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Exodus Movement, Inc.

Exodus Movement, Inc.EXOD決算レポート

NYSE · 金融 · 金融サービス

Exodus is a cryptocurrency wallet available on desktop and mobile platforms. It was founded in 2015 by JP Richardson and Daniel Castagnoli. Exodus wallet supports digital assets including Bitcoin, Ethereum, and Solana. It is available on Windows, macOS, Linux, iOS, Android, and as a browser extension.

What changed in Exodus Movement, Inc.'s 10-K — 2024 vs 2025

Top changes in Exodus Movement, Inc.'s 2025 10-K

458 paragraphs added · 420 removed · 329 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

121 edited+15 added−45 removed142 unchanged
Private key management solutions generally fall into two broad categories: custodial and self-custodial key management. Within a custodial key management structure, a company or platform generates the private keys for their users’ wallets and administers any and all digital assets sent to the addresses tied to those private keys.
Private key management solutions generally fall into two broad categories: custodial and self-custodial. Within a custodial key management structure, a company or platform generates the private keys for their users’ wallets and administers any and all digital assets sent to the addresses tied to those private keys.
Several foreign governments have also issued similar warnings cautioning that certain digital assets, including certain digital assets supported by the Exodus Platform, may be deemed to be securities under the laws of their respective jurisdictions. For more information regarding the regulatory environment of our industry, see “Item 1. Business – Regulatory Environment.” See also “Item 1A.
Also, several foreign governments have issued similar warnings cautioning that certain digital assets, including certain digital assets supported by the Exodus Platform, may be deemed to be securities under the laws of their respective jurisdictions. For more information regarding the regulatory environment of our industry, see “Item 1. Business – Regulatory Environment.” See also “Item 1A.
Customers may not be eligible to earn staking rewards during the unstaking period. For example, in accordance with the parameters of the Cosmos (ATOM) blockchain, users staking Cosmos (ATOM) are required to wait 21 days from the unstaking instruction date before they can access or withdraw their Cosmos (ATOM) coins.
Customers may not be eligible to earn staking rewards during the unstaking period. For example, in accordance with the parameters of the Cosmos ("ATOM") blockchain, users staking ATOM are required to wait 21 days from the unstaking instruction date before they can access or withdraw their ATOM coins.
Risk Factors – Risks Related to Our Business – If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny, reputational harm and other losses.” Exodus receives its revenues primarily in Bitcoin and USDC but accepts a wide range of digital assets and USD.
Risk Factors – Risks Related to Our Business – If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any of our digital assets, it could cause regulatory scrutiny, reputational harm and other losses .” Exodus receives its revenues primarily in Bitcoin and USDC but accepts a wide range of digital assets and USD.
On the other hand, the downside to using cold wallets is that they are not as easily accessible and are typically used only for long-term storage of digital assets. Often wallets have cumbersome interfaces, better suited to people who are very familiar with coding and computer processing than to consumers who want a straightforward, easy-to-use interface.
On the other hand, the downside to using cold wallets is they are not as easily accessible and are typically only used for the long- term storage of digital assets. Often wallets have cumbersome interfaces, better suited to people who are very familiar with coding and computer processing than to consumers who want a straightforward, easy-to-use interface.
The following are descriptions of key technologies used in our industry: 3 Blockchain Technology —Blockchain technology utilizes an open, distributed ledger managed by a peer-to-peer network to record transactions between parties linked to the blockchain. The Bitcoin blockchain, and other blockchains such as those of Ethereum and Litecoin, can be thought of as public record books of digital asset transactions.
The following are descriptions of key technologies used in our industry: Blockchain Technology —Blockchain technology utilizes an open, distributed ledger managed by a peer-to-peer network to record transactions between parties linked to the blockchain. The Bitcoin blockchain, and other blockchains such as those of Ethereum and Litecoin, can be thought of as public record books of digital asset transactions.
Risk Factors – Risks Related to Our Business – Our holdings of digital assets expose us to exchange, security, valuation and liquidity risks, which could negatively affect us.” Our future earnings and cash flows will be impacted if we 16 choose to monetize our digital assets and the variability of our earnings on these transactions will be dependent on the future fair value of such digital assets.
Risk Factors – Risks Related to Our Business – Our holdings of digital assets expose us to exchange, security, valuation and liquidity risks, which could negatively affect us.” Our future earnings and cash flows will be impacted if we choose to monetize our digital assets and the variability of our earnings on these transactions will be dependent on the future fair value of such digital assets.
Moreover, changes in regulation that may seem neutral on the surface may have either more or less impact on us than our competitors, depending on the circumstances. As another example, we are subject to export control, import and sanctions laws 19 and regulations, and we have policies and processes in place in connection with such laws and regulations.
Moreover, changes in regulation that may seem neutral on the surface may have either more or less impact on us than our competitors, depending on the circumstances. As another example, we are subject to export control, import and sanctions laws and regulations, and we have policies and processes in place in connection with such laws and regulations.
Through our API Providers, users can sell digital assets for fiat currency and transfer such currency to their bank account utilizing the off-ramp, which is currently powered by API Providers such as MoonPay and Sardine. Users can exchange U.S. dollar, EURO, and British Pound Sterling for digital assets via MoonPay where available.
Through our API Providers, users can sell digital assets for fiat currency and transfer such currency to their bank account utilizing the off-ramp, which is currently powered by API Providers such as MoonPay, Coinme, and Sardine. Users can exchange U.S. dollar, Euro, and British Pound Sterling for digital assets via MoonPay where available.
As a result, the possibility still exists for stablecoins to fluctuate significantly in 4 value over time, particularly where those stablecoins are connected to fiat currencies that experience fluctuations, such as the decreasing value of the U.S. dollar due to inflation. Each cryptocurrency is stored on a particular blockchain.
As a result, the possibility still exists for stablecoins to fluctuate significantly in value over time, particularly where those stablecoins are connected to fiat currencies that experience fluctuations, such as the decreasing value of the U.S. dollar due to inflation. Each cryptocurrency is stored on a particular blockchain.
Business – Our Products and Services – Exchange Aggregation.” This Exchange Aggregator process differs compared to a centralized exchange where a user may have to trade ETH for Bitcoin and then Bitcoin for Tether. The Company currently supports fungible cryptocurrency assets ledgered on public blockchains as well as non-fungible tokens ledgered on public blockchains.
Business – Our Products and Services – Exchange Aggregation." This Exchange Aggregator process differs compared to a centralized exchange where a user may have to trade ETH for Bitcoin and then Bitcoin for Tether. The Company currently supports fungible cryptocurrency assets ledgered on public blockchains as well as non-fungible tokens ledgered on public blockchains.
Continued price volatility, negative publicity, the lack of standardized regulation and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government investigations or fraud may further reduce confidence in 18 digital asset exchange networks and result in a negative impact on our business.
Continued price volatility, negative publicity, the lack of standardized regulation and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government investigations or fraud may further reduce confidence in digital asset exchange networks and result in a negative impact on our business.
Wallets — Wallets are a software-based technology that allows users to manage their private keys that grant access to the blockchain addresses where their digital assets are stored. They do not actually store digital assets the way one might store a 5 twenty-dollar bill in a physical leather wallet.
Wallets — Wallets are a software-based technology that allows users to manage their private keys that grant access to the blockchain addresses where their digital assets are stored. They do not actually store digital assets the way one might store a twenty-dollar bill in a physical leather wallet.
Regarding the distribution of digital assets from our own account, we use Bitcoin and other digital assets for payment of certain expenses such as salaries or payments to third-party vendors. Prior to receiving Bitcoin for payment, third-party vendors have completed the KYB diligence process.
Regarding the distribution of digital assets from our own account, we use Bitcoin and other digital assets for payment of certain expenses such as salaries or payments to third-party vendors. Prior to receiving Bitcoin for payment, third-party vendors must have completed the KYB diligence process.
Stablecoins : Stablecoins are cryptocurrencies whose value is connected to an asset that is not expected to significantly fluctuate in value. Different stablecoins have adopted different methods of stabilization. Examples of stablecoins are U.S. Dollar Coin (“USDC”), Tether, and DAI.
Stablecoins : Stablecoins are cryptocurrencies whose value is connected to an asset that is not expected to significantly fluctuate in value. Different stablecoins have adopted different methods of stabilization. Examples of stablecoins are U.S. Dollar Coin (“USDC”), Tether ("USDT"), and dai .
We also maintain a list of our API Providers in our Terms of Use, which we update on a periodic basis. Our Terms of Use is available through the “Terms of Use” link located at the bottom of our website at www.exodus.com.
We also maintain a list of our API Providers in our Terms of Use on Exodus' website, which we update on a periodic basis. Our Terms of Use is available through the “Terms of Use” link located at the bottom of our website at www.exodus.com.
Rather, the digital assets remain stored at a particular blockchain address on the relevant blockchain, as described above in “— Private and Public Keys .” There are two recognized categories of wallets: hot wallets and cold wallets.
Rather, the digital assets remain stored at a particular blockchain address on the relevant blockchain, as described above in Private and Public Keys . There are two recognized categories of wallets: hot wallets and cold wallets.
(4) The API Provider initiates the authorized transfer of fiat currency from the bank account provided by the user. 11 Once the fiat payment is complete, the API Provider sends the digital assets to the user’s Exodus wallet.
(4) The API Provider initiates the authorized transfer of fiat currency from the bank account provided by the user. Once the fiat payment is complete, the API Provider sends the digital assets to the user’s Exodus wallet.
Risk Factors – Risks Related to Regulation – Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker-dealer because certain digital assets on 7 the Exodus Platform may currently be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.” Exodus or its subsidiaries maintains agreements with each individual API Provider.
Risk Factors – Risks Related to Regulation – Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker-dealer because certain digital assets on the Exodus Platform may be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules .” Exodus or its subsidiaries maintains agreements with each individual API Provider.
The Company has implemented an automated OFAC sanctions list search in its customer support system, which operates in instances where wallet holders have provided their names.
The Company has also implemented an automated OFAC sanctions list search in its customer support system, which operates in instances where wallet holders have provided their names.
Depending on availability and jurisdiction, users can also access the services offered and performed by various independent, third-party application programming interface (“API”) providers (“API Providers”), which include digital asset exchanging, fiat onboarding and staking for over 21,000 digital assets. In addition, the Exodus Platform integrates other third-party applications (“apps”), such as news apps.
Depending on availability and jurisdiction, users can also access the services offered and performed by various independent, third-party application programming interface (“API”) providers (“API Providers”), which include digital asset exchanging, fiat onboarding and staking for over 30,000 digital assets. In addition, the Exodus Platform integrates other third-party applications (“apps”), such as news apps.
Store of value or “payment” cryptocurrencies : Store of value or “payment” cryptocurrencies are primarily used to pay for goods and services and are often considered a substitute for gold, cash or forms of electronic payment.
Store of value or “payment” cryptocurrencies : Store of value or “payment” cryptocurrencies are primarily used to pay for goods and services and are often considered a substitute for gold, cash or other forms of electronic payment.
The Exchange Aggregator allows users to swap one digital asset for another without having to send digital assets to and from centralized exchanges or trade across multiple order books. For example, if a customer wants to swap ETH for Tether using one of Exodus’ API Providers, this trade can be easily executed – see “Item 1.
The Exchange Aggregator allows users to swap one digital asset for another without having to send digital assets to and from centralized exchanges or trade across multiple order books. For example, if a customer wants to swap ETH for Tether using one of Exodus’ API Providers, this trade can be easily executed – see "Item 1.
We believe that the principle competitive factors in our market are: 15 • platform features, quality, functionality and design; • product pricing; • breadth of features offered by a platform; • quality of user support; • security and trust; • brand awareness and reputation; • ease of adoption and use; • accessibility of platform on multiple devices; • user acquisition costs; and • range of supported digital assets.
We believe that the principle competitive factors in our market are: • platform features, quality, functionality and design; 15 Table of contents • product pricing; • breadth of features offered by a platform; • quality of user support; • security and trust; • brand awareness and reputation; • ease of adoption and use; • accessibility of platform on multiple devices; • user acquisition costs; and • range of supported digital assets.
For example, our internal legal and compliance team has expanded substantially over the past two years. Securities Laws and Regulations In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.
For example, our internal legal and compliance team has expanded substantially over the past three years. Securities Laws and Regulations In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.
Management believes we accomplish this by: • creating a platform designed for our users to retain full control over the digital assets held in their Exodus wallet by encrypting the private keys locally on our users’ personal devices (private key data is not retained by Exodus); • streamlining our users’ set up process by offering a range of self-custodial wallet options to hold users’ private keys (including hot and cold wallets); • providing quick access to the services offered and performed by our third-party API Providers; • hosting and maintaining our own robust server infrastructure to help enable maximum uptime for all digital assets on our platform; • integrating third-party apps seamlessly into our highly functional platform to provide our users with access to a rich ecosystem of ways to use and manage their digital assets, as well as providing us with potential additional avenues for monetizing our platform; and • providing timely support for users of our platform.
Management believes we accomplish our vision by: • creating a platform designed for our users to retain full control over the digital assets held in their Exodus wallet by encrypting the private keys locally on our users’ personal devices (private key data is not retained by Exodus); • streamlining our users’ setup process by offering a range of self-custodial wallet options to hold users’ private keys (including hot and cold wallets); • providing quick access to the services offered and performed by our third-party API Providers; • hosting and maintaining our own robust server infrastructure to help enable maximum uptime for all digital assets on our platform; • integrating third-party apps seamlessly into our highly functional platform to provide our users with access to a rich ecosystem of ways to use and manage their digital assets, as well as providing us with potential additional avenues for monetizing our platform; and • providing timely support for users of our platform.
The Exodus Platform defaults to displaying digital asset prices using the primary provider’s pricing information. The Exodus Platform will only use the secondary provider’s price in place of the primary provider’s price if there is a material variance between the primary and secondary providers’ prices, and certain other conditions are met.
The Exodus Platform defaults to displaying digital asset prices using the primary provider’s pricing information. The Exodus Platform is designed to only use the secondary provider’s price in place of the primary provider’s price if there is a material variance between the primary and secondary providers’ prices, and certain other conditions are met.
For example, in jurisdictions outside of the United States, the international rules, regulations and laws that may have an impact on our business primarily relate to privacy, data protection and cybersecurity, such as the European General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679) (the “GDPR”) and the GDPR as incorporated into United Kingdom law pursuant the European Union (Withdrawal) Act 2018 (the “U.K.
For example, in jurisdictions outside of the United States, the international rules, regulations and laws that may have an impact on our business primarily relate to privacy, data protection and cybersecurity, such as the European General Data Protection Regulation of April 27, 2016 (Regulation (EU) 18 Table of contents 2016/679) (the “GDPR”) and the GDPR as incorporated into United Kingdom law pursuant to the European Union (Withdrawal) Act 2018 (the “U.K.
A material variance exists if the primary provider’s price differs by 15% or more from the secondary provider. To check for material variances, the Company uses an algorithm to compare the primary and secondary providers prices for each digital asset every 60 seconds.
A material variance exists if the primary provider’s price differs by 15% or more from the secondary provider. To check for material variances, the Company uses an algorithm to compare the primary and secondary providers' prices for each digital asset every 60 seconds.
Risk Factors – Risks Related to Regulation – Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker-dealer because certain digital assets on the Exodus Platform may currently be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.” We have policies and processes in place to determine whether the services that users can obtain from our API Providers related to the supported digital assets held in users’ Exodus wallets are securities under U.S. federal securities law.
Risk Factors – Risks Related to Regulation – Regardless of the revenue structure for our Exchange Aggregator, we could be deemed a broker- dealer because certain digital assets on the Exodus Platform may be deemed to be securities, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules .” 19 Table of contents We have policies and processes in place to determine whether the services that users can obtain from our API Providers related to the supported digital assets held in users’ Exodus wallets are securities under U.S. federal securities law.
Users can also access the services offered and performed by our API Providers that allow users to engage in services such as digital asset exchanging, fiat onboarding and staking products for over 21,000 digital assets.
Users can also access the services offered and performed by our API Providers that allow users to engage in services such as digital asset exchanging, fiat onboarding and staking products for over 30,000 digital assets.
This content highlights digital assets accessible on the Exodus Platform and is designed to give users access to dynamic content that anticipates their questions, feeds their curiosities, and gives them an honest assessment of these digital assets.
This content highlights digital assets accessible on the Exodus Platform and is designed to give users access to dynamic content that anticipates their questions, feeds their curiosities, and gives them our honest assessment of these digital assets.
Auto restaking on the Everstake platform is available for the following digital assets: Cosmos (ATOM), Kava (KAVA), Injective (INJ) and Osmosis (OSMO). Using ATOM as an example, if a user enables auto restaking, its earned ATOM rewards will automatically be staked when its wallet has at least 0.25 ATOM in unclaimed rewards without manually claiming and restaking its rewards.
Auto restaking on the Everstake platform is available for the following digital assets: ATOM, KAVA, INJ and OSMO. Using ATOM as an example, if a user enables auto restaking, its earned ATOM rewards will automatically be staked when its wallet has at least 0.25 ATOM in unclaimed rewards without manually claiming and restaking its rewards.
Staking for the following assets is available through Everstake: Ethereum, Solana, Tezos, Cardano, Aptos, Polygon, Cosmos, Kava, Injective, Axelar, and Osmosis. Exodus receives a monthly subscription fee from Everstake.
Staking for the following assets is available through Everstake: Ethereum, Solana, Tezos, Cardano, Aptos, Polygon, Cosmos, Kava ("KAVA"), Injective ("INJ"), Axelar, and Osmosis ("OSMO"). Exodus receives a monthly subscription fee from Everstake.
Privacy Coins : Privacy coins are cryptocurrencies created to focus on privacy and security. Privacy coin transaction details are typically encrypted, so that only the sender and receiver of the coins knows how many coins were involved in the transaction.
Privacy Coins : Privacy coins are cryptocurrencies created to focus on privacy and security. Privacy coin transaction details are typically encrypted, so that only the sender and receiver of the coins know how many coins were involved in the transaction.
We also believe that people and entities will want the flexibility to keep their wealth as digital assets, particularly Bitcoin, Ethereum and Stablecoins, instead of only in fiat currencies.
We also believe that people and entities will want the flexibility to keep their wealth as digital assets, particularly Bitcoin, Ether and stablecoins, instead of only in fiat currencies.
Digital assets sold for fiat are primarily sold using standard business accounts we maintain on the Coinbase and Kraken exchanges with the exception of USDC which is sold using a standard business account with Circle.
Digital assets sold for fiat are primarily sold using standard business accounts we maintain on Coinbase, Kraken, and LMAX Digital, with the exception of USDC, which is sold using a standard business account with Circle.
While privacy coins may be beneficial to some, for example, individuals making donations that involve privacy concerns, the anonymity of privacy coins has led some jurisdictions to ban them in an effort to limit potential future use, illicit financing and other criminal activity. See “Item 1A.
While privacy coins may be beneficial to some, for example, individuals making donations that involve 5 Table of contents privacy concerns, the anonymity of privacy coins has led some jurisdictions to ban them in an effort to limit potential future use, illicit financing and other criminal activity. See “Item 1A.
Risk Factors – Risks Related to Regulation – Certain digital assets traded using third-party services integrated 20 within our platform or other programs could be viewed as “securities” for purposes of federal or state regulations and could subject us to regulatory scrutiny, inquiries, investigations, fines and other penalties.” KYC and KYB Programs The Bank Secrecy Act (BSA) and the implementing regulations issued by the Financial Crimes Enforcement Network (FinCEN) impose anti-money laundering obligations on financial institutions, including money transmitters.
Risk Factors – Risks Related to Regulation – Certain digital assets traded using third-party services integrated within our platform or other programs could be viewed as “securities” for purposes of federal or state regulations and could subject us to regulatory scrutiny, inquiries, investigations, fines and other penalties.” Know Your Customer ("KYC") and Know Your Business ("KYB") Programs The Bank Secrecy Act ("BSA") and the implementing regulations issued by the Financial Crimes Enforcement Network ("FinCEN") impose anti-money laundering obligations on financial institutions, including money transmitters.
Everstake is a self-custodial staking platform, which means it is designed to allow users to maintain possession over their assets while staking and the terms of the staking products are only the terms immutable to the specific blockchain. Users can instruct Everstake to unstake most supported digital assets at any time.
Everstake is a self-custodial staking platform, which 12 Table of contents means it is designed to allow users to maintain possession over their assets while staking and the terms of the staking products are only the terms immutable to the specific blockchain. Users can instruct Everstake to unstake most supported digital assets at any time.
The Company has processes in place regarding geo-blocking technology to block the Exodus Platform’s availability in jurisdictions subject to U.S. comprehensive sanctions, namely the Crimea region and so-called Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, and Syria.
The Company has processes in place regarding geo-blocking technology that are designed to block the Exodus Platform’s availability in jurisdictions subject to U.S. comprehensive sanctions, namely the Crimea region and so-called Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, and Syria.
In order to ensure compliance with regimes that are applicable, or may become applicable to us, we monitor these areas closely and invest significant resources in our legal, compliance, product, and engineering teams to ensure our business practices evolve to help us comply with the current laws, regulations, and legal standards to which we are subject, as well as to plan and prepare for changes in interpretations thereof, as well as additional laws, regulations, and legal standards that are introduced in the future.
To support our efforts to comply with regimes that are or may become applicable to us, we monitor these areas closely and invest significant resources in our legal, compliance, product, and engineering teams to help evolve our business practices to comply with the current laws, regulations, and legal standards to which we are subject, as well as to plan and prepare for changes in interpretations thereof, as well as additional laws, regulations, and legal standards that are introduced in the future.
Either party may also immediately terminate the agreement in the event of a breach of law or uncured breach of contract, including by, negligence, recklessness, or willful or fraudulent misconduct by, or the bankruptcy of the other party, or if the API integration becomes prohibited by applicable law, regulation, rule or directive.
E ither party may also immediately terminate the agreement in the event of a breach of law or uncured breach of contract, including by, negligence, recklessness, or willful or fraudulent misconduct by, or the bankruptcy of the other party, or if the API integration becomes prohibited by applicable law, regulation, rule or directive.
Our Company We launched Exodus in 2016 to create a wallet that enables users to securely control and manage digital assets in an easy and straightforward way, without compromising users’ privacy or the security of their digital assets.
Our Company We launched Exodus in 2015 and incorporated in Delaware in 2016 to create a wallet that enables users to securely control and manage digital assets in an easy and straightforward way, without compromising users’ privacy or the security of their digital assets.
Business – KYC and KYB Programs – KYB Program For API Providers and Vendors.” If the user is selling digital assets for fiat currency: (1) Once the user establishes an account with the API Provider, including providing the relevant banking information, the user may then confirm the fiat currency and digital assets it desires to transact in and the API Provider provides the user with proposed pricing information to effectuate the exchange.
Business – Know Your Customer and Know Your Business Programs – KYB Program For API Providers and Vendors.” If the user is selling digital assets for fiat currency: (1) Once the user establishes an account with the API Provider, including providing the relevant banking information, the user may then confirm the fiat currency and digital assets it desires to transact in and the API Provider provides the user with proposed pricing information to effectuate the exchange.
As of December 31, 2024, other than the United States, Exodus had no more than 10% of its team members in any one jurisdiction. All FTEs, including non-U.S. independent contractors, are paid exclusively in Bitcoin. References to “employees” refer to U.S.-based employees and U.S. expatriate employees and excludes non-U.S. independent contractors.
As of December 31, 2025 , other than the United States, Exodus had no more than 10% of its team members in any one jurisdiction. All team members are paid exclusively in Bitcoin. References to “employees” refer to U.S.-based employees and U.S. expatriate employees and excludes non-U.S. independent contractors.
KYB Program For API Providers and Vendors The Company conducts Know Your Business (“KYB”) diligence with respect to vendors we use and our API Providers. The Company utilizes and relies on tools from Chainalysis, a blockchain analysis firm, Veriff, an identity verification platform, and ComplyAdvantage, an entity that performs sanctions and adverse media screenings.
KYB Program For API Providers and Vendors The Company conducts KYB diligence with respect to vendors we use and our API Providers. The Company utilizes and relies on tools from Chainalysis, a blockchain analysis firm, Veriff, an identity verification platform, and ComplyAdvantage, an entity that performs sanctions and adverse media screenings.
The FTX app was available on the Exodus Platform until it was removed in November 2022. In addition, as of December 31, 2024, Clifton Bay Investments LLC, formerly known as Alameda Research Ventures LLC, which filed for bankruptcy in November 2022, owned 21.6% of our Class A common stock.
The FTX app was available on the Exodus Platform until it was removed in November 2022. In addition, as of December 31, 2025, Clifton Bay Investments LLC, formerly known as Alameda Research Ventures LLC, which filed for bankruptcy in November 2022, owned 17.6% of our Class A common stock.
In addition to checking for material variances between two providers, the Exodus Platform also checks for widespread variances that may occur, for example, due to a widespread outage across multiple service providers. A widespread variance is considered to exist if there is a 2% variance in price across the primary and secondary providers and the additional verification source.
In addition to checking for material variances between two providers, the Exodus Platform checks for widespread variances that may occur, for example, due to a widespread outage, or 2%, across multiple service providers. A widespread variance is considered to exist if the variance in price across the primary and secondary providers and the additional verification source exists.
For Coinbase, Kraken, and Circle, we comply with the customer KYC, onboarding and periodic review processes for corporate customers. We also receive digital assets as payment. Digital assets received as payment, other than Bitcoin, Ethereum, and Solana, are sold at or within a few days of receipt.
For Coinbase, Kraken, and Circle, we must comply with the customer KYC, onboarding and periodic review processes for corporate customers. We also receive digital assets as payment. Digital assets received as payment, other than Bitcoin, Ether, and Solana, are typically sold at or within a few days of receipt.
The Company also uses geo-blocking technology to block the availability of API integrations for third-party crypto-to-crypto exchange services in the states of New York and Washington. In addition, the Company maintains a blacklist that prevents transactions between third-party APIs and sanctioned cryptocurrency wallet addresses.
The Company also uses geo-blocking technology designed to block the availability of API integrations for third-party crypto-to-crypto exchange services in the states of New York and Washington. In addition, the Company maintains a blacklist that functions to prevent transactions between third-party APIs and sanctioned cryptocurrency wallet addresses.
Blockchain-based Financial Technology — Although the traditional banking system does offer protection against theft through devices such as Federal Deposit Insurance Corporation (“FDIC”) insurance in the United States, banks are typically subject to regulation that provides governmental entities with the ability to freeze or take control of a customer’s bank assets.
Blockchain-based Financial Technology — Although the traditional banking system does offer protection against theft through devices such as Federal Deposit Insurance Corporation (“FDIC”) insurance in the United States, banks are 6 Table of contents typically subject to regulations that provides governmental entities with the ability to freeze or take control of a customer’s bank assets.
The Company is not responsible for the fulfillment of any transactions between the user and an API Provider, the availability of specific digital assets or fiat currencies, or the pricing related to any transaction between the user and an API Provider.
The Company is not responsible for the fulfillment of any transactions between the user and an API Provider, the availability of specific digital assets or fiat currencies, or the pricing related to any transaction between the user and an API 11 Table of contents Provider.
It is possible that a receipt of compensation based on the percentage of digital assets exchanged could be deemed to be the receipt of transaction-based fees for facilitating transactions in unregistered securities, and that we could be found to be facilitating or engaged ourselves and in violation of the federal and state securities laws, which could have a negative effect on our business, financial condition and results of operations.
It is possible that a receipt of compensation based on the percentage of digital assets exchanged could be deemed to be the receipt of transaction-based fees for facilitating transactions in unregistered securities, and that we could be found to be facilitating transactions in unregistered securities or otherwise violating federal and state securities laws, which could have a negative effect on our business, financial condition and results of operations.
Additionally, references to our “Board” refer to the board of directors of Exodus Movement, Inc. Unless the context otherwise requires, references to “common stock” refer to our Class A common stock and our Class B common stock, collectively.
Additionally, references to our “Board” refer to the board of directors of Exodus Movement, Inc. Unless the context otherwise requires, references to “common stock” refer to our Class A common stock and our Class B common stock, coll ectively.
To effectuate a transaction, a user must have an established account with the applicable API Provider, including completing the specific API Provider’s KYC process, see “Item 1.
To effectuate a transaction, a user must have an established account with the applicable API Provider, including completing the specific API Provider’s Know Your Customer ("KYC") process, see “Item 1.
Our internal KYB policy also outlines various procedures for documenting, reporting and responding to potential violations of applicable sanctions rules, along with procedures for assessing business relationships with API Providers or vendors that have been the subject of sanctions violations. 21 Pursuant to the Company’s agreements with our API Providers, the API Providers represent to the Company that they have AML, KYC and other procedures reasonably designed to prevent their platform from being used to facilitate money laundering, terrorist financing, and other illicit activities, or to do business in countries or with persons and entities included on designated country or person lists promulgated by the U.S.
Our internal KYB policy also outlines various procedures for documenting, reporting and responding to potential violations of applicable sanctions rules, along with procedures for assessing business relationships with API Providers or vendors that have been the subject of sanctions violations. 20 Table of contents Pursuant to the Company’s agreements with our API Providers, the API Providers represent to the Company that they have AML, KYC and other procedures reasonably designed to prevent their platform from being used to facilitate money laundering, terrorist financing, and other illicit activities, or to do business in countries or with persons and entities included on designated country or person lists promulgated by the OFAC and equivalent authorities in other countries.
Where available, users can access these services to use 28 different fiat currencies, including major currencies such as the U.S. dollar, EURO, and British Pound 10 Sterling, to buy digital assets.
Where available, users can access these services to use 33 different fiat currencie s, including major currencies such as the U.S. dollar, Euro, and British pound sterling, to buy digital assets.
While the Company offers the Exodus Platform in all jurisdictions not prohibited by U.S. or international law, the jurisdictions material to our business for the year ended December 31, 2024 based on (i) the total dollar value of user transactions with our API Providers for the year ended December 31, 2024 were the United States, Great Britain, Canada and Germany and (ii) revenue from our API Providers were the Republic of the Marshall Islands, Hong Kong, the British Virgin Islands and the Seychelles, see “Note 3—Revenue Recognition” to our consolidated financial statements included in this report.
While the Company offers the Exodus Platform in all jurisdictions not prohibited by U.S. or international law, the jurisdictions material to our business for the year ended December 31, 2025 based on (i) the total dollar value of user transactions with our API Providers were the United States, Great Britain, France, and Germany and (ii) revenue from our API Providers were the Republic of the Marshall Islands, Hong Kong, the British Virgin Islands, the Seychelles and Saint Vincent and Grenadines, see “No te 3 - Revenue Recognition” to our consolidated financial statements included in this report.
Exodus is an unhosted wallet as described in the FinCEN Guidance and does not engage in transfers of funds on behalf of users. Accordingly, Exodus does not have an obligation to perform, nor to engage a third-party to perform, KYC or AML procedures on its users in connection with opening an unhosted wallet on the Exodus platform. See “Item 1A.
Exodus is an unhosted wallet, as described in the FinCEN Guidance, and does not engage in transfers of funds on behalf of users. Accordingly, Exodus does not have an obligation to perform, nor to engage a third-party to perform, KYC or Anti- Money Laundering ("AML") procedures on its users in connection with opening an unhosted wallet on the Exodus Platform.
In addition, even within the United States, services offered by API Providers may vary from state to state depending on applicable law. We have no control over an API Provider’s decision to provide certain services in a specific jurisdiction or over an API Provider’s decision to discontinue providing services in any jurisdiction.
In addition, even within the United States, services offered by API Providers may vary from state to state depending on applicable law. We have no control over an API Provider’s decision to provide certain services in a specific jurisdiction or over an API Provider’s decision to discontinue providing services in any jurisdiction. (2) In 2024, Bitrefill ceased its operations.
We may also seek to patent our technology in the future. Digital Asset and Stablecoin Holdings We hold digital asset and stablecoin holdings for our own account. As of December 31, 2024, a significant portion of Exodus’ treasury consisted of digital assets and stablecoin holdings held for our own account.
We may also seek to patent our tech nology in the future. Digital Asset and Stablecoin Holdings We hold digital asset and stablecoin holdings for our own account. As of December 31, 2025 , a significant portion of Exodus’ treasury consisted of digital assets and stablecoin holdings held for our own account.
The laws and regulations (and interpretations thereof) pertaining to digital assets, blockchain technologies and digital exchanges are rapidly evolving and increasing in scope. Changes in government regulation of our business has the potential to materially alter our business practices and our profitability.
The laws and regulations (and interpretations thereof) pertaining to digital assets, blockchain technologies, digital exchanges and generative artificial intelligence (“AI”) and related technologies are rapidly evolving and increasing in scope. Changes in government regulation of our business has the potential to materially alter our business practices and our profitability.
The Exodus Platform currently supports fungible cryptocurrency assets ledgered on public blockchains as well as non-fungible tokens ledgered on public blockchains. On desktop and mobile devices alike, Exodus delivers a simple, elegant, and intuitive experience where users can send, receive and store over 100,000 digital assets.
The Exodus Platform currently supports 7 Table of contents fungible cryptocurrency assets ledgered on public blockchains as well as non-fungible tokens ledgered on public blockchains. On desktop and mobile devices alike, Exodus delivers a simple, elegant, and intuitive experience where users can send, receive and store over 700,000 digital assets.
We believe that offering pricing services on the Exodus Platform simplifies the user experience as compared to other wallets that do not provide a pricing service.
We believe that offering pricing services on the Exodus Platform simplifies the user experience as compared to other wallets that do not provide a pricing 8 Table of contents service.
In connection with the compensation of our employees, we make two payments: (1) we reimburse TriNet, a professional employer organization with which we have entered into a co-employment relationship, in U.S. dollars for employee expenses associated with payroll and benefits administration and pay TriNet an administrative fee in U.S. 17 dollars for its services; and (2) for our employees, we deposit Bitcoin into the employee’s cryptocurrency wallet address (as described below).
In connection with the compensation of our employees, we make two payments: (1) we reimburse TriNet, a professional employer organization with which we have entered into a co-employment relationship, in U.S. dollars for employee expenses associated with payroll and benefits administration and pay TriNet an administrative fee in 17 Table of contents U.S. dollars for its services; and (2) for our team members, we deposit Bitcoin into the team members ’ cryptocurrency wallet address.
Given the fact-intensive nature of the “security” analysis under the applicable legal standard, there is a lack of certainty with respect to whether a particular digital asset, product, or service will be deemed to be a security by the SEC or by U.S. federal or state courts.
Given the fact-intensive nature of the “security” analysis under the applicable legal standard, and absent any federal legislation providing further legal clarity, there is a lack of certainty with respect to whether a particular digital asset, product, or service will be deemed to be a security by the SEC or by U.S. federal or state courts.
During 2024, our users used our API Providers’ services to swap approximately $5.7 billion of digital assets. See “Note 3—Revenue Recognition” to our consolidated financial statements included in this report for more information on the Company’s revenues disaggregated by geography, based on the addresses of the Company’s API Providers.
During 2025 , our users used our API Providers’ services to swap $6.9 billion of digital assets. See “Note 3 - Revenue Recognition” to our consolidated financial statements included in this report for more information on the Company’s revenues disaggregated by geography, based on the addresses of the Company’s API Providers.
A number of enforcement actions and civil lawsuits have been brought against developers, sponsors and issuers of digital assets and digital asset products, as well as against trading platforms that support digital assets, in which the SEC has taken the position that certain digital assets are securities, including certain digital assets supported by the Exodus Platform.
A number of enforcement actions and civil lawsuits have been brought in the past against developers, sponsors and issuers of digital assets and digital asset products, as well as against trading platforms that support digital assets, in which the SEC argued that certain digital assets are securities, including certain digital assets supported by the Exodus Platform at that time.
The Exodus wallet supports VET. In light of VET’s blockchain protocol, VET holders are not required to stake or unstake these digital assets. (2) Algorand staking requires participation in the Algorand community governance process.
In light of VET’s blockchain protocol, VET holders are not required to stake or unstake these digital assets. (4) Algorand staking requires participation in the Algorand community governance process.
For services offered by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction. We expect to continue our subscription-based model for services offered by API Providers to persons located in the United States.
For services offered by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction. For services provided by API Providers to customers located in the United States, we generally utilize a subscription-based pricing model.
For services offered by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction. We expect to continue our subscription-based model for services offered by API Providers to persons located in the United States. See “Item 1A.
For services offered by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction. See “Item 1A.
An updated list of Exodus’ API Providers is available within the terms of service located on Exodus’ website. Since the creation of the Exodus Platform, our users have used our API Providers’ services to swap approximately $18.0 billion of digital assets as of December 31, 2024.
An updated list of Exodus’ API Providers is available within the terms of service located on Exodus’ website. Since the creation of the Exodus Platform, our users have used our API Providers’ services to swap $24.9 billion of digital assets as of December 31, 2025 .
Both the transaction-based and subscription-based API agreements that generate substantially all of our total revenue have indefinite terms and may be terminated by us or the counterparty exchange at any time, and without damages, upon seven days’ prior written notice.
Both the transaction-based and subscription-based API agreements that generate substantially all of our total revenue have indefinite terms and may be terminated by us or the counterparty exchange at any time, and without damages, generally upon 30 to 60 days’ prior written notice, depending on API provider.
Since the creation of the Exodus Platform, it has been downloaded over 15.7 million times as of December 31, 2024 and was downloaded approximately 3.3 million times during 2024. We offer all versions of the Exodus Platform to users as a free download.
Since the creation of the Exodus Platform, it has been downloaded over 19.2 million times as of December 31, 2025 and was downloaded approximately 3.5 million times during 2025 . We offer all versions of the Exodus Platform to users as a free download.
The basis for compensation for employees and for non-U.S. independent contractors is U.S. dollars and is settled in Bitcoin at the time of payment.
The basis for compensation for employees and for FTEs is U.S. dollars and is settled in Bitcoin at the time of payment.
See “Note 2—Summary of Significant Accounting Policies—Revenue Recognition” to our consolidated financial statements included in this report. The Exodus Platform supports network forks on a per-fork basis and only where it makes sense for our business and our users to do so.
See "Note 2 - Summary of Significant Accounting Policies - Revenue Recognition" to our consolidated financial statements herein. The Exodus Platform supports network forks on a per-fork basis and only where it makes sense for our business and our users to do so.
In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.
Securities and Exchange Commission ("SEC") and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws.
The algorithm identifies which API Providers support the asset pair (not every API Provider offers services for all 21,000 digital assets) and which API Provider provides the best pricing.
The algorithm designed to identify which API Providers support the asset pair (not every API Provider offers services for all 30,000 digital assets) and which API Provider provides the best pricing.
Item 1. Bu siness. Unless the context requires otherwise, in this Annual Report on Form 10-K ("report"), the terms “we,” “us,” “our,” the “Company,” and “Exodus” refer to Exodus Movement, Inc. and its wholly-owned subsidiaries, Proper Trust AG, 3ZERO, LLC ("3ZERO"), OSMIUM, LLC and Osmium Europe B.V.
Item 1. Business Unless the context requires otherwise, in this Annual Report on Form 10-K ("report"), the terms “we,” “us,” “our,” the “Company,” and “Exodus” refer to Exodus Movement, Inc. and its wholly-owned subsidiaries , Proper Trust AG, 3ZERO, LLC ("3ZERO"), XO Italia S.R.L., Osmium, LLC, Osmium Europe B.V., Osmium Canada LTD and Osmium AU PTY LTD .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Risks Related to Our Industry • Due to the unfamiliarity or negative publicity associated with digital assets, confidence or interest in digital asset platforms may decline which could adversely affect our business, results of operations and financial condition. • The new and rapidly evolving market for digital assets and related services is subject to a high degree of uncertainty. • Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in digital asset-related activities.
Risks Related to Our Industry • Due to the unfamiliarity or negative publicity associated with digital assets, confidence or interest in digital asset platforms may decline which could adversely affect our business, results of operations and financial condition. • The new and rapidly evolving market for digital assets and services is subject to a high degree of uncertainty. • Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in digital asset-related activities.
It is possible that the customers of such digital asset trading platforms may not be compensated or made whole for the partial or complete losses of their account balances in such trading platforms.
It is possible that the customers of such digital asset trading platforms may not be compensated or made whole for the partial or complete losses of their account balances in such platforms.
Regardless of the revenue structure for digital asset staking offered through Everstake, we could be deemed a broker-dealer if the services that users can obtain related to these digital assets are securities under U.S. federal securities law, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.
Regardless of the revenue structure for digital asset staking offered through Everstake, we could be deemed a broker- dealer if the services that users can obtain related to these digital assets are deemed securities under U.S. federal securities law, and we would likely experience difficulty in complying with the broker-dealer financial responsibility rules.
Our success will depend in part on our ability to manage this growth effectively, which will require that we continue to improve our administrative, operational, financial and management systems and controls by, among other things: maintaining the integrity of our core business purpose, which is to design and provide the best user experience for digital assets; maintaining high levels of user support; ensuring the integrity and security of our platform and IT infrastructure; identifying and continuing to expand strategic relationships with third-party API Providers and executing agreements to integrate third-party software into the Exodus Platform; further improving our key business applications, processes and IT infrastructure; and enhancing our information and communication systems to ensure that our team members around the world are well coordinated and can effectively communicate with each other and our growing base of third-party API Providers and users.
Our success will depend in part on our ability to manage this growth effectively, which will require that we continue to improve our administrative, operational, financial, legal, and management systems and controls by, among other things: maintaining the integrity of our core business purpose, which is to design and provide the best user experience for digital assets; maintaining high levels of user support; ensuring the integrity and security of our platform and IT infrastructure; identifying and continuing to expand strategic relationships with third-party API Providers and executing agreements to integrate third-party software into the Exodus Platform; further improving our key business applications, processes and IT infrastructure; and enhancing our information and communication systems to ensure that our team members around the world are well-coordinated and can effectively communicate with each other and our growing base of third-party API Providers and users.
Had the Company failed to reach an agreement with the FCA to be removed from the Warning List, it may have had a negative effect on the Company’s financial performance and operations 38 and, in the future, we could have been subject to a variety of civil, criminal and administrative fines, penalties, orders and actions as a result of our business activities.
Had the Company failed to reach an agreement with the FCA to be removed from the Warning List, it may have had a negative effect on the Company’s financial performance and operations and, in the future, we could have been subject to a variety of civil, criminal and administrative fines, penalties, orders and actions as a result of our business activities.
As a result, if private keys are compromised, including due to a cybersecurity incident or to the extent that any of the private keys relating to our users’ wallets are lost, destroyed or otherwise compromised or unavailable, and no backup of the private key is accessible, we will be unable to access the digital 28 assets held in the related wallet.
As a result, if private keys are compromised, including due to a cybersecurity incident or to the extent that any of the private keys relating to our users’ wallets are lost, destroyed or otherwise compromised or unavailable, and no backup of the private key is accessible, we will be unable to access the digital assets held in the related wallet.
In addition, certain blockchain networks dictate requirements for 32 participation in the relevant decentralized governance activity, and may impose penalties, or “slashing,” if the relevant activities are not performed correctly, such as if the staker, delegator or baker acts maliciously on the network, “double signs” any transactions, or experience extended downtimes.
In addition, certain blockchain networks dictate requirements for participation in the relevant decentralized governance activity, and may impose penalties, or “slashing,” if the relevant activities are not performed correctly, such as if the staker, delegator or baker acts maliciously on the network, “double signs” any transactions, or experience extended downtimes.
If we were to lose the services of members of our senior management team or other key talent, whether due to death, disability, resignation or termination of employment, our ability to successfully implement our business strategy, financial plans, marketing and other objectives could be significantly impaired.
If we were to lose the services of members of our management team or other key talent, whether due to death, disability, resignation or termination of employment, our ability to successfully implement our business strategy, financial plans, marketing and other objectives could be significantly impaired.
For example, the new Pillar 2 approach, which came into effect in 2023 in certain jurisdictions, will establish a global minimum tax rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax.
For example, the Pillar 2 approach, which came into effect in 2023 in certain jurisdictions, will establish a global minimum tax rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax.
State regulators in New York, Texas, New Hampshire, North Carolina and Washington have created new regulatory frameworks, published guidance on existing laws and regulations or amended their state’s statutes to include cryptocurrencies in their existing licensing requirements. Federal law continues to evolve as well.
State regulators in New York, Texas, New Hampshire, North Carolina, Washington and Illinois have created new regulatory frameworks, published guidance on existing laws and regulations or amended their state’s statutes to include cryptocurrencies in their existing licensing requirements. Federal law continues to evolve as well.
We do not consider ourselves a transfer agent under the Exchange Act because our platform does not provide the services described in the definition 39 of a “transfer agent” under the Exchange Act. However, it is possible that the SEC or another regulator could disagree with our position.
We do not consider ourselves a transfer agent under the Exchange Act because our platform does not provide the services described in the definition of a “transfer agent” under the Exchange Act. However, it is possible that the SEC or another regulator could disagree with our position.
Disputes with our users and other third parties could be costly, time-consuming and harm our business and reputation. Our business requires us to enter into a large number of agreements with third-party providers and distribute the Exodus Platform in many different jurisdictions.
Disputes with our users and other third parties could be costly, time-consuming and harm our business and reputation. Our business requires us to enter into a large number of agreements with third-party service providers and distribute the Exodus Platform in many different jurisdictions.
Our ability to successfully execute on our business plan depends on the contribution of our senior management team as well as other key talent including platform development, operations, user support, general administrative functions and our creative and engineering teams.
Our ability to successfully execute on our business plan depends on the contribution of our management team as well as other key talent including platform development, operations, user support, general administrative functions and our creative and engineering teams.
If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny, reputational harm and other losses.
If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any of our digital assets, it could cause regulatory scrutiny, reputational harm and other losses.
Our revenue may be adversely affected if the markets for Bitcoin, Tether, Ether and USDC deteriorate or if their prices decline, including as a result of the following factors: • the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time and reduces the block reward earned by miners (the Bitcoin mining rewards system is expected to continue until 2140, when the proposed limit of 21 million Bitcoin is theoretically reached; in 2009, the 31 reward for each block in the chain mined was 50 Bitcoin; since the first halving, the reward has been periodically reduced to 25, 12.5, and to 6.25 Bitcoins on May 11, 2020; the reward was again reduced to 3.125 when the latest Bitcoin halving occurred on April 19, 2024); • public sentiment related to the actual or perceived environmental impact of Bitcoin, Tether, Ether and USDC, and related activities, including environmental concerns raised by private individuals and governmental actors related to the energy resources consumed in the Bitcoin mining process; • disruptions, hacks, splits in the underlying networks also known as “forks,” attacks by malicious actors who control a significant portion of the networks’ hash rate such as double spend or 51% attacks, or other similar incidents affecting the Bitcoin or Ethereum blockchain networks; • hard “forks” resulting in the creation of and divergence into multiple separate networks, such as Bitcoin Cash and Ethereum Classic; • informal governance led by Bitcoin, Tether, Ether and USDC core developers that lead to revisions to the underlying source code or inactions that prevent network scaling, and which evolve over time largely based on self-determined participation, which may result in new changes or updates that affect their speed, security, usability or value; • the ability for Bitcoin and Ethereum blockchain networks to resolve significant scaling challenges and increase the volume and speed of transactions; • the ability to attract and retain developers and customers to use Bitcoin, Tether, Ether and USDC for payment, store of value, unit of accounting and other intended uses and the absence of another supported digital asset to attract and retain developers and customers for the same; • transaction congestion and fees associated with processing transactions on the Bitcoin and Ethereum networks and the absence of another supported digital asset to replace these transactions; • negative perception of Bitcoin, Tether, Ether and USDC; • development in mathematics, technology, including in digital computing, algebraic geometry and quantum computing that could result in the cryptography being used by Bitcoin, Tether, Ether and USDC becoming insecure or ineffective; • adverse legal proceedings or regulatory enforcement actions, judgments or settlements impacting cryptoeconomy participants; • regulatory, legislative or other compulsory or informal restrictions or limitations on Bitcoin, Tether, Ether and USDC lending, mining or staking activities; • many digital assets have concentrated ownership or an “admin key,” allowing a small group of holders to have significant unilateral control and influence over key decisions related to their crypto networks, such as governance decisions and protocol changes, as well as the market price of such digital assets; and • liquidity and credit risk issues experienced by other crypto platforms and other participants of the cryptoeconomy; and laws and regulations affecting the Bitcoin and Ethereum networks or access to these networks.
Our revenue may be adversely affected if the markets for Bitcoin, Tether, Ether and USDC deteriorate or if their prices decline, including, without limitation, as a result of the following factors: • the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time and reduces the block reward earned by miners (the Bitcoin mining rewards system is expected to continue until 2140, when the proposed limit of 21 million Bitcoin is theoretically reached; in 2009, the reward for each block in the chain mined was 50 Bitcoin; since the first halving, the reward has been periodically reduced to 25, 12.5, and to 6.25 Bitcoins on May 11, 2020; the reward was again reduced to 3.125 when the latest Bitcoin halving occurred on April 19, 2024); • public sentiment related to the actual or perceived environmental impact of Bitcoin, Tether, Ether and USDC, and related activities, including environmental concerns raised by private individuals and governmental actors related to the energy resources consumed in the Bitcoin mining process; • disruptions, hacks, splits in the underlying networks also known as “forks,” attacks by malicious actors who control a significant portion of the networks’ hash rate such as double spend or 51% attacks, or other similar incidents affecting the Bitcoin or Ethereum blockchain networks; • hard “forks” resulting in the creation of and divergence into multiple separate networks, such as Bitcoin Cash and Ethereum Classic; • informal governance led by Bitcoin, Tether, Ether and USDC core developers that lead to revisions to the underlying source code or inactions that prevent network scaling, and which evolve over time largely based on self-determined participation, which may result in new changes or updates that affect their speed, security, usability or value; • the ability for Bitcoin and Ethereum blockchain networks to resolve significant scaling challenges and increase the volume and speed of transactions; • the ability to attract and retain developers and customers to use Bitcoin, Tether, Ether and USDC for payment, store of value, unit of accounting and other intended uses and the absence of another supported digital asset to attract and retain developers and customers for the same; • transaction congestion and fees associated with processing transactions on the Bitcoin and Ethereum networks and the absence of another supported digital asset to replace these transactions; • negative public perception or market sentiment regarding Bitcoin, Tether, Ether and USDC; • development in mathematics, technology, including in digital computing, artificial intelligence, algebraic geometry and quantum computing that could result in the cryptography being used by Bitcoin, Tether, Ether and USDC becoming insecure or ineffective; • adverse legal proceedings or regulatory enforcement actions, judgments or settlements impacting cryptoeconomy participants; • regulatory, legislative or other compulsory or informal restrictions or limitations on Bitcoin, Tether, Ether and USDC lending, mining or staking activities; 30 Table of contents • many digital assets have concentrated ownership or an “admin key,” allowing a small group of holders to have significant unilateral control and influence over key decisions related to their crypto networks, such as governance decisions and protocol changes, as well as the market price of such digital assets; and • liquidity and credit risk issues experienced by other crypto platforms and other participants of the cryptoeconomy, and laws and regulations affecting the Bitcoin and Ethereum networks or access to these networks.
Risks Related to Ownership of Our Class A Common Stock The market prices and trading volume of our shares of Class A common stock may experience rapid and substantial price volatility which could cause purchasers of our Class A common stock to incur substantial losses.
Risks Related to Ownership of Our Class A Common Stock The market prices and trading volume of our shares of Class A common stock may experience rapid and substantial volatility which could cause purchasers of our Class A common stock to incur substantial losses.
In this scenario, a user would need to initiate the unstaking process according to the particular blockchain protocol’s requirements (e.g., a 28-day waiting period for ATOM). Following completion of the unstaking request, a user may elect to stake its digital assets with another API Provider and any rewards already earned and stored in a user’s wallet would remain unaffected.
In this scenario, a user would need to initiate the unstaking process according to the particular blockchain protocol’s requirements (e.g., a 21-day waiting period for ATOM). Following completion of the unstaking request, a user may elect to stake its digital assets with another API Provider and any rewards already earned and stored in a user’s wallet would remain unaffected.
Our success depends on the success of our third-party providers, and disruptions in our agreements with these providers may adversely affect our business, results of operations and financial condition.
Our success depends on the success of our third-party service providers, and disruptions in our agreements with these providers may adversely affect our business, results of operations and financial condition.
Reductions in processing power could result in material, though temporary, delays in transaction confirmation time, which could delay receipt of revenue and payment of our operating expenses.
Reductions in processing power could result in material, though temporary, delays in transaction confirmation time, which could delay receipt of revenue and payment of our expenses.
We may also face civil claims, as well as associated costs, diversion of internal resources, and reputational harm. Aspects of the GDPR, U.K. GDPR, California Consumer Privacy Act (“CCPA”), Swiss Secretariat for Economic Affairs (“SECO”) and other laws, regulations, industry standards and other obligations related to privacy, data protection and data security remain uncertain.
We may also face civil claims, as well as associated costs, diversion of internal resources, and reputational harm. Aspects of the GDPR, U.K. GDPR, California Consumer Privacy Act, Swiss Secretariat for Economic Affairs and other laws, regulations, industry standards and other obligations related to privacy, data protection and data security remain uncertain.
User actions to send and receive digital assets from a user’s Exodus wallet involves risks, which could result in loss of a user’s assets. We do not insure against potential losses, and we could be adversely affected if users blame or become dissatisfied with the Exodus Platform as a result of these negative experiences.
User actions to send and receive digital assets from a user’s Exodus wallet involve risks, which could result in loss of a user’s assets. We do not insure against potential losses, and we could be adversely affected if users blame or become dissatisfied with the Exodus Platform as a result of these negative experiences.
Because of our dual class structure, we anticipate that, for the foreseeable future, these individuals will continue to be able to control all matters submitted to our stockholders for approval, including the election and removal of directors. These holders of Class B common stock may vote in a way which may be adverse to your interests.
Because of our dual class structure, we anticipate that, for the foreseeable future, these individuals will continue to be able to control all matters submitted to our shareholders for approval, including the election and removal of directors. These holders of Class B common stock may vote in a way which may be adverse to your interests.
In light of conditions impacting our industry, it may be more difficult for us to obtain equity or debt financing in the future. If we raise additional equity financing, our stockholders may experience significant dilution of their ownership interests, and the per share value of our Class A common stock could decline.
In light of conditions impacting our industry, it may be more difficult for us to obtain equity or debt financing in the future. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our Class A common stock could decline.
The slowing or stopping of the development, 37 general acceptance and adoption of digital assets and blockchain networks may deter or delay the acceptance and adoption of the Exodus Platform or the applications on the Exodus Platform.
The slowing or stopping of the development, general acceptance and adoption of digital assets and blockchain networks may deter or delay the acceptance and adoption of the Exodus Platform or the applications on the Exodus Platform.
Our international operations expose us to additional risks and failure to manage those risks could materially and adversely impact our business. While Exodus does not have physical infrastructure globally, we do have contractors and two subsidiaries outside of the United States and contracts with international third-party API Providers.
Our international operations expose us to additional risks and failure to manage those risks could materially and adversely impact our business. While Exodus does not have physical infrastructure globally, we do have contractors and five subsidiaries outside of the United States and contracts with international third-party API Providers.
This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.
This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.
Despite our efforts to protect against cybersecurity risks, the cybersecurity threat landscape is rapidly evolving and has become increasingly sophisticated, and we may not be successful in preventing or mitigating cybersecurity threats that could have a material adverse effect on us.
The cybersecurity threat landscape is rapidly evolving and has become increasingly sophisticated, and we may not be successful in preventing or mitigating cybersecurity threats that could have a material adverse effect on us despite our efforts to protect against them .
The dual class structure of our common stock has the effect of concentrating voting control with certain stockholders, including our executive officers, team members and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control.
The dual class structure of our common stock has the effect of concentrating voting control with certain shareholders, including our executive officers, team members and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control.
We may be required to accept terms that restrict our ability to incur additional indebtedness, take other actions including accepting terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our stockholders.
We may be required to accept terms that restrict our ability to incur additional indebtedness, take other actions including accepting terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our shareholders.
Specifically, the laws and regulations governing un-hosted self-custody wallet providers like Exodus are currently undeveloped and many domestic and international laws and regulations that apply to digital assets, blockchain technologies and digital exchanges are not applicable to our core wallet business.
Specifically, the laws and regulations governing un-hosted self-custody wallet providers like Exodus are currently undeveloped and many domestic and international laws and regulations that apply to digital assets, blockchain technologies and digital exchanges may not be applicable to our core wallet business.
Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our amended and restated certificate of incorporation.
Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, unless otherwise required by law or our amended and restated certificate of incorporation.
We have elected to be exempt from some or all corporate governance requirements of the NYSE American and, as a result, you may not have the same protections afforded to stockholders of companies that are subject to all the corporate governance requirements of the NYSE American.
We have elected to be exempt from some or all corporate governance requirements of the NYSE American and, as a result, you may not have the same protections afforded to shareholders of companies that are subject to all the corporate governance requirements of the NYSE American.
Exodus, our team members, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies, or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of such parties even if we do not explicitly authorize such activities.
Exodus, our team members, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with 40 Table of contents officials and employees of government agencies, or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of such parties even if we do not explicitly authorize such activities.
We, our API Providers or our partners may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances.
We, our API Providers or our partners may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect, intervene, disrupt, and avoid such transactions in certain circumstances.
U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice (“DOJ”), SEC, Commodities Futures Trading Commission (“CFTC”), FTC, OFAC or the Internal Revenue Service (“IRS”), and various state securities and financial regulators have taken and continue to take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving digital assets.
U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice (“DOJ”), SEC, Commodities Futures Trading 31 Table of contents Commission (“CFTC”), Federal Trade Commission ("FTC"), OFAC or the Internal Revenue Service (“IRS”), and various state securities and financial regulators have taken and continue to take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving digital assets.
As a general matter, laws and regulations of digital assets, blockchain technologies and digital asset exchanges are currently undeveloped, vary among federal, state, local and international jurisdictions and are subject to significant uncertainty.
As a general matter, laws and regulations of digital assets, blockchain technologies and digital asset exchanges are currently undeveloped, vary among federal, state, local and international jurisdictions and are subject to significant uncertainty and evolving interpretations.
These provisions: prohibit our stockholders from calling special meetings of our stockholders; include the absence of cumulative voting; authorize our Board to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of our Board; reflect the dual class structure for our common stock; and restrict the forum for certain litigation against us to certain federal or Delaware state courts.
These provisions prohibit our shareholders from calling special meetings of our shareholders; include the absence of cumulative voting; authorize our Board to designate and issue one or more series of preferred stock without shareholder approval, the terms of which may be determined at the sole discretion of our Board; reflect the dual class structure for our common stock; and restrict the forum for certain litigation against us to certain federal or Delaware state courts.
To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business, prospects, operations and potentially the value of any Bitcoin we acquire or hold for our own account.
To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business, prospects, operations and potentially the value of any Bitcoin or other digital assets we acquire or hold for our own account.
If we are unable to meet this demand, or if the Exodus Platform otherwise fails to achieve widespread market acceptance, our business, results of operations, financial condition and growth prospects may be adversely affected. If we are not able to maintain our brand or reputation, our business and results of operations may be adversely affected.
Despite past performance, if we are unable to meet this demand, or if the Exodus Platform otherwise fails to achieve widespread market acceptance, our business, results of operations, financial condition and growth prospects may be adversely affected. If we are not able to maintain our brand or reputation, our business and results of operations may be adversely affected.
For example, the Chinese government restricts access to certain Google Cloud services from within the People’s Republic of China, and users of our mobile platform have experienced degraded functionality in China due to these restrictions on our platform’s ability to connect with those services.
For example, the Chinese government restricts access to certain Google Cloud services from within the People’s Republic of China, and users of our mobile platform have experienced degraded functionality in China due to these restrictions on our platform’s ability to connect with those 34 Table of contents services.
In these scenarios, users may blame or become dissatisfied with the Exodus Platform as a result of these negative experiences, which could adversely affect our business. We do not have insurance for any losses of assets in our users’ wallets.
In these scenarios, users may blame or become dissatisfied with the Exodus Platform as a result of these negative experiences, which could adversely affect our business. 26 Table of contents We do not have insurance for any losses of assets in our users’ wallets.
Such misconduct could include engaging in improper or unauthorized transactions or activities, insider trading and misappropriation of information, failing to supervise other employees or service providers, improperly using confidential information, as well as improper trading activity such as spoofing, layering, wash trading, manipulation and front-running. Additionally, our API Providers may misappropriate customer funds or digital assets.
Such misconduct could include engaging in improper or unauthorized transactions or activities, insider trading and misappropriation of information, failing to supervise other employees, contractors or service providers, improperly using confidential information, as well as improper trading activity such as spoofing, layering, wash trading, manipulation and front-running. Additionally, our third-party service providers may misappropriate customer funds or digital assets.
Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, any actual or perceived failure to meet applicable requirements may result in an adverse effect on our business.
Our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security may be unsuccessful, and any actual or perceived failure to meet applicable requirements may result in an adverse effect on our business.
If our API Providers were found to have not met their regulatory oversight and compliance and other obligations or if our API Providers experience bankruptcy or insolvency, we could receive negative publicity and damage to our reputation that could adversely impact our business. Our business could be negatively impacted by cybersecurity threats and other disruptions.
If our third-party service providers were found to have not met their regulatory oversight and compliance and other obligations or if our third-party service providers experience bankruptcy or insolvency, we could receive negative publicity and damage to our reputation that could adversely impact our business. Our business could be negatively impacted by cybersecurity threats and other disruptions.
All shares of Class B common stock will convert automatically into shares of Class A common stock upon the date on which the Class B common stock ceases to represent at least 10% of the total voting power of our outstanding common stock.
All shares of Class B common stock will convert automatically into shares of Class A common stock upon the date on which the Class B common stock ceases to represent at least 10% of the total voting power of our 43 Table of contents outstanding common stock.
Although we take precautions to prevent our software and services from being accessed or provided in violation of such laws, we may have previously allowed our software to be downloaded by individuals or entities potentially located in countries or territories subject to U.S. trade embargoes, potentially in violation of U.S. sanctions laws.
Our precautions to prevent our software and services from being accessed or provided in violation of such laws may not be successful, and we may have previously allowed our software to be downloaded by individuals or entities potentially located in countries or territories subject to U.S. trade embargoes, potentially in violation of U.S. sanctions laws.
In December 2018, we received an administrative subpoena issued by OFAC seeking information regarding potential transactions with individuals in Iran. In response, we conducted a comprehensive review that covered all countries and territories subject to U.S. trade embargoes administered by OFAC.
In December 2018, we received an administrative subpoena issued by OFAC seeking information regarding potential transactions with individuals in Iran. In response, we conducted a 41 Table of contents comprehensive review that covered all countries and territories subject to U.S. trade embargoes administered by OFAC.
As an example of how the uncertain and developing regulatory regime for digital assets, blockchain technologies and digital exchanges may impact our business as a self-custody wallet provider, earlier this year, the FCA published new rules relating to how digital assets can be marketed to consumers.
As an example of how the uncertain and developing regulatory regime for digital assets, blockchain technologies and digital exchanges may impact our business as a self-custody wallet provider, the FCA has published new rules relating to how digital assets can be marketed to consumers.
As a result, we could experience inefficiencies or a lack of business continuity due to employee turnover, new team members’ lack of historical knowledge and lack of familiarity with the business processes, operating requirements, purpose and culture, policies and procedures and key information technologies and related infrastructure used in our day-to-day 34 operations and financial reporting.
As a result, we could experience inefficiencies or a lack of business continuity due to team member turnover, including loss of historical knowledge, new team members’ lack of historical knowledge and lack of familiarity with the business processes, operating requirements, purpose and culture, policies and procedures and key information technologies and related infrastructure used in our day-to-day operations and financial reporting.
This does not include systems that have only one seller for each security (e.g., the issuer), even if there are multiple buyers. Entities that are engaged as an exchange or ATS, with respect to securities, are subject to federal registration and significant regulatory oversight by the SEC and Financial Industry Regulatory Authority (“FINRA”).
This does not include systems that have only one seller for each security (e.g., the issuer), even if there are multiple buyers. Entities that are engaged as an exchange or ATS, with respect to securities, are subject to federal registration and significant regulatory oversight by the SEC and FINRA.
While many aspects of the application of Pillar 2 remain to be clarified with respect to the implementation of the Organization for Economic Cooperation and Development’s approach in their tax treaties and domestic tax laws in the jurisdictions in which we or our subsidiaries operate or based, Pillar 2 did not apply in the year ended December 31, 2024.
Pillar 2 did not apply in the years ended December 31, 2025 and 2024 , but many aspects of the application of Pillar 2 remain to be clarified with respect to the implementation of the Organization for Economic Cooperation and Development’s approach in their tax treaties and domestic tax laws in the jurisdictions in which we or our subsidiaries operate or based.
Historically, approximately 24% of our active users have been located in the U.S. at any given time. We do not believe we have an obligation to register as a transfer agent under the Exchange Act, but a regulator may disagree. It is possible that we could be viewed as a transfer agent for purposes of federal or state law.
Historically, approximately 25% of our volume has been located in the U.S. at any given time. We do not believe we have an obligation to register as a transfer agent under the Exchange Act, but a regulator may disagree. It is possible that we could be viewed as a transfer agent for purposes of federal or state law.
Extreme fluctuations in the market price and trading volume of our Class A common stock may occur in response to: • strong and atypical retail investor interest, including on social media platforms and online forums; • direct access by retail investors to broadly available trading platforms; • the amount and status of short interest in our securities; • access to margin debt; • trading in options, derivatives or any other related hedging on our Class A common stock; • actual or anticipated variations in our operating and financial performance, including projected operational and financial results and failure to meet those projections; • our inability to pay dividends or other distributions or repurchase shares of our Class A common stock; • changes in market valuations of similar companies; • market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders; • any major change in our Board, management or key personnel; • actions by institutional or significant stockholders; • speculation in the press or investment community about our company or industry; • strategic actions by us or our competitors, such as acquisitions or other investments; • legislative, administrative, regulatory or other actions affecting our business or industry, including positions taken by the IRS; • investigations, proceedings or litigation that involve or affect us; • the occurrence of any of the other risk factors included in this report; • general market and economic conditions; and • other trading factors. 43 We cannot assure you that the market price and trading volume of our Class A common stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.
Extreme fluctuations in the market price and trading volume of our Class A common stock may occur in response to: • strong and atypical retail investor interest, including on social media platforms and online forums; • direct access by retail investors to broadly available trading platforms; • the amount and status of short interest in our securities; • access to margin debt; • trading in options, derivatives or any other related hedging on our Class A common stock; • actual or anticipated variations in our operating and financial performance, including projected operational and financial results and failure to meet those projections; • our inability to pay dividends or other distributions or repurchase shares of our Class A common stock; • changes in market valuations of similar companies; • market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing shareholders; • any major change in our Board, management or key personnel; • actions by institutional or significant shareholders; • speculation in the press or investment community about our company or industry; • strategic actions by us or our competitors, such as acquisitions or other investments; 42 Table of contents • legislative, administrative, regulatory or other actions affecting our business or industry, including positions taken by the IRS; • investigations, proceedings or litigation that involve or affect us; • the occurrence of any of the other risk factors included in this report; • general market and economic conditions; and • other trading factors.
If we fail to effectively manage our growth, we may be unable to execute our business plan, maintain high-quality levels of support, ensure the security of our platform, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition and results of operations would be harmed.
If we fail to effectively manage our growth, we may be unable to execute our business plan, maintain high-quality levels of support, ensure the security of our platform, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition and results of operations could be adversely affected.
We elected in our amended and restated certificate of incorporation to not be subject to the provisions of Section 203. This may make us more vulnerable to takeovers that are completed without the approval of our Board and/or without giving us the ability to prohibit or delay such takeovers as effectively.
We elected in our certificate of incorporation to not be subject to the provisions of Section 21.606. This may make us more vulnerable to takeovers that are completed without the approval of our Board and/or without giving us the ability to prohibit or delay such takeovers as effectively.
The limited rights of legal recourse available to us expose us and our investors to the risk of loss of our Bitcoin for which no person is liable.
The limited rights of legal recourse available to us expose us and our investors to the risk of loss of our digital assets for which no person is liable.
It is not always possible to deter misconduct, and the precautions we and our API Providers take to prevent and detect this activity may not be effective in all cases.
It is not always possible to deter misconduct, and the precautions we and our third-party service providers take to prevent and detect this activity may not be effective in all cases.
Risks Related to Regulation The regulatory regime governing blockchain technologies, digital assets and securities is uncertain and new regulations or policies may materially adversely affect the development and utilization of the Exodus Platform.
The regulatory regime governing blockchain technologies, digital assets and securities is uncertain and new regulations or policies may materially adversely affect the development and utilization of the Exodus Platform.
Digital asset exchanges may be exposed to front-running. Digital asset exchanges may be susceptible to “front-running,” which refers to the process whereby someone uses technology or market advantage to obtain information about upcoming transactions. Front-running is a frequent activity on centralized as well as decentralized exchanges.
Digital asset exchanges may be exposed to front-running, wash trading or other manipulative acts or practices. Digital asset exchanges may be susceptible to “front-running,” which refers to the process whereby someone uses technology or market advantage to obtain information about upcoming transactions. Front-running is a frequent activity on centralized as well as decentralized exchanges.
The nature of the digital assets held at trading platforms makes them appealing targets for hackers and a number of digital asset trading platforms have been victims of cybercrimes.
The nature of the digital assets held at these platforms makes them appealing targets for hackers and a number of digital asset trading 25 Table of contents platforms have been victims of cybercrimes.
Our international operations and any expansion internationally could subject us to a variety of additional risks and challenges, including: • changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions in response to inflation) and the ongoing longer-term impact of changes in international trade policies; • providing our platform and operating our business in different languages, among different cultures and time zones; • compliance with foreign privacy, data protection, security laws and regulations, data localization requirements, trade laws, antitrust and competition laws, human rights laws, and a variety of other local, national and multinational regulations and laws, and the risks and costs of non-compliance; • compliance with U.S. laws and regulations for foreign operations, including anti-bribery laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to acquire new users in certain foreign markets and the risks and costs of noncompliance; • greater difficulty in enforcing contracts and accounts receivable collection; • limitations on our ability to market our platform in foreign markets; • differing technical standards, existing or future regulatory and certification requirements and required features and functionality; • political and economic conditions and uncertainty in each country or region in which we operate; • reduced or uncertain protection for intellectual property rights and contractual rights in some countries; • greater risk of unexpected changes in regulatory practices, tariffs, sanctions, trade barriers, tax laws and treaties; and • differing employment practices and labor relations issues. 35 While we believe we have implemented appropriate measures that are designed to ensure that we are in compliance with foreign laws and regulations, failure to mitigate the risks associated with our international providers could impact our ability to conduct our business as planned which could materially and adversely impact our business.
Our international operations and any expansion internationally, including due to acquisitions, could subject us to a variety of additional risks and challenges, including: • changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions in response to inflation) and the ongoing longer-term impact of changes in international trade policies; • providing our platform and operating our business in different languages, among different cultures and time zones; • compliance with foreign privacy, data protection, security laws and regulations, data localization requirements, trade laws, antitrust and competition laws, securities and commodities laws, human rights laws, and a variety of other local, national and multinational regulations and laws, and the risks and costs of non-compliance; • compliance with U.S. laws and regulations for foreign operations, including anti-bribery laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to acquire new users in certain foreign markets and the risks and costs of noncompliance; • greater difficulty in enforcing contracts and accounts receivable collection; • limitations on our ability to market our platform in foreign markets; • differing technical standards, existing or future regulatory and certification requirements and required features and functionality; • political and economic conditions and uncertainty in each country or region in which we operate; 33 Table of contents • reduced or uncertain protection for intellectual property rights and contractual rights in some countries; • greater risk of unexpected changes in regulatory practices, tariffs, sanctions, trade barriers, tax laws and treaties; and • differing employment practices and labor relations issues.
We have previously and may continue to experience increasing competition for available talent in the workforce as reflected by the low unemployment rate, shortages of available industry talent and increasing costs to retain employees.
We have previously and may continue to experience increasing competition for available talent in the workforce as reflected by the low unemployment rate, shortages of available industry talent and increasing costs to 32 Table of contents retain team members.
The USDOT, the SEC and the Commodity Futures Trading Commission (“CFTC”) and the IRS have published guidance on the treatment of digital assets. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws.
The USDOT, the SEC, and the CFTC and the IRS have published guidance on the treatment of digital assets. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws.
For services offered by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction. We expect to continue our subscription-based model for services offered by API Providers to persons located inside the United States.
For services offered by API Providers to persons located outside the United States, we generally utilize a transaction-based structure to charge API Providers a percentage of the underlying value of the digital asset transaction.
The platforms on which users trade digital assets are relatively new and, in some cases, largely unregulated or subject to regulation in a relevant jurisdiction but may not be in compliance, and, therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for other financial assets or instruments, which could have a negative impact on the performance of our business.
The third-party platforms on which users swap digital assets may be unregulated or subject to regulation in a relevant jurisdiction but may not be in compliance, and, therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for other financial assets or instruments, which could have a negative impact on the performance of our business.
We do not insure against potential losses, and we could be adversely affected if users blame or become dissatisfied with the Exodus Platform as a result of these negative experiences. • If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any digital assets, it could cause regulatory scrutiny, reputational harm and other losses. • Some of our technology incorporates or utilizes software released under the terms of “open source” licenses, which could subject us to possible litigation and be used by competitors. • Disputes with our users and other third parties could be costly, time-consuming and harm our business and reputation. • We face intense and increasing competition, which could adversely affect us. • If we are not able to effectively keep pace with technological developments that are attractive to our current and prospective users, we could be adversely affected. • If we fail to effectively manage our growth, we may be unable to execute our business plan, maintain high-quality levels of support, ensure the security of our platform, adequately address competitive challenges or maintain our corporate culture, and we would be harmed. • We may be unable to raise additional capital needed to grow our business. • We may pursue strategic transactions, which could be difficult to identify and implement, and could disrupt our business or change our business profile significantly. • Our holdings of digital assets expose us to exchange, security, valuation and liquidity risks, which could negatively affect us. 23 • Our revenue may be adversely affected if the markets for Bitcoin, Tether, Ether and USDC deteriorate or if their prices decline. • Staking poses risks to our users’ assets which, in turn, may damage our brand and reputation, discourage existing and future customers from utilizing Everstake’s services, and adversely impact our staking revenue earned through Everstake. • Our platform or our API Providers’ platforms may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams, which could adversely affect our business. • Our users may be exposed to an API Provider experiencing insolvency or bankruptcy, which could adversely impact our business, operating results, and financial condition. • We do not conduct diligence with respect to the exchanges, market makers and other third parties our API Providers may contract with to conduct the services they provide to our users. • We have previously identified a material weakness in our internal control over financial reporting, which we have not fully remediated, and we may not be able to accurately or timely report our financial condition or results of operations. • Our success depends on our ability to attract and retain key technical, user support and management personnel while supporting the onboarding and career development of our team members. • If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect us. • Our international operations expose us to additional risks and failure to manage those risks could materially and adversely impact our business. • Operational cost may exceed the award for solving blocks or transaction fees.
We could thus be adversely affected if users blame the Exodus Platform. • If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any of our digital assets, it could cause regulatory scrutiny, reputational harm and financial losses. • Some of our technology incorporates or utilizes software released under the terms of “open source” licenses, which could subject us to possible litigation and be used by competitors. • Disputes with our users and third parties could be costly, time-consuming and harm our business and reputation. • We face intense and increasing competition, and may not be able keep pace with technological developments that are attractive to our current and prospective users, which could adversely affect us. • If we fail to manage our growth, it could harm our business operations, corporate culture, and competitiveness. • We may be unable to raise additional capital needed to grow our business. • We periodically pursue strategic transactions, which could be difficult to identify and implement, and could disrupt our business or change our business profile significantly. • Our holdings of digital assets, including the markets for Bitcoin, Tether, Ether and USDC, could expose us to exchange, security, valuation and liquidity risks, which could negatively affect us. • Staking poses risks to our users’ assets which, in turn, may damage our brand and reputation, discourage existing and future customers from utilizing Everstake’s services, and adversely impact our staking revenue. • Our platform or our API Providers’ platforms may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams, which could adversely affect our business. • Our users may be exposed to an API Provider experiencing insolvency or bankruptcy, which could adversely impact our business, operating results, and financial condition. • We do not conduct diligence with respect to the exchanges, market makers and other third parties our API Providers may contract with to conduct the services they provide to our users. • Our success depends on our ability to attract and retain key technical, user support and management personnel while supporting the onboarding and career development of our team members. • If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect us. • Our international operations expose us to additional risks and failure to manage those risks could materially and adversely impact our business. 22 Table of contents • Operational cost may exceed the award for solving blocks or transaction fees.
Despite our efforts to comply with applicable laws and regulations, any actual or perceived failure to meet applicable requirements may result in an adverse effect on our business.
Business – Regulatory Environment.” Our efforts to comply with applicable laws and regulations may be unsuccessful, and any actual or perceived failure to meet applicable requirements may result in an adverse effect on our business.
As of December 31, 2024, the stockholders holding shares of Class B common stock collectively beneficially own shares representing approximately 96% of the voting power of our outstanding common stock. Messrs. Richardson and Castagnoli, each an executive officer and director of the Company, control approximately 91% of the voting power of our outstanding common stock.
As of December 31, 2025 , the shareholders holding shares of Class B common stock collectively beneficially own shares representing approximately 95% of the voting power of our outstanding common stock. Messrs. Richardson and Castagnoli, each an executive officer and director of the Company, control approximately 93% of the voting power of our outstanding common stock.
However, we believe that our long-term growth depends, in part, on our ability to develop and monetize additional aspects of our platform, which we may pursue through acquisitions, investments in other companies, partnerships, alliances or other strategic transactions.
Our ability as an organization to successfully acquire technologies or businesses is unproven. However, we believe that our long-term growth depends, in part, on our ability to develop and monetize additional aspects of our platform, which we may pursue through acquisitions, investments in other companies, partnerships, alliances or other strategic transactions.
Although we believe we are operating in compliance with the laws of jurisdictions in which Exodus operates, these laws and regulations are evolving, may impose inconsistent or conflicting standards among jurisdictions, can be subject to significant change and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.
The laws and regulations in the jurisdictions in which we operate are evolving, may impose inconsistent or conflicting standards among jurisdictions, can be subject to significant change and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.
Some of these blocking efforts would be out of our control once they have been put in place and may limit our ability to provide our platform or third-party apps on a fully global basis, which could reduce demand for our platform among current or potential users and adversely impact our business, results of operations and financial condition. 36 Our tax information reporting obligations with respect to digital asset transactions are subject to change.
Some of these blocking efforts would be out of our control once they have been put in place and may limit our ability to provide our platform or third-party apps on a fully global basis, which could reduce demand for our platform among current or potential users and adversely impact our business, results of operations and financial condition.
While we have implemented policies and procedures, including geo-blocking technology, designed to help monitor for and ensure compliance with existing and new laws and regulations, there can be no assurance that we and our employees, contractors and agents will not violate or otherwise fail to comply with such laws and regulations.
There can be no assurance that we and our employees, contractors and agents will not violate or otherwise fail to comply with such laws and regulations despite our policies and procedures, 37 Table of contents including geo-blocking technology, designed to help monitor for and support compliance with existing and new laws and regulations.
If that were the case, we could be forced to register as a transfer agent and comply with applicable law, which could lead to our experiencing significant costs and could force us to change or cease our operations. Any of these developments could have a negative effect on our business, financial condition and results of operations.
If so, we could be forced to register as a clearing agency and comply with applicable law, which could lead to significant costs and could force us to change or cease our operations. Any of these developments could have a negative effect on our business, financial condition and results of operations.
Any of the following risks and uncertainties could materially and adversely affect our business, financial condition, results of operations, liquidity and/or cash flows and the impact could be compounded if multiple risks were to occur.
Any of the following risks and uncertainties could materially and adversely affect our business, financial condition, results of operations, liquidity and/or cash flows and the impact could lead to a decline in the trading price of our common stock or be compounded if multiple risks were to occur.
Because of the breadth of this definition, Financial Crimes Enforcement Network (“FinCEN”) regulations state that whether a person is a money transmitter is ultimately a facts and circumstances determination.
Because of the breadth of this definition, FinCEN regulations state that whether a person is a money transmitter is ultimately a facts and circumstances determination.
Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted to prohibit companies, their employees, agents, representatives, business partners and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. We sometimes leverage third parties to sell our products and conduct our business abroad.
Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted to prohibit companies, their team members , agents, representatives, business partners and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
Managing our growth will require significant capital expenditures and allocation of valuable management and employee resources. If we fail to manage our expected growth, the uninterrupted and secure operation of our platform and our compliance with the rules and regulations applicable to our operations, the quality of our platform and ability to compete could suffer.
M anaging our growth will require capital expenditure s and allocation of valuable management and team member resources. If we fail to manage our expected growth, the uninterrupted and secure operation of our platform and our compliance with the rules and regulations applicable to our operations, the quality of our platform and ability to compete could suffer.
Our holdings of digital assets expose us to exchange, security, valuation and liquidity risks, which could negatively affect us. The market price of Bitcoin has historically been volatile and may affect our business by fluctuating the value of funds available to us which could materially and adversely affect our financial condition, results of operations and cash flows.
The market price of Bitcoin has historically been volatile and may affect our business by fluctuating the value of funds available to us, which could materially and adversely affect our financial condition, results of operations and cash flows.
These provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board determines is in our best interests and that of our stockholders. We are not subject to the provisions of Section 203 of the Delaware General Corporation Law, which could negatively affect your investment.
These provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board determines is in our best interests and that of our shareholders. We are not subject to the provisions of Section 21.606 of the Texas Business Organizations Code, which could negatively affect your investment.
Negative perception, a lack of stability in the digital asset trading markets and the closure or temporary shutdown of digital asset trading platforms due to fraud, business failure, hackers or malware, or government regulation may reduce confidence in the digital asset trading platforms and result in greater volatility in the prices of digital assets. 27 Operational problems or failures may reduce confidence in digital asset exchanges, the Exodus Platform, or in digital assets generally.
Negative perception, a lack of stability in the digital asset trading markets and the closure or temporary shutdown of these third-party platforms due to fraud, business failure, hackers or malware, or government regulation may reduce confidence in such platforms and result in greater volatility in the prices of digital assets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Governance Our Board, with assistance from its Audit Committee, oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats. Our Audit Committee receives reports on significant cybersecurity developments from the management team responsible for overseeing the Company’s risk and cybersecurity management processes, including our Chief Compliance Officer and VP of Infrastructure & Security.
Governance Our Board, with assistance from its Audit Committee, oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats. Our Audit Committee receives reports on significant cybersecurity developments from the management team responsible for overseeing the Company’s risk and cybersecurity management processes, including our Chief Compliance Officer and Chief Security Officer.
Additionally, we regularly conduct penetration and vulnerability testing and tabletop exercises, along with regular employee training on cybersecurity matters. We also employ systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use.
Additionally, we regularly conduct penetration and vulnerability testing and tabletop exercises, along with regular team member training on cybersecurity matters. We also employ systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use.
Item 1C. Cy bersecurity. Our cybersecurity program is designed to protect our information, and that of our customers, against cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems.
Item 1C. Cybersecurity Our cybersecurity program is designed to protect our information, and that of our customers, against cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems.
He has extensive cybersecurity knowledge and skills gained from over 15 years of relevant work experience, including various leadership and management roles in information technology at the Company and elsewhere. He also has a Bachelor of Science in information systems. Risk Management and Strategy Our cybersecurity program includes technical safeguards, including automated tools managed and monitored by our cybersecurity team.
He has extensive cybersecurity knowledge and skills gained from over 20 years of relevant work experience, including various leadership and management roles in information technology at the Company and elsewhere. He also has a Master of Science in information systems. Risk Management and Strategy Our cybersecurity program includes technical safeguards, including automated tools managed and monitored by our cybersecurity team.
While we have not identified any material cybersecurity threats or incidents in the last year that have had a material adverse effect on our business, there can be no guarantee that we will not be the subject of future successful attacks, threats or incidents. For more information on our cybersecurity related risks, see “Item 1A.
While we have not identified any material cybersecurity threats or incidents since the beginning of the last fiscal year that have had a material adverse effect on our business, there can be no guarantee that we will not be the subject of future successful attacks, threats or incidents. For more information on our cybersecurity related risks, see “Item 1A.
We also have protocols by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported to our Board in a timely manner. At the management level, our VP of Infrastructure & Security leads the team responsible for implementing, monitoring and maintaining our cybersecurity risk management program across our business .
We also have protocols by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported to our Board in a timely manner. At the management level, our Chief Security Officer leads the team responsible for implementing, monitoring and maintaining our cybersecurity risk management program across our business .
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Risk Factors—Risks Related to Our Business – Any actual or perceived failure of the Exodus Platform to block malware or prevent failures or security breaches or other cybersecurity incidents could harm our reputation, cause the Exodus Platform to be perceived as insecure, underperforming or unreliable, impede our efforts to attract and retain users and otherwise negatively impact our business, results of operations and financial condition.” of this report.
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We engage independent third-party consultants and other service providers from time to time to conduct security assessments and audits and to assess and enhance our cybersecurity practices. These third parties support our efforts to assess the effectiveness of our cybersecurity controls, identify potential vulnerabilities, benchmark our practices against industry standards and enhance our overall cybersecurity posture.
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Risk Factors Risks Related to Our Business – Our business could be negatively impacted by cybersecurity threats and other disruptions.” . 45 Table of contents

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Prop erties. We operate completely remotely and do not maintain any physical properties. We believe that our remote working operations are adequate to meet our needs for the immediate future, and that, if necessary, suitable physical space will be available to accommodate any expansion of our operations.
Item 2. Properties We operate completely remotely and do not maintain any physical propertie s for our team members or the operation of our business. We believe that our remote working operations are adequate to meet our needs for the immediate future, and that, if necessary, suitable physical space will be available to accommodate any expansion of our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Pr oceedings. For a description of material legal proceedings in which we are involved, see Note 11. Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 4. Mine Saf ety Disclosures. Not Applicable 46 PART II
Item 3. Legal Proceedings For a description of material legal proceedings in which we are involved, see "Note 12 - Commitments and Contingencies" to our consolidated financial statements included in Part II, Item 8 of this report, which is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Any determination to pay dividends in the future will be at the discretion of our Board and will depend on many factors, including our financial condition, results of operations, liquidity, earnings, projected capital and other cash requirements, legal requirements, restrictions in the agreements governing any indebtedness we may enter into, our business prospects and other factors that our Board deems relevant.
Any determination to pay dividends in the future, including any future dividends paid in Bitcoin, will be at the discretion of our Board and will depend on many factors, including our financial condition, results of operations, liquidity, earnings, projected capital and other cash requirements, legal requirements, restrictions in the agreements governing any indebtedness we may enter into, our business prospects and other factors that our Board deems relevant.
Item 5. Market for Registr ant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information for Common Stock Our Class A common stock is traded on the NYSE American under the symbol “EXOD.” Trading of our Class A common stock commenced on December 18, 2024 in connection with our uplisting to the NYSE American.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock is traded on the NYSE American under the symbol “EXOD”. Trading of our Class A common stock commenced on December 18, 2024 in connection with our uplisting to the NYSE American.
Many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, and we are unable to estimate the total number of stockholders represented by these record holders. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None.
Many of our shares of Class A common stock are held by brokers and other institutions on behalf of shareholders, and we are unable to estimate the total number of shareholders represented by these record holders.
Our Class B common stock is not listed on any stock exchange nor traded on any public market. Dividend Policy We have never declared or paid any cash dividends on our common stock, and we do not intend to pay any cash dividends in the foreseeable future.
Dividend Policy We have never declared or paid any cash dividends on our common stock, and we do not intend to pay any cash dividends in the foreseeable future.
Stockholders As of December 31, 2024, there were 6,605 and 13 registered stockholders of record of our Class A common stock and Class B common stock, respectively.
Our Class B common stock is not listed on any stock exchange nor traded on any public market. Shareholder s As of March 4, 2026 , there were 6,138 and 9 registered shareholders of record of our Class A common stock and Class B common stock, respectively.
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Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Bitcoin is the most widely accepted cryptocurrency by merchants, although 48 overall adoption for retail and commercial services currently remains limited and Bitcoin is often converted to a fiat currency, such as the U.S. dollar, immediately upon acceptance by the merchant. Tether: Tether is a cryptocurrency and stablecoin intended to offer price stability in the cryptocurrency market and to hold stable value against certain fiat currencies, including the U.S. dollar, EURO and Mexican peso.
Bitcoin is the most widely accepted cryptocurrency by merchants, although overall adoption for retail and commercial services currently remains limited and Bitcoin is often converted to a fiat currency, such as the U.S. dollar, immediately upon acceptance by the merchant. • Tether: Tether is a cryptocurrency and stablecoin intended to offer price stability in the cryptocurrency market and to hold stable value against certain fiat currencies, including the U.S. dollar, Euro and Mexican peso.
The primary cryptocurrency of the Ethereum blockchain is Ether (ETH), which is used to power the network. The Ethereum blockchain is home to thousands of fungible and non-fungible tokens, as well as many other decentralized apps focused on building out web3 - a decentralized internet. USDC: USDC is a cryptocurrency and stablecoin backed by fully reserved assets.
The primary cryptocurrency of the Ethereum blockchain is Ether, which is used to power the network. The Ethereum blockchain is home to thousands of fungible and non-fungible tokens, as well as many other decentralized apps focused on building out Web3, which is a decentralized internet. • USDC: USDC is a cryptocurrency and stablecoin backed by fully reserved assets.
This means users can create, connect, and access a digital asset wallet directly from a platform like a dApp without downloading and installing anything, without an account, without email or SMS verification, and without needing to remember or write down their private keys or 12-word secret recovery phrase. 2024 Highlights During 2024, we made progress around our main growth initiatives, which are Exodus Platform User Growth and Marketing, Partnership Strategy, and Acquisitions.
This means users can create, connect, and access a digital asset wallet directly from a platform like a dApp without downloading and installing anything, without an account, without email or SMS verification, and without needing to remember or write down their private keys or 12-word secret recovery phrase. 2025 Highlights During 2025 , we made progress around our main growth initiatives, which are Exodus Platform User Growth and Marketing, Partnership Strategy, and Acquisitions.
The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within the provision for income taxes. See “Note 10—Income Taxes” to our consolidated financial statements in this report.
The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within the provision for income taxes. See “Note 11 - Income Taxes” to our consolidated financial statements in this report.
As a result of this integration, Ledger users have access to all services offered and performed by our API Providers for over 21,000 digital assets, with any swapped digital assets delivered directly to the user’s Ledger wallet. Like transactions involving Exodus users, XO Swap transactions occur as on-chain transactions that are transparent and secure.
As a result of this integration, Ledger users have access to all services offered and performed by our API Providers for over 30,000 digital assets, with any swapped digital assets delivered directly to the user’s Ledger wallet. Like transactions involving Exodus users, XO Swap transactions occur as on-chain transactions that are transparent and secure.
As of the date of this filing, based on current operating plans, we believe that our existing cash and cash equivalents, treasury bills, USDC and digital assets, together with cash generated from our operations, will be sufficient to fund our operations and anticipated growth for the next twelve months and thereafter for the foreseeable future.
As of the date of this filing, based on current operating plans, we believe that our existing cash and cash equivalents, USDC and digital assets, together with cash generated from our operations, will be sufficient to fund our operations and anticipated growth for the next twelve months and thereafter for the foreseeable future.
As the Exodus platform continues to expand, we anticipate the need to add more team members to accommodate the growth in our business, which is expected to materially increase both operating expenses as a result of the impact on the human capital costs described above.
As the Exodus Platform continues to expand, we anticipate the need to add more team members to accommodate the growth in our business, which is expected to materially increase expenses as a result of the impact on the human capital costs described above.
For U.S. federal tax purposes, digital asset transactions are treated for tax purposes by recognizing a gain or loss when digital assets are exchanged, in the amount of the difference between the fair market value of the property received and the tax basis of the exchanged digital assets.
For U.S. federal tax purposes, digital asset transactions are accounted for by recognizing a gain or loss when digital assets are exchanged, in the amount of the difference between the fair market value of the property received and the tax basis of the exchanged digital assets.
Because a majority of our revenue is derived from services provided by API Providers to persons located outside the United States pursuant to a transaction-based structure, our profitability is dependent on a number of factors including the pricing of digital assets, the volume of transactions and the quality of our third-party relationships.
Due to a majority of our revenue being derived from services provided by API Providers to persons located outside the United States pursuant to a transaction-based structure, our profitability is dependent on a number of factors including the pricing of digital assets, the volume of transactions and the quality of our third-party relationships.
The following discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Forward Looking Statements,” and in other parts of this Annual Report on Form 10-K.
The following discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors,” “Cautionary Note Regarding Forward Looking Statements,” and in other parts of this Annual Report on Form 10-K.
Historically, we have primarily focused on an organic growth-based marketing strategy. In the year ended December 31, 2024, the increase was primarily due to increased spending on website advertisements targeted at digital asset focused spaces and on online platforms, such as the App Store, and marketing agency expenses. To date, we have primarily focused our marketing strategy toward user growth.
In the year ended December 31, 2025 , the increase was primarily due to increased spending on website advertisements targeted at digital asset focused spaces and on online platforms, such as the App Store, and marketing agency expenses. To date, we have primarily focused our marketing strategy toward user growth.
While there can be no guarantees that we will be able to acquire any of the potential targets on acceptable terms or at all, we believe we are well positioned to successfully execute on our acquisition strategy by leveraging our scale, access to capital markets, and overall liquidity position.
Acquisitions A dditionally, we have identified a pipeline of additional targets. While there can be no guarantees that we will be able to acquire any of the potential targets on acceptable terms or at all, we believe we are well positioned to successfully execute on our acquisition strategy by leveraging our scale, access to capital markets, and overall liquidity position.
See Note 10, “Income Taxes” to our consolidated financial statements in this report. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be maintained by the examination of taxing authorities.
See "Note 11 - Income Taxes" to our consolidated financial statements in this report. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be maintained by the examination of taxing authorities.
During the year ended December 31, 2024, the Company recognized net realized gains from exchange of digital assets of $7.7 million and net unrealized gains from remeasurement of digital assets of $88.4 million. For the year ended December 31, 2023, the Company recorded net gain on digital assets of $1.4 million.
For the year ended December 31, 2024 , the Company recognized net realized gains from exchange of digital assets of $7.7 million and net unrealized gains from remeasurement of digital assets of $88.4 million .
For the year ended December 31, 2024, five API Providers each accounted for more than 10% of our revenues and collectively generated 77% of revenue. For the year ended December 31, 2023, five API providers accounted for more than 10% each of revenues and collectively generated 84% of revenue.
For the year ended December 31, 2025 , five API Providers each accounted for more than 10% of our revenues and collectively generated 69.1% of revenue. For the year ended December 31, 2024 , five API providers each accounted for more than 10% each of revenues and collectively generated 77.4% of revenue.
Item 7. Mana gement’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included in this Annual Report on Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included in this report.
Over the next few years, we intend to develop more products to offer, leveraging 51 the experience and technology we have built for our own platform to add value to the digital asset and broader FinTech communities. Passkeys Technology - We are actively building out our Passkeys Wallet technology. As of December 31, 2024, Passkeys Wallet boasts 0.2 million users.
Over the next few years, we intend to develop more products to offer, leveraging the experience and technology we have built for our own platform to add value to the digital asset and broader FinTech communities. Passkeys Technology - We are actively building out our Passkeys Wallet technology.
Human capital costs are also expected to increase due to the need to add additional team members to address compliance with the evolving regulatory environment, including as a publicly traded company. Marketing expenses – Marketing-related costs increased $4.7 million for the year ended December 31, 2024, compared to the prior year.
Human capital costs are also expected to increase due to the need to add additional team members to address compliance with the evolving regulatory environment, including as a publicly traded company. Marketing expenses – Marketing-related costs were $11.0 million , an increase of $6.2 million for the year ended December 31, 2025 , compared to the prior year.
MAUs provide a measurement of user engagement, allowing management to compare engagement over time. MAUs consist of both funded wallets and unfunded wallets. Because Exodus users do not have accounts, users do not close an account. Therefore, users may be inactive one month and active the next as they re-engage with the platform.
MAUs consist of both funded wallets and unfunded wallets. Because Exodus users do not have accounts, users do not close an account. Therefore, users may be inactive one month and active the next as they re-engage with the platform. A growing MAUs measurement over time indicates that interest in the Exodus Platform is increasing.
We may seek to opportunistically raise additional capital through private or public equity securities offerings in the future.
We may seek to opportunistically raise additional capital through private or public equity securities offerings in the future. From time to time, we may also enter into financing arrangements.
For the year ended December 31, 2024, the change from the effective rate was primarily due to a benefit related to stock option exercises net of non-deductible executive compensation, increases related to the net tax benefit from U.S. Foreign Derived Intangible Income permanent tax benefit, foreign tax, and change in valuation allowance.
Foreign Derived Intangible Income and research and development tax credits partially offset by nondeductible expenses. For the year ended December 31, 2024 , the change from the statutory tax rate to the effective rate was primarily due to a benefit related to stock option exercises, net of non-deductible executive compensation, and U.S.
Liquidity and Capital Resources Overview Our primary source of funding is from API fee revenues. We fund our operational costs from these revenues. Our primary use of funds is payment of our operating costs, which consist mostly of compensation and benefit expenses and security costs.
Foreign Derived Intangible Income partially offset by change in valuation allowance. 55 Table of contents Liquidity and Capital Resources Overview Our primary source of funding is from API fee revenues. We fund our operational costs from these revenues. Our primary use of funds is payment of our operating costs, which consist mostly of compensation and benefit expenses and security costs.
We define an MAU as any user with activity history in any month. A user has “activity history” if, in the last calendar month, the user performed any activity within the application such as opening their application to check digital asset prices, reading news, or accessing the services of our API Providers.
A user has “activity history” if, in the applicable calendar month, the user performed any activity within the application such as opening their application to check digital asset prices, reading news, or accessing the services of our API Providers. MAUs provide a measurement of user engagement, allowing management to compare engagement over time.
The addition of our business-to-business partnerships helped increase MAUs by an additional 0.2 million users or 9%. Our strategic focus remains on expanding our active user base, improving app features, and expanding our business-to-business partnerships. We believe that over the long term, interest in digital assets and digital asset markets will continue to increase.
Our strategic focus remains on expanding our active user base, improving app features, and expanding our business-to-business partnerships. We believe that over the long term, consumer interest in digital assets and digital asset markets will again increase.
This increase was primarily due to a $4.6 million increase in team member compensation and benefit expenses, a $6.3 million increase in legal and consulting expenses, a $1.9 million increase in meeting and travel expenses, a $4.7 million increase in marketing expenses, a $0.3 million increase in subscription expenses, a $0.3 million increase in donations and a $2.0 million increase in foreign currency expense.
This increase was primarily due to a $6.4 million increase in legal and consulting expenses, a $6.2 million increase in marketing expenses, a $5.0 million increase in team member compensation and benefit expenses, a $5.0 million increase in meeting and travel expenses, a $2.5 million increase in regulatory expenses, a $2.0 million increase in expense associated with the issuance of warrants, a $1.6 million increase in political contributions and a $0.9 million increase in subscription expense, partially offset by a decrease of $3.0 million in foreign currency expenses.
Digital Asset API Provider Service(s) Blockchain(s) BTC Store of value and payment cryptocurrency Exchange Aggregation; Fiat Onboarding Bitcoin Tether Stablecoin Exchange Aggregation; Fiat Onboarding Ethereum, Algorand, Avalanche, Binance Smart Chain, Arbitrum, Polygon, Optimism, Solana, Tron, Fantom, Polygon, Solana Ether Blockchain economy or blockchain platform Exchange Aggregation; Fiat Onboarding; Staking Ethereum USDC Stablecoin Exchange Aggregation; Fiat Onboarding Ethereum, Algorand, Avalanche, Binance Smart Chain, Arbitrum, Fantom, Polygon, Optimism, Solana, Tron Other All other digital assets Exchange Aggregation; Fiat Onboarding; Staking Multiple Blockchains (1) See “Material Characteristics of the Digital Assets Material to our Business by Revenue” in the paragraph below for a narrative description of the material characteristics of these digital assets.
Digital Asset API Provider Service(s) Blockchain(s) Bitcoin Store of value and payment cryptocurrency Exchange Aggregation; Fiat Onboarding Bitcoin Tether Stablecoin Exchange Aggregation; Fiat Onboarding Ethereum, Algorand, Avalanche, Binance Smart Chain, Arbitrum, Polygon, Optimism, Solana, Tron, Fantom, Ether Blockchain economy or blockchain platform Exchange Aggregation; Fiat Onboarding; Staking Ethereum USDC Stablecoin Exchange Aggregation; Fiat Onboarding Ethereum, Algorand, Avalanche, Binance Smart Chain, Arbitrum, Fantom, Polygon, Optimism, Solana, Tron Other All other digital assets Exchange Aggregation; Fiat Onboarding; Staking Multiple Blockchains 48 Table of contents Material Characteristics of the Digital Assets Material to our Business by Revenue • Bitcoin: Bitcoin is a digital asset that can be transferred among participants on the Bitcoin network on a peer-to-peer basis.
Business-to-Business Partnerships XO Swap We contract with third parties to provide them with a connection to our Exchange Aggregator and, in turn, receive both transaction-based and subscription-based fees in accordance with our agreement with the applicable API Provider.
See “Note 3 - Revenue Recognition” to our consolidated financial statements included in this report. 50 Table of contents Business-to-Busines s Partnerships XO Swap We contract with third parties to provide them with a connection to our Exchange Aggregator and, in turn, receive both transaction-based and subscription-based fees in accordance with our agreement with the applicable API Provider.
Income Taxes We determined that income taxes involve critical estimates based on management’s significant judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets, including, for example, compliance with the 2017 United States Tax Cuts and Jobs Act.
For additional discussion of our critical accounting estimates, as well as our significant accounting policies , see “Note 2 - Summary of Significant Accounting Policies” to our consolidated financial statements in this report. 57 Table of contents Income Taxes We determined that income taxes involve critical estimates based on management’s significant judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets, including, for example, compliance with the 2017 United States Tax Cuts and Jobs Act.
The following table summarizes the revenue by users of the platform and the business-to-business partnerships for the years ended December 31, 2024 and 2023: Years Ended December 31, 2024 2023 Exchange aggregation - users $ 99,386 85.5 % $ 52,521 93.5 % Exchange aggregation - partnerships 7,715 6.6 - - Fiat onboarding - users 3,926 3.4 2,381 4.2 Fiat onboarding - partnerships 15 - - - Staking - users 2,284 2.0 881 1.6 Consulting - users 19 - 25 - Consulting - partnerships 1,288 1.1 282 0.5 Other - users 136 0.1 95 0.2 Other - partnerships 1,503 1.3 - - Revenues $ 116,272 100.0 % $ 56,185 100.0 % Technology, development and user support expenses increased $15.5 million, or 51%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The following table summarizes the revenue by users of the platform and the business-to-business partnerships for the years ended December 31, 2025 and 2024 : (Amounts in thousands, except percentages) December 31, 2025 December 31, 2024 Amount % of Revenues Amount % of Revenues Exchange aggregation - users $ 92,480 76.2 % $ 99,386 85.5 % Exchange aggregation - partnerships 18,225 15.0 7,715 6.6 Fiat onboarding - users 5,033 4.1 3,926 3.4 Fiat onboarding - partnerships 13 - 15 - Staking - users 4,350 3.6 2,284 2.0 Consulting - users 25 - 19 - Consulting - partnerships 885 0.7 1,288 1.1 Other - users 527 0.4 136 0.1 Other - partnerships 13 - 1,503 1.3 Total $ 121,551 100.0 % $ 116,272 100.0 % Technology, development and user support expenses increased $16.9 million , or 36.7% , for the year ended December 31, 2025 , compared to the year ended December 31, 2024 .
The increase was primarily driven by exchange aggregation revenue, which increased $54.6 million, or 104%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The increase was primarily driven by exchange aggregation revenue, which increased $3.6 million , or 3.4% , for the year ended December 31, 2025 , compared to the year ended December 31, 2024 , which was primarily attributable to volume exchange growth related to our business-to-business partner efforts .
The increase was primarily due to a $3.1 million increase in team member compensation and benefit expense as a result of increased headcount to accommodate for our increase in user base and implementing new services in the platform, a $2.9 million increase in cloud infrastructure service costs due to increased database capacity needs as a result of the continued expansion of our platform and addition of new users, a $5.7 million increase in partner fee expense related to our new business-to-business partnerships, a $0.9 million increase in software amortization expense, a $1.2 million decrease in capitalized labor. 53 General and administrative expenses increased $21.0 million, or 113%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The increase was primarily due to a $11.0 million increase in partner fee expense related to our new business-to-business partnerships, a $5.4 million increase in team member compensation and benefit expense as a result of increased salary for newly hired management positions, a $1.4 million decrease in capitalized labor and a $0.3 million increase in consulting costs as a result of the continued expansion of our platform and addition of new users, offset by a $1.7 million decrease in depreciation and amortization expense General and administrative expenses increased $26.8 million , or 67.8% , for the year ended December 31, 2025 , compared to the year ended December 31, 2024 .
The preparation of the consolidated financial statements requires management to make estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. 55 Certain of our accounting policies, as discussed below, involve a higher degree of judgment and complexity in their application and, therefore, represent the critical accounting estimates used in the preparation of our consolidated financial statements.
Certain of our accounting policies, as discussed below, involve a higher degree of judgment and complexity in their application and, therefore, represent the critical accounting estimates used in the preparation of our consolidated financial statements. If different assumptions or conditions were to prevail, the results could be materially different from our reported results.
Material Characteristics of the Digital Assets Material to our Business by Revenue Bitcoin: Bitcoin is a digital asset that can be transferred among participants on the Bitcoin network on a peer-to-peer basis. Bitcoin is primarily used to pay for goods and services and is generally considered a substitute for gold, cash or forms of electronic payment.
Bitcoin is primarily used to pay for goods and services and is generally considered a substitute for gold, cash or forms of electronic payment.
A growing MAUs measurement over time indicates that interest in the Exodus Platform is increasing. Management views increasing interest in the Exodus Platform over time as a key indicator of increasing revenue, especially for MAUs outside of the United States as the likelihood of revenue generating transactions increases as user interest increases.
Management views increasing interest in the Exodus Platform over time as a key indicator of increasing revenue, especially for MAUs outside of the United States as the likelihood of revenue generating transactions increases as user interest increases. 53 Table of contents MAUs were 1.5 million and 2.3 million as of December 31, 2025 and 2024 , respectively, reflecting a year over year decrease of 0.8 million , or 35% .
This was primarily driven by cash used for the repurchase of shares of our common stock to pay employee withholding taxes as a part of our 2019 and 2021 Plan.
Net Cash Used In Financing Activities Net cash used in financing activities increased by $9.7 million for the year ended December 31, 2025 , as compared with the year ended December 31, 2024 . This was primarily driven by cash used for the repurchase of shares of our common stock to pay employee withholding taxes.
Income tax expense was $17.9 million for the year ended December 31, 2024 compared to a benefit of $1.9 million for the year ended December 31, 2023. The effective tax rate during 2024 was 13.6% compared to (17.3)% in 2023.
Income tax benefit was $9.3 million for the year ended December 31, 2025 , compared to an income tax expense of $17.9 million for the year ended December 31, 2024 . In 2025 and 2024, state and local income taxes in California and Nebraska comprise the majority of the domestic state and local income taxes, net of federal tax.
Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Years Ended December 31, 2024 2023 Change Net cash (used in) provided by operating activities $ (12,042 ) $ 692 $ (12,734 ) Net cash provided by (used in) investing activities $ 43,887 $ (9,128 ) $ 53,015 Net cash used in financing activities $ (5,338 ) $ (682 ) $ (4,656 ) Net Cash (Used In) Provided By Operating Activities Net cash used in operating activities increased from December 31, 2023 to December 31, 2024 by $12.7 million.
Cash Flows The following table summarizes our cash flows for the periods indicated: (in thousands) December 31, 2025 December 31, 2024 $ Change Net cash used in operating activities $ (25,561) $ (12,042) $ (13,519) Net cash provided by investing activities $ 7,657 $ 43,887 $ (36,230) Net cash used in financing activities $ (15,041) $ (5,338) $ (9,703) Net (decrease) increase in cash and cash equivalents $ (32,945) $ 26,507 $ (59,452) Net Cash Used In Operating Activities Net cash used in operating activities increased by $13.5 million for the year ended December 31, 2025 , as compared with the year ended December 31, 2024 .
The digital asset holdings as of December 31, 2024 and 2023 were (in thousands, except units): Units Cost Basis Fair Value As of December 31, 2024 Bitcoin 1,941 $ 69,707 $ 181,238 Ether 2,655 4,967 8,847 Other 10,036,242 7,882 6,274 Digital assets $ 82,556 $ 196,359 Units Carrying Value Fair value As of December 31, 2023 Bitcoin 1,787 $ 32,262 $ 75,050 Ether 2,538 2,022 5,739 Other 4,625,187 726 2,443 Digital assets $ 35,010 $ 83,232 The liquid asset holdings as of December 31, 2024 and 2023 were (in thousands): Carrying Value Quoted Prices Level 1 Significant Other Observable Inputs Level 2 Unobservable Inputs Level 3 As of December 31, 2024 Cash and cash equivalents $ 37,883 $ 37,883 $ - $ - USDC 12 12 - - Treasury bills 30,490 30,490 - - Total liquid assets $ 68,385 As of December 31, 2023 Cash and cash equivalents $ 11,376 $ 11,376 $ - $ - USDC 517 517 - - Treasury bills 43,151 43,151 - - Total liquid assets $ 55,044 Material Capital Commitments Exodus currently has no material commitments for capital expenditures.
Total Digital Assets and Liquid Assets The following tables show the Company’s holdings of digital assets and cash and cash equivalents (including treasury bills with a maturity date of less than three months), USDC, and treasury bills with a maturity date of greater than three months. 56 Table of contents The digital asset holdings as of December 31, 2025 and 2024 were: (in thousands, except units) December 31, 2025 Units Cost Basis Fair Value Bitcoin 1,704 $ 53,449 $ 149,164 Ether 1,898 3,476 5,633 Solana 12,473 2,385 1,552 Other 172,189,617 102 98 Digital assets $ 59,412 $ 156,447 (in thousands, except units) December 31, 2024 Units Cost Basis Fair value Bitcoin 1,941 $ 69,707 $ 181,238 Ether 2,655 4,967 8,847 Solana 24,472 2,241 4,628 Other 10,011,770 5,641 1,646 Digital assets $ 82,556 $ 196,359 The liquid asset holdings as of December 31, 2025 and 2024 were: (in thousands) Carrying Value Quoted Prices Level 1 Significant Other Observable Inputs Level 2 Unobservable Inputs Level 3 As of December 31, 2025 Cash and cash equivalents $ 4,938 $ 4,938 $ — $ — USDC 222 222 — — Total liquid assets $ 5,160 As of December 31, 2024 Cash and cash equivalents $ 37,883 $ 37,883 $ — $ — USDC 12 12 — — Treasury bills 30,490 30,490 — — Total liquid assets $ 68,385 Material Capital Commitments Exodus currently has no material commitments for capital expenditures.
We continue to evaluate our marketing strategy, and in the future, may decide to refocus the current strategy, to a more competitive approach, which would be expected to further increase marketing-related expenses. Monthly Active Users To measure user activity, we primarily rely on the number of MAUs of our Exodus Platform.
We continue to evaluate our marketing strategy, and in the future, may decide to refocus the current strategy to a more competitive approach, which would be expected to substantially increase marketing-related expenses. Changes in tax laws – We operate in various jurisdictions and are subject to changes in applicable tax laws, treaties or regulations in those jurisdictions.
The primary drivers of the change were higher net gains on digital assets of $94.7 million, an increase of $34.9 million in operating activities settled in digital assets and USDC, and an increase of $6.6 million in working capital, partially offset by a change in net income of $100.2 million and $23.1 million in increases from deferred tax expense.
The primary drivers of the increase were a change in losses on digital assets of $115.0 million , a decrease of $13.3 million in operating activities settled in digital assets and USDC, an increase of $7.0 million to share-based compensation, an increase of $2.0 million in expense associated with the issuance of warrants, partially offset by a change in net loss of $124.3 million and deferred tax benefit of $27.7 million .
We anticipate increased cloud infrastructure expenses as the platform continues to grow due to increased database capacity and new users. Investment in human capital - Costs related to investment in human capital (including recruiting costs, salary, incentive and compensation costs) increased $7.7 million for the year ended December 31, 2024, compared to the prior year.
We anticipate increased cloud infrastructure expenses as the platform continues to grow due to increased database capacity and new users .
Additionally, revenue from the remaining products (fiat onboarding, staking, consulting, and other) increased $5.5 million, or 150%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Revenues increased $5.3 million , or 4.5% , for the year ended December 31, 2025 , compared to the year ended December 31, 2024 .
For the year ended December 31, 2023, the change from the effective rate was primarily due to increases related to stock-based compensation and digital asset acquisition costs offset by a decrease related to the net tax benefit from U.S. Foreign Derived Intangible Income permanent tax benefit and change in valuation allowance.
The effective tax rate during 2025 was 45.0% compared to 13.6% in 2024 . For the year ended December 31, 2025 , the change from the statutory tax rate to the effective rate was primarily due to a benefit related to stock option exercises net of non-deductible executive compensation, U.S.
The primary drivers of the increase in operating activities settled in digital assets and USDC included an increase to revenue of $54.1 million related to increased transaction volume partially offset by $22.8 million of conversion of digital assets and USDC to cash for use in operational expenses.
The primary drivers of the decrease in operating activities settled in digital assets and USDC included an increase in revenues of $11.3 million and a decrease in currency translation adjustments of $2.1 million , offset by a $20.7 million increase in expenses and a decrease in accounts receivable and other current assets of $6.8 million .
XO Swap – delivers our Exchange Aggregator technology to partner companies. Revenues generated from our business-to-business partnerships during 2024 grew from 2% of our revenue in the first quarter of 2024 to over 12% of revenue in the fourth quarter of 2024.
Partnership Strategy We collectively refer to our XO Swap and Passkeys product offerings as business-to-business partnerships. XO Swap – delivers our Exchange Aggregator technology to partner companies. Revenues generated from our business-to- business partnerships increased from 9% of total revenue in fiscal year 2024 to 16% of total re venue in fiscal year 2025 .
To that end, we have incurred transaction-related expenses already in early 2025 and expect that trend to continue in the near term. Known Trends and Uncertainties Cloud based infrastructure expense – Cloud infrastructure expenses increased by $2.9 million for the year ended December 31, 2024, compared to the prior year.
To that end, we have incurred transaction-related expenses during 2025 and expect that trend to continue in the near term. Known Trends and Uncertainties Stablecoins - We expect stablecoin adoption will increase globally as cryptocurrencies become more widely used in the future.
Business – Our Industry.” These digital assets are generally available in all jurisdictions in which the Exodus Platform is available. See “Note 3—Revenue Recognition” to our consolidated financial statements included in this Annual Report on Form 10-K.
(2) No other individual jurisdiction accounted for more than 10% of exchange aggregation revenue in each respective period. For more information regarding the characteristics of digital assets, see “Item 1. Business – Our Industry.” These digital assets are generally available in all jurisdictions in which the Exodus Platform is available.
However, during any given period, we cannot be certain that our MAU growth efforts will be effective or that interest in digital assets will remain or continue to increase. 52 Results of Operations Results of operations for the years ended December 31, 2024 and 2023 (in thousands, except percentages): Year Ended December 31, 2024 Year Ended December 31, 2023 $ Change % Change REVENUES $ 116,272 $ 56,185 $ 60,087 107 EXPENSES (INCOME) Technology, development, and user support 46,033 30,517 15,516 51 General and administrative 39,506 18,505 21,001 113 Gain on digital assets, net (96,111 ) (1,431 ) (94,680 ) 6,616 Impairment on assets 336 207 129 62 Staking and other income (1,244 ) (72 ) (1,172 ) 1,628 Other loss (gain) 209 (248 ) 457 (184 ) Interest income (3,315 ) (2,174 ) (1,141 ) 52 Income before income taxes 130,858 10,881 119,977 1,103 INCOME TAX (EXPENSE) BENEFIT (17,900 ) 1,905 (19,805 ) (1,040 ) NET INCOME $ 112,958 $ 12,786 $ 100,172 783 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment 725 (783 ) 1,508 (193 ) COMPREHENSIVE INCOME $ 113,683 $ 12,003 $ 101,680 847 Revenues increased $60.1 million, or 107%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Results of Operations The following table presents our consolidated results of operations for December 31, 2025 and 2024 : (in thousands, except percentages) December 31, 2025 December 31, 2024 $ Change % Change REVENUES $ 121,551 $ 116,272 $ 5,279 4.5% EXPENSES (INCOME) Technology, development and user support 62,930 46,033 16,897 36.7% General and administrative 66,283 39,506 26,777 67.8% Loss (gain) on digital assets, net 18,892 (96,111) 115,003 (119.7)% Gain on sale of future token interests (2,000) — (2,000) * Impairment on other assets 179 336 (157) (46.7)% Staking and other income (271) (1,244) 973 (78.2)% Other loss, net 512 209 303 145.0% Interest income (4,892) (3,315) (1,577) 47.6% Interest expense 570 — 570 * (Loss) income before income taxes (20,652) 130,858 (151,510) (115.8)% INCOME TAX EXPENSE 9,299 (17,900) 27,199 (151.9)% NET (LOSS) INCOME $ (11,353) $ 112,958 $ (124,311) (110.1)% OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation adjustment (1,372) 725 (2,097) (289.2)% COMPREHENSIVE (LOSS) INCOME $ (12,725) $ 113,683 $ (126,408) (111.2)% * Percentage variances not considered meaningful.
Removed
Similar to other stablecoins, USDC is subject to risk and price fluctuations. 49 The following table shows revenue earned from our API Providers in relation to our primary revenue driver, exchange aggregation, involving the digital assets shown in the table above, disaggregated by geography (based on the addresses of the Company’s API Providers).
Added
Similar to other stablecoins, USDC is subject to risk and price fluctuations.
Removed
Revenue for the Years Ended December 31, (in thousands) 2024 2023 BTC Republic of the Marshall Islands $ 13,801 $ 7,545 Hong Kong 9,235 3,285 British Virgin Islands 3,461 2,594 Seychelles 5,563 2,511 Other (1) 1,432 180 Total $ 33,492 $ 16,115 Tether Republic of the Marshall Islands $ 7,889 $ 3,773 Hong Kong 5,485 3,171 British Virgin Islands 3,477 2,176 Seychelles 3,469 2,196 Other (1) 870 176 Total $ 21,190 $ 11,492 Ether Republic of the Marshall Islands $ 4,355 $ 1,976 Hong Kong 1,679 1,686 British Virgin Islands 3,926 2,331 Seychelles 2,331 869 Other (1) 707 66 Total $ 12,998 $ 6,928 USDC Republic of the Marshall Islands $ 861 $ 611 Hong Kong 733 467 British Virgin Islands 1,044 960 Seychelles 960 649 Other (1) 241 73 Total $ 3,839 $ 2,760 Other Digital Assets Republic of the Marshall Islands $ 7,703 $ 3,907 Hong Kong 7,608 2,983 British Virgin Islands 9,819 3,120 Seychelles 7,621 4,296 Other (1) 2,831 920 Total $ 35,582 $ 15,226 All Digital Assets Republic of the Marshall Islands $ 34,609 $ 17,812 Hong Kong 24,740 11,592 British Virgin Islands 21,727 11,181 Seychelles 19,944 10,521 Other (1) 6,081 1,415 Total $ 107,101 $ 52,521 (1) No other individual jurisdiction accounted for more than 10% of exchange aggregation revenue in each respective year. 50 For more information regarding the characteristics of digital assets, see “Item 1.
Added
The following table shows revenue earned from our API Providers in relation to our primary revenue driver, exchange aggregation, involving the digital assets shown in the table above, disaggregated by geography (based o n the addresses of the C ompany’s API Providers): (in thousands) December 31, 2025 December 31, 2024 Bitcoin Republic of the Marshall Islands $ 11,675 $ 13,801 Hong Kong 5,557 9,235 British Virgin Islands 5,829 3,461 Seychelles 3,424 5,563 Saint Vincent and Grenadines (1) 6,686 1,400 Other (2) 34 32 Total $ 33,205 $ 33,492 Tether Republic of the Marshall Islands $ 2,648 $ 7,889 Hong Kong 2,225 5,485 British Virgin Islands 2,357 3,477 Seychelles 1,446 3,469 Saint Vincent and Grenadines (1) 494 613 Other (2) 898 257 Total $ 10,068 $ 21,190 Ether Republic of the Marshall Islands $ 3,716 $ 4,355 49 Table of contents Hong Kong 2,770 1,679 British Virgin Islands 1,998 3,926 Seychelles 1,454 2,331 Saint Vincent and Grenadines (1) 796 453 Other (2) 1,659 254 Total $ 12,393 $ 12,998 Solana Republic of the Marshall Islands $ 1,496 $ 1,919 Hong Kong 935 1,225 British Virgin Islands 2,374 1,563 Seychelles 803 1,567 Saint Vincent and Grenadines (1) 286 298 Other (2) 4 6 Total $ 5,898 $ 6,578 USDC Republic of the Marshall Islands $ 1,400 $ 861 Hong Kong 1,335 733 British Virgin Islands 952 1,044 Seychelles 818 960 Saint Vincent and Grenadines (1) 372 176 Other (2) 510 65 Total $ 5,387 $ 3,839 Other Digital Assets Republic of the Marshall Islands $ 10,459 $ 5,784 Hong Kong 14,107 6,383 British Virgin Islands 8,678 8,256 Seychelles 5,896 6,054 Saint Vincent and Grenadines (1) 4,091 2,158 Other (2) 523 369 Total $ 43,754 $ 29,004 All Digital Assets Republic of the Marshall Islands $ 31,394 $ 34,609 Hong Kong 26,929 24,740 British Virgin Islands 22,188 21,727 Seychelles 13,841 19,944 Saint Vincent and Grenadines (1) 12,725 5,098 Other (2) 3,628 983 Total $ 110,705 $ 107,101 (1) Saint Vincent and Grenadines did not have over 10% of revenue during the fiscal year 2024, prior year balances provided for comparability purposes.
Removed
Exodus Platform User Growth and Marketing For the year ended December 31, 2024, we saw our monthly active users ("MAUs") increase 64% year over year to 2.3 million MAUs. Marketing spend increased to $4.8 million which was an increase of $4.7 million versus 2023. Partnership Strategy We collectively refer to our XO Swap and Passkeys product offerings as business-to-business partnerships.
Added
Exodus Pay On December 9, 2025, Exodus announced the planned launch of Exodus Pay, a self-custodial platform integrated directly into the Exodus app.
Removed
Acquisitions Exodus did not acquire any companies in 2024. However, we have identified a pipeline of potential targets.
Added
Exodus Pay connects users directly with industry-leading third-party service providers to allow users to spend digital assets through a virtual card or Apple Pay, send digital dollars or stablecoins to peers, and earn rewards, all while maintaining control of their assets.
Removed
MAUs were 2.3 million and 1.4 million as of December 31, 2024 and 2023, respectively, reflecting a year over year increase of 0.9 million, or 64%. We believe this increase in MAUs was primarily attributable to a positive movement in consumer-related sentiment related to the cryptocurrency markets, leading to higher prices and increased trading activity.
Added
This launch, anticipated for early 2026, is the first step in Exodus’ evolution from a self-custodial digital asset wallet into a single app for holding, spending, and transferring digital dollars, without compromising self-custody.
Removed
The revenue growth from all sources for the year ended December 31, 2024, was primarily attributable to user growth, including as a result of higher retention and reactivation rates (as discussed under “Monthly Active Users” above) and, for exchange aggregation, fiat onboarding, consulting and other growth related to our business-to-business partner efforts.
Added
Tokenization of Class A Shares On October 20, 2025, the Company announced its shareholders may choose to hold their Exodus Class A shares with common stock tokens on the Solana blockchain, enabled through co-transfer agent Superstate. 51 Table of contents Gratitud Interna Ltd.
Removed
Net Cash Provided By (Used In) Investing Activities Net cash provided by investing activities increased from December 31, 2023 to December 31, 2024 by $53.0 million.
Added
On November 10, 2025, we acquired substantially all of the assets of Gratitud Interna Ltd., a Latin American crypto payments platform. This asset purchase expanded our payments capabilities by adding technology in development, an assembled workforce, and a trade name supporting crypto-based merchant transactions in the Latin America market.
Removed
The increases were related to $32.2 million of digital assets sold for cash and $24.0 million of net change in treasury bills investments and redemptions, partially offset by purchases of $2.5 million of digital assets. 54 Net Cash Used In Financing Activities Net cash used in financing activities increased from December 31, 2023 to December 31, 2024 by $4.7 million.
Added
Master Digital Currency Loan Agreement On November 17, 2025, the Company incurred indebtedness in the principal amount of $60.0 million ("November 2025 Loan") pursuant to a loan term sheet executed under its Master Digital Currency Loan Agreement with Galaxy Digital LLC. As of December 31, 2025, the November 2025 Loan has been fully repaid.
Removed
Total Digital Assets and Liquid Assets The following tables show the Company’s holdings of digital assets and cash and cash equivalents (including treasury bills with a maturity date of less than three months), USDC, and treasury bills with a maturity date of greater than three months.
Added
Stock Purchase Agreement On November 24, 2025, 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.
Removed
If different assumptions or conditions were to prevail, the results could be materially different from our reported results. For additional discussion of our critical accounting estimates, as well as our significant accounting policies , see “Note 2—Summary of Significant Accounting Policies” to our consolidated financial statements in this report.
Added
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 Business-to-Business-to-Consumer digital asset services.
Added
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. If completed, the acquisition is expected to enhance our payments infrastructure and support the continued development of regulated fiat and crypto financial services.
Added
User adoption of cryptocurrency networks for payments, or lack thereof, as well as worldwide government regulation, both friendly and adversarial, have and will continue to influence global stablecoin usage. Stablecoins will not function without a digital asset wallet. The Company’s wallet supports a wide variety of stablecoins, including the largest coins such as Tether’s USDT and Circle’s USDC.
Added
Additionally, by supporting over 40 different networks, including large networks like Ethereum, Solana, and Tron, we believe Exodus is positioned to natively support stablecoins wherever current and future use cases emerge.
Added
Furthermore, Exodus’ XO Swap product already provides the Company’s partners a solution for swapping between stablecoins and between blockchains. 52 Table of contents Cloud based infrastructure expense – Cloud infrastructure expenses were $7.8 million , an increase of $0.1 million for the year ended December 31, 2025 , compared to the prior year.
Added
Investment in human capital - Costs related to investment in human capital (including recruiting costs, salary, incentive and compensation costs) were $55.6 million , an increase of $10.4 million for the year ended December 31, 2025 , compared to the prior year.
Added
A material change in the tax laws, treaties or regulations, or their interpretation, of any jurisdiction with which we do business, or in which we have significant operations, could adversely affect us.
Added
For example, the new Pillar 2 approach, which came into effect in 2023 in certain jurisdictions, will establish a global minimum tax rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax.
Added
While many aspects of the application of Pillar 2 remain to be clarified, including how the jurisdictions in which we operate, and those in which we and our subsidiaries are based, choose to implement the Organization for Economic Cooperation and Development’s approach in their tax treaties and domestic tax laws, we do not expect Pillar 2 to apply in 2025.
Added
On July 4, 2025, the "One Big Beautiful Bill Act" (P.L. 119‑21) was enacted into law. The legislation reinstates and extends several provisions of the 2017 Tax Cuts and Jobs Act, including permanent 100% bonus depreciation, enhanced Section 179 expensing, full R&D expense deduction for domestic expenditures and modification to the international tax framework.
Added
The primary impact of the legislation is the acceleration of deductions related to research and development costs incurred in the U.S. which did not have a material impact on the Company’s effective tax rate during the year ended December 31, 2025 .
Added
Growth Initiative and Transaction-Related Expenses During the year ended December 31, 2025 , the Company incurred $8.3 million i n expenses associated with the evaluation and negotiation of, and travel due to, prospective business acquisitions. The Company expects to continue evaluating potential acquisition opportunities during 2026, which may result in additional transaction-related expenses.
Added
These expenses primarily include legal and advisory costs and are recorded within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive (loss) income. There were no growth initiative expenses in the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+2 added−2 removed9 unchanged
The market price of Bitcoin is impacted by a variety of factors and is determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. The digital asset industry has previously been negatively impacted by market price volatility. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of Bitcoin.
The market price of Bitcoin is impacted by a variety of factors and is determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. The digital asset industry has been negatively impacted by market price volatility. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of Bitcoin.
If an adverse 10% foreign currency exchange rate change was applied to total monetary assets, liabilities, and commitments denominated in currencies other than the functional currencies at the balance sheet date, it would not have a material impact on our financial results.
If an adverse 10% foreign currency exchange rate change was applied to total monetary assets, liabilities, and commitments denominated in currencies other than the functional currencies at the balance sheet date, it would not have resulted in a material impact on our financial results.
Our investment policy and strategy related to our cash, cash equivalents, and treasury bills is to preserve capital and meet liquidity requirements without increasing risk. Our cash and cash equivalents consist of money market funds denominated in 56 U.S. dollars, cash deposits, and treasury bills acquired with less than three months to maturity.
Our investment policy and strategy related to our cash, cash equivalents, and treasury bills is to preserve capital and meet liquidity requirements without increasing risk. Our cash and cash equivalents consist of money market funds denominated in U.S. dollars, cash deposits, and treasury bills acquired with less than three months to maturity.
If the value of our digital assets declines, or if we experience difficulties converting our digital assets to U.S. dollars, we may not have sufficient liquidity to satisfy our liabilities, expenses and costs as they become due, which may negatively affect our business operations and financial condition.
If the value of our digital assets decline, or if we experience difficulties converting our digital assets to U.S. dollars, we may not have sufficient liquidity to satisfy our liabilities, expenses and costs as they become due, which may negatively affect our business operations and financial condition.
Item 7A. Quantitativ e and Qualitative Disclosures About Market Risk. Market price risk of digital assets A large portion of our revenue generated from API providers is received in Bitcoin.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market price risk of digital assets A large portion of our revenue generated from API providers is received in Bitcoin.
Treasury bills with maturities of approximately six months or less. We had no outstanding debt subject to interest rate risk as of December 31, 2024, and, consequently, we do not currently expect to be exposed to fluctuations in interest rates for the foreseeable future.
Treasury bills with maturities of six months or less . We had no outstanding debt or U.S. Treasury bills subject to interest rate risk as of December 31, 2025 , and consequently, we do not currently expect to be exposed to fluctuations in interest rates for the foreseeable future.
We recognized gains on translation adjustments, net of tax, of $0.7 million for the year ended December 31, 2024, compared to a loss on translation adjustments, net of tax, of $0.8 million for the year ended December 31, 2023, in the consolidated statements of operations and comprehensive income.
We recognized losses on translation adjustments, net of tax, of $1.4 million for the year ended December 31, 2025 , compared to gains on translation adjustments, net of tax, of $0.7 million for the year ended December 31, 2024 , in the consolidated statements of operations and comprehensive (loss) income.
We recognized net foreign currency loss of $1.1 million and gain of $1.0 million for the years ended December 31, 2024 and 2023, respectively, in general and administrative expense, net in the consolidated statements of operations and comprehensive income.
We recognized net foreign currency gains of $1.9 million and losses of $1.1 million for the years ended December 31, 2025 and 2024 , respectively, in general and administrative expense in the consolidated statements of operations and comprehensive (loss) income.
A hypothetical 100 basis points increase or decrease in average interest rates applied to our daily balances held as of December 31, 2024 and 2023, would have resulted in a $0.7 million and $0.5 million increase or decrease, respectively, in interest earned on cash, cash equivalents, and treasury bills.
A hypothetical 100 basis points increase or decrease in average interest rates applied to our daily balances held as of December 31, 2025 would not have resulted in material impact on our financial results, whereas the same change applied to our daily balances held as of December 31, 2024, would have resulted in a $0.7 million increase or decrease, respectively, in interest earned on cash, cash equivalents, and treasury bills.
As of December 31, 2024 and 2023, a 10% increase or decrease on foreign currency exchange rates for translation purposes would not have a material impact on our financial results. 57 PART II—OTHE R INFORMATION
As of December 31, 2025 and 2024 , a 10% increase or decrease on foreign currency exchange rates for translation purposes would not have resulted in a material impact on our financial results. 59 Table of contents PART II—OTHER INFORMATION
A hypothetical 10% increase or decrease in the digital assets held would have resulted in a change to the fair value of $19.6 million and $8.3 million as of December 31, 2024 and 2023, respectively. Interest rate risk Our exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents and U.S.
A hypothetical 10% increase or decrease in the digital assets held would have resulted in a change to the fair value of $15.6 million and $19.6 million as of December 31, 2025 and 2024 , respectively.
Removed
The Federal Reserve has increased the Federal Funds Rate over 500 basis points since March 31, 2021 to control current levels of inflation and as of December 31, 2024, the Federal Funds Rate was 4.33%. A decrease in interest rates is possible.
Added
I n terest rate risk The Company is exposed to interest rate risk primarily through its notes receivable, which bears interest at a fixed rate. Due to the interest rate on the notes receivable being fixed, changes in market interest rates do not affect the amount of interest income earned over the life of the receivable.
Removed
A hypothetical 500 basis points increase or decrease in average interest rates applied to our daily balances held as of December 31, 2024 and 2023, which hypothetical basis point increase corresponds closely to the increase of the Federal Funds Rate since early 2021, would have resulted in a $3.4 million and $2.7 million increase or decrease, respectively, in interest earned on cash, cash equivalents, and treasury bills.
Added
However, fluctuations in market interest rates may affect the fair value of the 58 Table of contents receivable. The Company does not currently use derivative financial instruments to manage interest rate risk related to this receivable. Additionally, the Company's exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents and U.S.