Exodus Movement, Inc. Files 8-K on Agreements and Rights

TL;DR

EXOD files 8-K: Material agreements, security holder rights changes, and corporate amendments effective Dec 8.

AI Summary

Exodus Movement, Inc. filed an 8-K on December 10, 2025, reporting a material definitive agreement and modifications to security holder rights, effective December 8, 2025. The filing also includes amendments to its articles of incorporation or bylaws and financial statements/exhibits. The company is incorporated in Texas and based in Omaha, Nebraska.

Why It Matters

This 8-K filing indicates significant corporate actions by Exodus Movement, Inc., including new agreements and potential changes affecting its security holders.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce new risks or alter existing ones for investors.

Key Numbers

• 001-42047 — SEC File Number (Identifies the company's filing history with the SEC.)
• 81-3548560 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Exodus Movement, Inc. (company) — Registrant
• December 08, 2025 (date) — Effective date of earliest event reported
• December 10, 2025 (date) — Filing date
• Texas (jurisdiction) — State of Incorporation
• Omaha, Nebraska (location) — Principal Executive Offices
• 833-992-2566 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.000001 — tered Class A Common Stock, par value $0.000001 per share EXOD NYSE American LLC

Filing Documents

• exod-20251208.htm (8-K) — 71KB
• exod-ex2_1.htm (EX-2.1) — 46KB
• exod-ex3_1.htm (EX-3.1) — 121KB
• exod-ex3_2.htm (EX-3.2) — 410KB
• exod-ex10_1.htm (EX-10.1) — 110KB
• 0001193125-25-314369.txt ( ) — 960KB
• exod-20251208.xsd (EX-101.SCH) — 26KB
• exod-20251208_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indemnification Agreements Exodus Movement, Inc. (the " Company ") entered into indemnification agreements with each of its directors and executive officers (collectively, the " Indemnitees " and, the " Indemnification Agreements "), effective as of December 8, 2025, which replaced and superseded any previous indemnification agreements between the Company and each such individual. The Indemnification Agreements provide for certain indemnification and advancement of expenses by the Company in connection with actions or proceedings arising out of the Indemnitees' service as directors or officers of the Company or service to other entities at the Company's request, on the terms and subject to the conditions set forth therein. The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

03 Material Modification to Rights of Shareholders

Item 3.03 Material Modification to Rights of Shareholders. On November 7, 2025, stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas (the " Redomestication ") by means of a plan of conversion (the " Plan of Conversion "), as described in the Company's definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on November 17, 2025 (the " Information Statement "). Pursuant to the Plan of Conversion, the Company effected the Redomestication on December 8, 2025 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Texas Secretary of State and (iii) a certificate of formation with the Texas Secretary of State (the " Texas Charter "). The Company also adopted new bylaws (the " Texas Bylaws ") to reflect the Redomestication. Through the adoption of the Plan of Conversion, at the effective time of the Redomestication: The Company continues its existence as a Texas corporation (the " Texas Corporation ") and continues to operate its business under the current name Exodus Movement, Inc.'' The internal affairs of the Company ceased to be governed by Delaware law and are instead governed by Texas law. The Company ceased to be governed by its Delaware certificate of incorporation and Delaware bylaws and is instead governed by the provisions of the Texas Charter and the Texas Bylaws. The Redomestication did not result in any change in the Company's business, management, obligations, assets or liabilities (other than as a result of the transaction costs related to the Redomestication). Each outstanding share of Class A Commo

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit numbers Description 2.1 Plan of Conversion 3.1 Certificate of Formation of Exodus Movement, Inc. 3.2 Bylaws of Exodus Movement, Inc. 10.1 Form of Indemnification Agreement to be entered into between Exodus Movement, Inc. and its directors and officers 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 10, 2025 By: /s/ James Gernetzke James Gernetzke, Chief Financial Officer