Exodus Movement, Inc. Files 8-K/A Amendment

Ticker: EXOD · Form: 8-K/A · Filed: 2025-11-25T00:00:00.000Z

Sentiment: neutral

Topics: amendment, material-agreement

TL;DR

Exodus Movement, Inc. amended an 8-K filing on Nov 25th regarding a Nov 18th agreement. Details TBD.

AI Summary

Exodus Movement, Inc. filed an 8-K/A amendment on November 25, 2025, related to a material definitive agreement entered into on November 18, 2025. The filing does not provide specific details about the agreement or any associated dollar amounts.

Why It Matters

This amendment to a previous filing indicates a significant update or correction regarding a material agreement, which could impact the company's operations or financial standing.

Risk Assessment

Risk Level: medium — The filing is an amendment to a material definitive agreement, suggesting a significant event, but lacks specific details to fully assess the risk.

Key Players & Entities

FAQ

What type of material definitive agreement was entered into by Exodus Movement, Inc. on November 18, 2025?

The filing does not specify the nature of the material definitive agreement.

What is the purpose of this 8-K/A filing?

This 8-K/A filing is an amendment to a previous report, indicating a correction or addition to information previously disclosed regarding a material definitive agreement.

When was the original event that this amendment pertains to?

The earliest event reported, which this amendment relates to, occurred on November 18, 2025.

What is the Commission File Number for Exodus Movement, Inc.?

The Commission File Number for Exodus Movement, Inc. is 001-42047.

Where is Exodus Movement, Inc. headquartered?

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

Filing Stats: 2,337 words · 9 min read · ~8 pages · Grade level 13.9 · Accepted 2025-11-25 16:41:35

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 25, 2025 By: /s/ James Gernetzke James Gernetzke, Chief Financial Officer

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