The filing discloses the voluntary cancellation of restricted stock units by two individuals to free up share capacity, which is a compensatory arrangement rather than a change in management or board composition.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Termination of a Material Definitive Agreement. On May 1, 2026, the Company entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Baanx US Corp. (the "Baanx US"), W3C and Howat, pursuant to which the Company acquired all of the issued and outstanding shares of capital stock of Baanx US and agreed to acquire certain other assets from Howat (the "Transaction"). The aggregate purchase price for the Transaction is $30.0 million, payable in installments over a four-year…

(d) Exhibits Exhibit numbers Description 10.1 Stock Purchase Agreement, dated as of May 1, 2026, by and among Exodus Movement, Inc., Baanx US Corp., W3C Corp. and Garth Howat. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 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: May 5, 2026 By: /s/…

Entry into a Material Definitive Agreement

Results of Operations and Financial Condition. On May 1, 2026, Exodus Movement, Inc. (the "Company") issued a press release announcing preliminary unaudited financial and operating results for the quarter ended March 30, 2026. The preliminary results presented in the press release are based on currently available information, are subject to the completion of the Company’s financial closing procedures and quarterly review, and may change materially as a result of the completion of such procedu…

Regulation FD Disclosure. Exodus Movement, Inc. (the “Company”) has exercised its contractual rights as a secured lender to appoint a receiver in the United Kingdom over certain subsidiaries of W3C Corp. (“W3C”), namely, Monavate Holdings Limited, Monavate Limited and Baanx Ltd., following W3C’s failure to repay amounts due under a term loan facility. The Company previously declared the loans immediately payable and demanded repayment, which was not satisfied. The appointed receiver intends t…

Regulation FD Disclosure. As previously disclosed, 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…

The filing describes the approval and details of a new stock incentive plan.

of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in…

Other Events. On January 8, 2026, Exodus Movement, Inc. (the “Company”) announced an update to selected digital asset holdings of the Company’s corporate treasury, as well as updated user and exchange provider processed volume metrics, as of December 31, 2025. As part of this update, the Company disclosed that during December 2025 it fully repaid the indebtedness incurred on November 17, 2025 in the principal amount of $60 million pursuant to a loan term sheet executed under the Company’s Mas…

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…

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 an…

disclosure, which is incorrect; and second, to file Exhibit 99.2, which was omitted in the Form 8-K. The Company is re-filing all exhibits in their entirety to provide a complete record in one filing. This Amendment supersedes the Form 8-K.

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 subsidiar…

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 Ex…

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 Ex…

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 subsidiar…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 17, 2025, the Company incurred indebtedness in the principal amount of $60 million (the “ November 2025 Loan ”) pursuant to a loan term sheet executed under its Master Digital Currency Loan Agreement (the “ Digital Currency Loan Agreement ”) with Galaxy Digital LLC (the “ Lender ”). The Company drew down the proceeds of the November 2025 Loan to maintain readiness to…

of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in…

of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in…

of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in…

of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in…

of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in…