s website is not incorporated by reference into this report, and you should not
consider information on the Company’s website to be part of this report.
Item 11. Executive Compensation
Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and “Executive
Compensation” other than the “Pay vs. Performance Comparison” subheading is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and
“Executive Compensation” other than the “Pay vs. Performance Comparison” subheading is incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information in the Proxy Statement under "Corporate Governance" and “Transactions with Related Persons, Promoters and
Certain Control Persons” is incorporated by reference.
Item 14. Principal Accountant Fees and Services
Information in the Proxy Statement under “Independence of Auditors” and "Auditors' Fees" is incorporated by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The following information required under this item is filed as part of this report:
(a)(1)
Financial Statements.
Document:
(i)
Report of Independent Registered Public Accounting Firm
(ii)
Consolidated Balance Sheets as of December 31, 2025 and 2024
(iii)
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years
Ended December 31, 2025 and 2024
(iv)
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025
and 2024
(v)
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
(vi)
Notes to Consolidated Financial Statements
Exhibits
Exhibit Number
Description
SEC Document Reference
2.1
Plan of Conversion
Incorporated by reference to Exhibit 2.1 to the
Company’s Form 8-K filed on December 10,
2025.
3.1
Amended and Restated Certificate of
Incorporation of Exodus Movement, Inc.
Incorporated by reference to Exhibit 3.1 to the
Company’s Form 10 filed on February 28, 2024.
3.2
Certificate of Amendment of Amended and
Restated Certificate of Incorporation of Exodus
Movement, Inc., dated July 14, 2025
Incorporated by reference to Exhibit 3.2 to the
Company’s Form 10-Q filed on August 11, 2025.
3.3
Certificate of Formation of Exodus Movement,
Inc.
Incorporated by reference to Exhibit 3.1 to the
Company’s Form 8-K filed on December 10,
2025.
3.4
Bylaws of Exodus Movement, Inc.
Incorporated by reference to Exhibit 3.2 to the
Company’s Form 8-K filed on December 10,
2025.
4.1
Description of the Registrant’s Capital Stock
Filed herewith
10.1†
Exodus Movement, Inc. 2019 Equity Incentive
Plan of Exodus Movement, Inc.
Incorporated by reference to Exhibit 6.1 to the
Company’s Form 1-A filed April 8, 2021.
10.2
Amended form of API Agreement (U.S. Crypto-
to-Crypto Exchanges).
Incorporated by reference to Exhibit 10.2 to the
Company’s Form 10 filed on February 28, 2024.
10.3
Form of API Agreement (International Crypto-to-
Crypto Exchanges)
Incorporated by reference to Exhibit 6.3 to the
Company’s Form 1-A filed April 8, 2021.
10.4
Platform Services, Transfer Agent and Registrar
Agreement, dated as of December 23, 2020, by
and between Securitize LLC. and Exodus
Movement, Inc.
Incorporated by reference to Exhibit 6.5 to the
Company’s Form 1-A filed April 8, 2021.
10.5
Order Form 2, dated as of January 14, 2021, by
and between Securitize LLC and Exodus
Movement, Inc.
Incorporated by reference to Exhibit 6.6 to the
Company’s Form 1-A filed April 8, 2021.
10.6
Amendment No. 6 to the Platform Services,
Transfer Agent and Registrar Agreement
Filed herewith
10.7
Digital Transfer Agency Agreement, dated
August 8, 2025, by and between Exodus
Movement, Inc., and Superstate Services LLC
Filed herewith
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10.8
Master Digital Currency Loan Agreement, dated
November 5, 2025, by and among Exodus
Movement, Inc. and Galaxy Digital LLC
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q filed on November 10,
2025.
10.9
Stock Purchase Agreement, dated as of November
24, 2025, by and among Exodus Movement, Inc.,
W3C Corp., and Garth Howat
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K filed on November 24,
2025.
10.10
Secured Promissory Note (Pre-Closing Seller
Loan), dated as of November 18, 2025, between
Exodus Movement, Inc. and Garth Howat
Incorporated by reference to Exhibit 10.2 to the
Company’s Form 8-K filed on November 24,
2025.
10.11
Loan Agreement (Term Facility and Delayed-
Draw Term Facility), dated as of November 18,
2025, between, among others, Exodus Movement,
Inc. as Lender and W3C Corp as Borrower
Incorporated by reference to Exhibit 10.3 to the
Company’s Form 8-K filed on November 24,
2025.
10.12
Form of Indemnification Agreement to be entered
into between Exodus Movement, Inc. and its
directors and officers
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K filed on December 10,
2025.
10.13†
Exodus Movement, Inc. Amended 2021 Equity
Incentive Plan .
Filed herewith.
10.14†
Form of Restricted Stock Unit Award Agreement
under the Exodus Movement, Inc. 2021 Equity
Incentive Plan.
Incorporated by reference to Exhibit 10.7 to the
Company’s Form 10 filed on February 28, 2024.
10.15†
Form of Restricted Stock Unit Award Agreement
under the Exodus Movement, Inc. 2021 Equity
Incentive Plan.
Incorporated by reference to Exhibit 10.8 to the
Company’s Form 10-K filed on March 6, 2025.
10.16†
Director Offer Letter, dated as of August 10, 2023,
by and between Exodus Movement, Inc. and
Margaret Knight .
Incorporated by reference to Exhibit 10.9 to the
Company’s Form 10 filed on February 28, 2024.
10.17†
Director Offer Letter, dated as of January 26,
2024, by and between Exodus Movement, Inc. and
Carol MacKinlay.
Incorporated by reference to Exhibit 10.10 to the
Company’s Form 10 filed on February 28, 2024.
10.18†
Director Offer Letter, dated as of January 24,
2024, by and between Exodus Movement, Inc. and
Tyler Skelton.
Incorporated by reference to Exhibit 10.11 to the
Company’s Form 10 filed on February 28, 2024.
10.19†
Offer Letter, dated April 15, 2025, by and between
Exodus Movement, Inc and Gerardo Di Giacomo
Filed herewith.
10.20†
Offer Letter, dated March 15, 2019, by and
between Exodus Movement, Inc and James
Gernetzke .
Filed herewith.
19.1
I nsider Trading Policy
Incorporated by reference to Exhibit 19.1 to the
Company’s Form 10-K filed on March 6, 2025.
21.1
Subsidiaries of the Registrant
Filed herewith.
23.1
Consent of Deloitte & Touche LLP.
Filed herewith.
31.1
Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 .
Filed herewith.
31.2
Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 .
Filed herewith.
32.1
Certification of the Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350 .
Furnished herewith.
32.2
Certification of the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350 .
Furnished herewith.
97
Policy on Recoupment of Incentive Compensation
Incorporated by reference to Exhibit 97 to the
Company’s Form 10-K filed on March 6, 2025.
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101.INS
Inline XBRL Instance Document – the instance
document does not appear in the Interactive Data
File because XBRL tags are embedded within the
Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With
Embedded Linkbase Documents
104
Cover Page Interactive Data File (embedded
within the Inline XBRL document)
† Indicates a management contract or compensatory plan.
* Portions of this exhibit indicated by [***] have been omitted from this public filing as they are not material and would
be competitively harmful if disclosed).
Item 16. Form 10-K Summary
None.
Financial Statement Schedules
All schedules have been omitted because the required information is included in the consolidated financial statements or
the notes thereto, or because it is not required.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
EXODUS MOVEMENT, INC.
Date: March 11, 2026
By:
/s/ James Gernetzke
James Gernetzke
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jon Paul Richardson
Chief Executive Officer and Director
March 11, 2026
Jon Paul Richardson
(Principal Executive Officer)
/s/ James Gernetzke
Chief Financial Officer and Secretary
March 11, 2026
James Gernetzke
(Principal Financial Officer and Principal Accounting Officer)
/s/ Margaret Knight
March 11, 2026
Margaret Knight
Director
Carol MacKinlay
Director
/s/ Tyler Skelton
March 11, 2026
Tyler Skelton
Director
/s/ Daniel Castagnoli
March 11, 2026
Daniel Castagnoli
Director