Exodus Movement, Inc. Enters Material Definitive Agreement

Ticker: EXOD · Form: 8-K · Filed: 2025-11-24T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, financial-obligation, 8-k

TL;DR

Exodus Movement, Inc. just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On November 18, 2025, Exodus Movement, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Delaware with its principal executive offices in Omaha, Nebraska, filed this 8-K report to disclose this event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Exodus Movement, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a direct financial obligation can introduce new financial risks and uncertainties for the company.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Exodus Movement, Inc.?

The filing states that Exodus Movement, Inc. entered into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details of the agreement are not provided in this excerpt.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on November 18, 2025.

Where are the principal executive offices of Exodus Movement, Inc. located?

The principal executive offices of Exodus Movement, Inc. are located at 15418 Weir St. #333, Omaha, Nebraska, 68137.

What is the company's Commission File Number?

Exodus Movement, Inc.'s Commission File Number is 001-42047.

What is the IRS Employer Identification Number for Exodus Movement, Inc.?

The IRS Employer Identification Number for Exodus Movement, Inc. is 81-3548560.

Filing Stats: 2,252 words · 9 min read · ~8 pages · Grade level 14.1 · Accepted 2025-11-24 16:08:48

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On November 24, 2025, Exodus Movement, Inc. (the " Company ") entered into a Stock Purchase Agreement (the " Purchase Agreement ") with W3C Corp. (the " Target ") and Garth Howat (" Seller "), pursuant to which the Company agreed to acquire from Seller all of the issued and outstanding shares of capital stock of the Target (the " Transaction "). The Target and its subsidiaries include Monavate Holdings Ltd. and its subsidiaries (collectively, " Monavate ") and Baanx.com Ltd. and Baanx US Corp (collectively, " Baanx "). Monavate is a global leader in payment solutions for fintech, Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards and B2B2C digital asset services. Pursuant to the Purchase Agreement, the Company will acquire the Target for aggregate cash consideration of approximately $175 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses. The purchase price payable at closing will be reduced by the outstanding amounts of the Pre-Closing Seller Loan as more fully described below. In addition, Seller has agreed that a portion of the purchase price consideration otherwise payable to Seller will be used to fund transaction-related bonus payments to certain key recipients in an aggregate amount of approximately $32.9 million, which amount will reduce the purchase price dollar-for-dollar, with approximately $16.0 million of such amount structured as retention bonuses that will vest and become payable subject to the applicable recipients' continued employment with the Target or its affiliates through the 12-month anniversary of the Transaction's closing, subject to customary exceptions set forth in the applicable award documentation. Any portion of the retention bonus that is forfeited in accordance with its terms will be reallocated among the other recipients, including by increasing the amounts payab

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 24, 2025, the Company issued a press release regarding the Transaction. A copy of the press release is attached hereto as Exhibit 99.1. On November 24, 2025, the Company provided supplemental information regarding the Transaction in connection with presentations to investors. A copy of each investor presentation regarding the Transaction is attached hereto as Exhibit 99.2 and Exhibit 99.3. The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, unless specifically identified as being incorporated therein by reference. (d) Exhibits Exhibit numbers Description 10.1 Stock Purchase Agreement, dated as of November 24, 2025, by and among Exodus Movement, Inc., W3C Corp., and Garth Howat 10.2 Secured Promissory Note (Pre-Closing Seller Loan), dated as of November 18, 2025, between Exodus Movement, Inc. and Garth Howat 10.3 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 99.1 Press release dated November 24, 2025 99.2 Investor Presentation of Exodus Movement, Inc., dated November 24, 2025 99.3 Supplemental Investor Presentation of Exodus Movement, Inc., dated November 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (" Form 8-K ") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding Exodus Movement, Inc. ("Exodus," the "Company," "we," "our," or "us") that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Form 8-K, including, without limitation, statements regarding the expected timing, likelihood, or completion of the proposed acquisition, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "potential," "project," "should," "will," or the negative of these words or other similar expressions. You should not rely on forward-looking statements as predictions of future events. These statements are based on our current expectations and projections about future events and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, among others, our ability to obtain required regulatory approvals, satisfy closing conditions, secure and maintain the necessary financing on expected terms, and consummate the acquisition on the anticipated terms and timeline, as well as other risks and uncertainties set forth in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statements contained in this Form 8-K to reflect events or circumstances after the date hereof, except as required by law.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXODUS MOVEMENT, INC. Date: November 24, 2025 By: /s/ James Gernetzke James Gernetzke, Chief Financial Officer

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