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the “Indemnitees” and, the “Indemnification Agreements”), effective as of December 8, 2025, which replaced and superseded any previous indemnification agreements between the Company and each such individual.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.
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 Common Stock of the Company automatically converted into one outstanding share of Class A Common Stock of the Texas Corporation.
•Each outstanding share of Class B Common Stock of the Company automatically converted into one outstanding share of Class B Common Stock of the Texas Corporation.
•Stockholders of the Company are not required to exchange their existing stock certificates for new share certificates.
•Each common stock token that digitally represented a share of the Company’s Class A Common Stock prior to the Redomestication automatically continued in existence and now digitally represents the corresponding share of Class A Common Stock of the Texas Corporation, with no change to the terms, conditions or functionality of the tokens.
•Each outstanding option, warrant, restricted stock unit or other right to receive, purchase or acquire shares of Class A Common Stock or Class B Common Stock of the Company, as applicable, continues in existence in the form of and automatically became an option, warrant, restricted stock unit or other right to receive, purchase or acquire an equal number of shares of Class A Common Stock or Class B Common Stock of the Texas Corporation, as applicable, under the same terms and conditions.
•The Class A Common Stock of the Texas Corporation resulting from the conversion continues to be traded on NYSE American under the current symbol ‘‘EXOD.’’ The Redomestication did not cause any interruption in the trading of such Class A Common Stock.