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Risk Factors - EXOD
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Item 1A. Risk Factors – Risks Related to Ownership of Our Class
Our cybersecurity program is designed to protect our information, and that of our customers, against cybersecurity threats 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 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 .He has extensive cybersecurity knowledge 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 
A Common Stock - We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions
from certain corporate governance requirements.”
Gratitud Interna Ltd.
On November 10, 2025, we acquired substantially all of the assets of Gratitud Interna Ltd., a Latin American crypto
payments platform. The purchase price was $2.7 million, of which $1.5 million, excluding transaction costs, was paid in
cash and $1.2 million was delivered in newly issued Class A shares. 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.
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W3C Corp. ("W3C")
On November 24, 2025, the Company entered into a Stock Purchase Agreement to acquire 100% of the outstanding equity
interests of W3C and its subsidiaries for aggregate cash consideration of approximately $175 million, subject to customary
adjustments. W3C and its subsidiaries include Monavate Holdings Ltd. and its subsidiaries (collectively, “Monavate”) and
Baanx.com Ltd.com. and Baanx US Corp (collectively, “Baanx”). Monavate is a global leader in payment solutions for
Financial Technology (“FinTech”), Web3 and global enterprises, and Baanx is a leading provider of non-custodial cards
and Business-to-Business-to-Consumer digital asset services. Upon the closing of the acquisition, we plan to enter the
arena of on-chain payments to become one of the few self-custodial wallets to control the end-to-end payments experience,
from wallets to cards. The transaction is expected to close in 2026.
Our Industry
We operate in the FinTech subsector of the greater blockchain and digital asset industry. 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. These record books
are “decentralized” in that they are copied and stored across a network of computers around the world.
For example, the Ethereum Blockchain is a distributed public blockchain network focused on running the programming
code of decentralized applications. These decentralized applications use self-executing contracts, also known as smart
contracts, to seamlessly facilitate activities on the Ethereum Blockchain. The smart contracts on the Ethereum Blockchain
are powered by Ether, the Ethereum Blockchain’s native digital asset, which is also traded as a cryptocurrency.
Accessing multiple blockchains and decentralized applications typically requires downloading complicated software
specific to each blockchain and requires configuration decisions executed by technically skilled specialists. Methods of
storing and leveraging digital assets are fragmented across multiple platforms compared to a traditional single hub. As a
result, blockchain technology has a reputation of being difficult to access and use, and many of the current options for
managing digital assets do not provide integrated or seamless solutions. Exodus and the API Providers Exodus contracts
with allow users to access multiple blockchains through the API Providers’ platform.
Digital Assets—Digital assets include assets that are digitally represented on the blockchain such as tokens, non-fungible
tokens (“NFTs”) and cryptocurrencies.
Cryptocurrency—A cryptocurrency is a type of digital asset that exists on a particular blockchain and can be moved from
one party to another party on that blockchain. On the Exodus Platform, cryptocurrency is held directly by its owners and is
immediately transferable, subject to applicable jurisdictional law.
There are five primary categories of cryptocurrency:
1.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. Merchants have begun to accept these types of cryptocurrencies as payment, although overall adoption
for retail and commercial services is currently limited and the cryptocurrency is often converted to a fiat
currency, such as the U.S. dollar, immediately upon acceptance by the merchant. Examples of store of value and
payment cryptocurrencies are Bitcoin and Litecoin;
2.Cryptocurrencies that are part of blockchain economies: Cryptocurrencies that comprise part of a blockchain
economy or blockchain platform and typically have more functionality than a payment currency. Blockchain
economies or platforms permit the use of the cryptocurrency to create other digital assets or tokens, run
decentralized applications on the blockchain platform, and build various types of functionality and features on
the blockchain platform. Examples of cryptocurrencies that are part of blockchain economies include Ether
(“ETH”), EOS and TRON;
3.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. In addition, the balance of a privacy coin wallet is known only to the
owner of the wallet and cannot be viewed on the public blockchain record. An example of a privacy coin is
Monero. While privacy coins may be beneficial to some, for example, individuals making donations that involve
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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
Our Business – 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.”;
4.Utility Tokens: Utility tokens are digital tokens run on a blockchain platform that are used solely to “pay for” or
“power” products or services on that specific platform. Examples of utility tokens include Golem and Basic
Attention Token; and
5.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. While stablecoins are meant to
maintain a stable value, stablecoins are not risk-free and are not immune to fluctuations in price. A range of
factors may cause stablecoins to depeg from the pegged value, including supply and demand, market volatility,
market confidence and adoption, liquidity risk and technology risk. 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. Each cryptocurrency is stored on a particular blockchain. The blockchain used by each cryptocurrency keeps a record of
the blockchain address and the amount of cryptocurrency held at a particular address. A private key is required to access
the cryptocurrency held at any single address.
Private and Public Keys—Digital asset “keys” enable users to manage digital assets on the blockchain. All transactions
occurring on the blockchain are available for anyone to see. There are two types of keys: public keys and private keys.
Transactions are identified publicly by the participants’ public keys, and participants use their private keys to verify their
identity as the rightful owner of the assets associated with their public keys.
•Public keys: A public key is an address that can be used to send and receive digital assets – it is analogous to
an email address. Public keys identify a particular blockchain address, but do not enable that address to be
unlocked. Instead, public keys act like a mailing address. If you want to receive a digital asset, you must
provide the other party with a public key.
•Private keys: A private key is a code that allows the owner to access digital assets located at a particular
blockchain and manage the digital assets associated with the public key – it is analogous to a password. If the
holder of the digital assets loses or shares a private key, the holder’s digital assets are at risk.
Key Management Solutions: Custodial vs. Key Management Solutions: Custodial vs. Self-Custodial—The person or entity that holds the private key for a public
wallet address controls the assets stored in that wallet. 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. Custodial key management solutions
become custodians of their users’ digital assets and in that respect are extremely similar to centralized banks.
Self-custodial key management is a solution in which a person or entity generates and secures their own private keys, using
software or other means, and administers all digital assets that are sent to the address tied to those private keys. Self-
custodial key management solutions are not custodians of digital assets in their users’ wallet, but are merely repositories for
the digital assets, similar to the way a physical safe or leather wallet provides a means for people to secure their own
wealth. Users are solely responsible for securing the digital assets and the associated cryptographic key information and
protecting them from loss, theft or other misuse. See “Item 1A. Risk Factors – Risks to Our Business – 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.”
While the majority of people use custodial key management solutions, we believe that custodial key management solutions
serve merely as a temporary bridge between traditional institutionalized financial systems and the financial freedom offered
by complete self-custodial control over one’s digital 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
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typically subject to regulations that provides governmental entities with the ability to freeze or take control of a customer’s
bank assets.
Self-custodial holding of digital assets offers consumers a payment option that does not rely on the traditional banking
system. We believe that as more people begin to hold digital assets, they will look for new ways to interact with their
digital assets. We believe that digital assets have significant advantages over traditional fiat currency, particularly when
used on self-custodial platforms. Unlike fiat currency held in traditional banks, digital assets on self-custodial platforms are
designed to be available without limited operating hours, restrictions on when markets open and close, or bank holidays.
Digital assets can also be transferred in real time, as the underlying technology is designed to avoid lengthy settlement
periods, and often with no or low fees. However, transfer fees and settlement times can vary depending on various factors,
such as network congestion. If transactions are successfully completed, digital assets will always end up at the wallet
address to which they are sent with a proof of receipt forever etched in the blockchain, which functions as a public ledger.
Most importantly, holders of digital assets that are self-custodial maintain full control of their digital assets. Users of self-
custodial systems do not need to rely on any bank or custodian entity to provide access to their own assets.
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. 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.” There are two recognized categories of wallets: hot wallets and cold wallets. Hot wallets are connected to the internet in
some way and typically reside on a website, desktop or inside a mobile phone, with the holder’s private keys stored
digitally. Typing one’s private key into a hot wallet will “unlock” the digital assets stored at the address identified by the
private key so the user can then access the digital assets. Cold wallets are physical devices, not connected to the internet,
that store the holder’s private keys. Generally, digital assets stored in hot wallets are more easily accessible; however,
access to the internet means that the user must maintain effective internet security practices to protect their wallet. 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. For example, the private key that our users
must enter to utilize the digital assets in their wallets on the Exodus Platform is an alphanumeric code with hundreds of
digits, which, if lost, renders the assets in the wallets lost. In addition, many other wallets do not cover a sufficiently wide
variety of digital assets, thereby requiring customers to maintain different wallets for different digital assets. Wallets that
provide services like exchanging one digital asset for another can often be challenging to use. More importantly, many of
these wallets are operated by centralized exchanges, where the company managing the wallet’s technology also controls the
private keys. This means the wallet provider ultimately has control over the digital assets linked to those keys.
In recent years, the U.S. 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.
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. 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. 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. 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.”
Our Products and Services
Exodus has developed proprietary software, the Exodus Platform. 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 Exodus Platform currently supports
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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. 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. When signing up for an account on the Exodus Platform, among other requirements, users
must certify that they are at least 18 years of age (if a natural person), agree to our Terms of Service, and have read our
privacy policy.
Products Offered Directly on the Exodus Platform
The products we offer directly through the Exodus Platform include storing, sending, and receiving digital assets through
the wallet functionality. Our users are able to send digital assets by inputting a public blockchain address and an amount to
transfer and are able to receive digital assets by providing the sending party with the users’ own public blockchain address.
The Company’s involvement in these transfers is generally limited to providing a visual interface to access the blockchain.
We do not take possession of the user’s assets and have no access to the user’s public or private keys. Instead, we apply a
streamlined interface to the services provided by third-party API Providers. Exodus and our wholly-owned Swiss
subsidiary, Proper Trust AG, enter into API agreements with these third-party providers that serve both U.S. and non-U.S.
users. We have five international subsidiaries: Proper Trust AG, XO Italia S.R.L., Osmium Canada LTD, Osmium Europe
B.V. and Osmium AU PTY LTD. Osmium Europe B.V. handles all European fiat onboarding agreements. to handle European fiat onboarding agreements.
We also provide consulting services, such as wallet design, and other services, such as Web3 browser functionality and
access to decentralized applications. 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. When determining whether the Exodus Platform will support a network fork, we evaluate various metrics,
including feedback from our users and our API Providers, social engagement, and the projected overall market demand for
the fork. Exodus informs users as soon as practical after it becomes aware of future supported forks through knowledge
base articles and/or messaging within the Exodus Platform itself. In the event Exodus does not support a fork, a user can
access the unsupported fork by using a competitor’s wallet platform that does support the fork by importing their private
key or mnemonic seed phrase into that competitor’s wallet. Exodus does not currently inform users of airdrops and
currently has no plans to do so in the foreseeable future.
Pricing Information Offered Directly on the Exodus Platform
The Exodus Platform provides users with information on digital asset prices and other relevant market data, such as news
articles and historical pricing where available. This information is independent from the actual digital asset price presented
by third-party API Providers in connection with a potential transaction. Exodus does not charge users to access this pricing
information, which comes from two industry-leading pricing services: CoinMarketCap, the primary provider, and
CoinGecko, the secondary provider. Exodus uses a third pricing service, CryptoCompare, as an additional verification
source but does not display pricing information from CryptoCompare. 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. 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. If there is no material variance between the
primary and secondary providers’ prices, the Exodus Platform will display the primary provider’s price. If there is a
material variance between the primary and secondary providers’ prices, the Exodus Platform will display the secondary
provider’s price, but only after the algorithm confirms no material variance (15%) exists between the secondary provider’s
price and the price provided by the additional verification source, CryptoCompare. 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. In this case, the Exodus
Platform will continue to show the primary provider’s most recently available price before the 2% variance occurred and
until such 2% variance no longer exists, with the algorithm checking every 60 seconds.
This comparison process is designed to avoid inaccurate data from a single source. This comparison process is designed to avoid inaccurate data from a single source. 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
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service. However, because the pricing information on the Exodus Platform is made available to any user, users may use the
Exodus Platform solely for this pricing information and may not otherwise engage in transactions with our third-party API
Providers.
\Services Offered and Performed by Our API Providers
We serve third-party API Providers by integrating their services such as digital asset exchanging, fiat onboarding, staking
products and sending and receiving functionality into the Exodus Platform through an API agreement. Our business is
dependent on the successful integration of these third-party API Providers as the majority of our revenue is earned by
charging API Providers fees for services offered to our users. For services offered by API Providers to persons located in
the United States, we charge fees based on a volume-based, tiered monthly subscription structure payable to us in arrears
once a month. 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.
While we do not engage in trading of digital assets on our platform or otherwise engage in the business of effecting
transactions in securities for the account of others on our platform, we receive compensation from the API Providers that
have connected to our Exchange Aggregator. 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.
Historically, approximately 25% of our volume has been located in the U.S. at any given time. See “Item 1A. 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. 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. A limited number of legacy API agreements, which were entered into more
than 18 months ago, have similar termination provisions but contain a shorter termination notice period, e.g., seven days.
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. In the event of such termination, our
agreements with transaction-based providers mandate that the API Provider pay all outstanding fees for completed services.
The form of API agreements (both the form U.S. agreement and the form international agreement) are attached as exhibits
to this Annual Report on Form 10-K.
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Our API Providers as of December 31, 2025 are set forth in the table below, including the jurisdiction of each and the
services provided to users of our platform by each, including whether the API provides such services to U.S. persons. 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. The
information on our website is deemed not to be incorporated in this Annual Report on Form 10-K.
(1)API Providers are subject to legal and regulatory restrictions depending on the laws of the jurisdictions in which they operate. Services offered by API Providers may vary
by jurisdiction, including variances in the number and type of services offered by API Providers to persons located outside of the U.S. as compared to services offered to
persons located within the U.S. For example, MoonPay offers Uniswap (UNI) to its non-U.S. customers but does not offer UNI in the United States. 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.
The principal services offered and performed by our API Providers are described below. The principal services offered and performed by our API Providers are described below.
Exchange Aggregation—The Exodus Platform is accessible through our desktop, browser extension, and mobile platforms
where users may access the services that are offered and performed by our API Providers that allow users to engage in
digital asset exchanges for over 30,000 digital assets without having to access centralized exchanges or trade across
multiple order books, depending on API Provider, availability and jurisdiction.
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Exodus’ API Providers provide the connection with the exchanges, and the Exchange Aggregator essentially eliminates the
interim step of converting the digital asset to Bitcoin (or other intermediate digital asset). By removing this interim step, the
Exchange Aggregator is designed to increase the likelihood that users will receive the best pricing, liquidity and order
fulfillment time as compared to users that manually search across multiple third-party API Providers, which are typically
non-U.S. third-party exchanges and Decentralized Finance (DeFi) platforms that use blockchain technology and
cryptocurrency to manage financial transactions through peer-to-peer relationships instead of centralized institutions. For
example, without the Exchange Aggregator, if a user seeks to swap Bitcoin for Ether on a centralized exchange, a user may
be required to first swap Bitcoin for USDC and then swap USDC for Ether. During this two-step process, it may be more
likely that pricing, liquidity and order fulfillment time may fluctuate across multiple third-party API Providers. The
Exchange Aggregator essentially eliminates this interim step and enables users to swap/exchange one supported digital
asset (e.g., Bitcoin) for another (e.g., Ether).
The API Provider selected for each swap request is determined by an algorithm developed by Exodus, but Exodus has
neither control nor discretion over any specific user transaction and users are free to consummate digital asset transactions
away from the Exodus Platform. 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. The user that
requests the Exchange Aggregator to provide proposed trade pricing information receives a message specifying how much
of the swapped asset they will receive in exchange for the user’s original digital asset, and the fees to be charged by the
API Provider. Users may utilize the digital asset pricing information independently offered on the Exodus Platform to
compare an API Provider’s proposed trade pricing information the user receives through the Exchange Aggregator. Once a
user “clicks” on the Exchange Aggregator to connect with an API Provider exchange that is algorithmically selected to
complete the desired swap, Exodus has no further involvement or role in the ultimate transactions that occur between users
and API Providers. Moreover, Exodus does not know, or independently conduct diligence with respect to, the third parties
with which our API Providers contract, including the exchanges and market makers with which our API Provider’s
contract to support the services they provide to their users (including any users from the Exodus Platform), and Exodus
does not know the jurisdictions in which those third parties operate. As a result, we cannot assure users as to the processes
and procedures our API Providers use to engage such third parties, which exposes Exodus Platform’s users to risk that such
third parties may fail to operate as reasonably expected. See “Item 1A. Risk Factors – Risks Related to Our Business – 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.”
Once the user agrees to the pricing, the API Provider will process a user’s order (usually in under an hour), the user will
transfer its digital assets to the API Provider in accordance with the API Provider’s terms of service and internal operations
and the API Provider will deliver the exact amount of the new digital asset to the user’s Exodus Wallet minus the API
Provider’s fees. The API Providers’ fees are determined solely by each API Provider and are inclusive of the costs
associated with transferring digital assets from the user’s wallet to the API Provider. The Exchange Aggregator searches
for the best pricing (inclusive of the API Provider’s fee), liquidity and order fulfillment time and passes through the pricing
information to the user. The Exchange Aggregator does not support fiat currencies, and the Exchange Aggregator will not
enable the exchange of fiat currency for digital assets or the exchange of digital assets for fiat currencies. The Exchange
Aggregator does not support NFT exchanges. For a digital asset to be supported by the Exchange Aggregator, pricing must
be available. 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. 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.
Fiat on and off-ramps—Fiat on-ramps, powered by API Providers, such as Ramp network, facilitate an exchange for users
to buy digital assets with fiat currency through bank transfer, credit or debit card and Apple Pay. Where available, users
can access these services to use 33 different fiat currencies, including major currencies such as the U.S. dollar, Euro, and
British pound sterling, to buy digital assets. 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.
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
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Provider. The Exodus interface uses information supplied directly by our API Providers to display users with the fiat
currencies they may use to purchase supported digital assets and the digital assets that users may exchange for supported
fiat currencies. Users can use the Exodus Platform to preview a desired fiat on and off-ramp transaction by entering the
specific amount of fiat currency they wish to use to purchase the desired digital assets, or the amount of a digital asset they
wish to exchange for their desired fiat currency. Our API Providers make decisions as to which digital assets and fiat
currencies they support and, as a result, our users’ ability to transact in a particular fiat currency or digital assets, as the
case may be, depends on whether one or more API Providers supports a particular digital asset or fiat currency. Further,
digital assets and fiat currencies offered by API Providers are subject to change, and previously supported digital assets or
fiat currencies may become unavailable to users.
When a user desires to proceed with the purchase of digital assets with, or the exchange of digital assets for fiat currency,
the Exodus interface connects the user with our third-party API Providers to carry out the transaction. The user leaves the
Exodus Platform and is sent to the API Provider’s platform. 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. 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. API Provider pricing
information, including the fees charged to users for services, are determined by the API Provider on a
transaction-by-transaction basis and may be subject to change based on the contractual terms between the user
and API Provider. As a general matter, the API Provider will present the user with a total price to consummate
the transaction. That total price provided to the user will generally include an overview of the following
individual amounts: (a) the amount of the digital asset to be sold; (b) the total amount of fiat currency to be
received upon the sale of the specified digital assets; (c) the fiat currency to digital asset exchange rate; and (d)
any applicable fees associated with the transaction, including the fees associated with the cost of transferring
such digital assets.
(2)The user then decides if they want to fulfill the order.
(3)If the user is exchanging digital assets for fiat currency, the API Provider returns an address where the digital
assets should be sent, along with the amount of digital assets the user must send. The user signs a transaction that
sends their digital assets to the API Provider, which are stored on the relevant blockchain, initiating the exchange
of the digital asset for fiat currency.
(4)The API Provider will deposit the fiat currency into the bank account provided by the user.
If the user is buying digital assets with 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. Pricing information,
including the fees charged for its services, are determined by the API Provider and may be subject to change
based on the contractual terms between the user and API Provider. As a general matter, the total price provided
to and paid by the user will generally include an overview of the following individual amounts: (a) the digital
asset to fiat currency exchange rate; (b) the amount of digital assets to be received upon purchase with the
corresponding fiat currency; and (c) any applicable fees associated with the transaction, including any fees
associated with the cost of transferring digital assets.
(2)The user then decides if they want to fulfill the order.
(3)If the user is exchanging fiat currency for digital assets, the API Provider receives the deposit address, or public
key, from the user through the API for the specific digital asset the user desires to purchase (e.g., ETH).
(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. 11 Once the fiat payment is complete, the API Provider sends the digital assets to the user’s Exodus wallet.
Staking—Staking allows users to “stake” supported digital assets held in their Exodus wallets by participating in
blockchain validation through a third-party API Provider, Everstake. Everstake is a self-custodial staking platform, which
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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. However, users can only access or withdraw staked digital assets once the unstaking period is
complete. The unstaking period refers to the time period between the initial unstaking instruction and the point in time
when digital assets become available to transfer or sell following an instruction to unstake. This varies depending on the
specific blockchain. 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. 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. In accordance with
the parameters of both the Ontology and VeChain blockchains, staking occurs on-chain without any involvement from
Exodus or Everstake, and as a result, we do not receive any fees when users stake their digital assets on the Ontology and
VeChain blockchain. Users who hold Algorand must stake through the Algorand governance portal, and we do not receive
any fees for any digital assets staked through the Algorand governance portal.
Auto restaking is a feature that allows users to pre-authorize staking of rewards earned on assets without manually claiming
and restaking their 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. If a user has more than 0.25 ATOM in unclaimed rewards in its wallet, they will automatically be
staked. Because this restaking is a pre-authorization of blockchain transactions in accordance with the staking protocols of
the blockchain, the user will incur standard blockchain network fees, but there are no fees charged by Everstake or Exodus
in connection with this pre-authorization. While auto restaking is active, users cannot manually claim rewards, but if users
prefer to manage their ATOM rewards manually, they can disable auto restaking at any time. Auto restaking will expire
after 1 year, at which point users will be prompted to enable it again.
(1)In 2025, Osmosis ceased its staking protocols.
(2)In 2025, Ontology ceased its staking protocols.
(3)In accordance with the parameters of the VeChain blockchains, digital asset “staking” happens passively, and staking rewards are automatically distributed to all users of
VET so long as the user’s wallet supports VET. The Exodus wallet supports VET. 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. To receive staking rewards pursuant to this process, users must participate in the
governance process for at least three months, but users retain full access to their Algorand during this time period.
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According to the design of the underlying network staking protocols, the holder determines the amount of digital assets to
stake, retains full control and ownership of the digital assets, and can request to unstake them as described above. Exodus
does not have any contact with, control over, or ability to take control of any digital assets that a user stakes. In general, the
risks to users who utilize the staking products offered on the Everstake platform are limited to the risks involved with
cryptocurrency and can depend on the specific blockchain. For example, the 21-calendar-day waiting requirement to
unstake Cosmos can open users to risks in terms of penalties, or “slashing,” if the relevant activities are not performed
correctly (e.g., if the staker, delegator, or baker acts maliciously on the network, “double signs” any transactions or
experience extended downtimes) and market volatility (e.g., a user may lose money if the value of Cosmos drops while its
Cosmos is staked or during the period following an unstaking instruction but prior to completion of the unstaking), which
is an inherent risk to staking, including staking on the Cosmos blockchain.
Our Strategy
When developing additional wallet capabilities, the Company conducts product-market, financial, and legal analysis of the
proposed feature, including an assessment of the proposed feature’s compliance with the laws, rules, and regulations in the
jurisdictions in which the Company operates. The Company then moves to assessing the technical feasibility of
implementing the proposed feature into the Exodus Platform. The material cost of developing additional wallet capabilities
is primarily labor expenses, and such expenses are funded by the Company’s operations. At this time, the Company has no
plans to expand the breadth of asset classes supported within the Exodus Platform or otherwise develop additional wallet
capabilities.
Elevate Technology—We are committed to investing in product development that enhances functionality of the Exodus
Platform. Our regular software updates enable us to respond to user evaluations of our products on a rapid timetable. We
believe that, over time, traditional financial assets, services and experiences will migrate to using blockchain technology
and we are building for that eventuality. 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. Exodus’ API
Providers provide the connection with the exchanges, and because the Exchange Aggregator essentially eliminates the
interim step of having to first convert the digital asset proposed for a transaction to Bitcoin (or other intermediate digital
asset), the Exodus Platform is asset agnostic, meaning it can operate irrespective of the type of digital asset as opposed to
asset or blockchain specific platforms that limit users to a particular asset or blockchain. In this sense, the Exchange
Aggregator is asset agnostic, in an information technology context, because it connects with an API Provider exchange that
is algorithmically selected to complete the desired swap function without requiring an intermediate digital asset. 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. 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.
Grow the Core—We are focused on growing the number of services provided on our platform by targeting the integration
of diverse API Providers into the Exodus Platform. In addition, we also are working to grow the depth of API Providers
who contribute similar services within the Exodus Platform. This is expected to provide several benefits including, but not
limited to:
•Expanded geographic coverage. Limitations of regulatory and licensing requirements in certain jurisdictions may
have less impact on our user experience;
•Increased service uptime. Individual API Providers can experience downtime which directly impacts their ability
to provide services to our users. Having multiple API Providers may allow for redundancy and improved uptime;
and
•More competition among API Providers. API Providers compete to provide the best offering, often translating to
the best cost or lowest price, for our users.
Diversify our products and services—The integration of third-party apps allows us to diversify our user base, expand our
product offerings and maintain more than one source of revenue. Where permitted, each new app provides us with an
opportunity to monetize our platform through commissions and fees paid by API Providers or other means. When
determining whether to integrate an app into our platform, one of our top priorities is a consistent, high-quality user
experience by maintaining the Exodus interface and the ease of use that our users expect from Exodus products. We believe
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that apps will be essential in bringing digital assets into mainstream use; exposing our user base to digital asset apps
directly within their wallet will increase engagement and encourage users to continue using our products.
Grow Business-to-Business Partnerships—We generate revenue through our XO Swap product offering by delivering our
Exchange Aggregator technology to partner companies. In addition, we launched our Passkeys Wallet product offering in
July 2024 to enhance our onboarding capabilities and integration potential. We intend to develop more product offerings
and to continue to invest in our Passkeys technology to grow our business-to-business partnerships. See the section titled
“Business-to-Business Partnerships” in Part II, Item 7 of this report for additional information.
Expanding our services via acquisitions—We may grow our business by acquiring companies that complement our
existing operations and strategic objectives. These acquisitions could include businesses that allow us to elevate
technology, grow the core of our business, diversify our products and services, or gain access to valuable customer bases.
The Company will evaluate each opportunity on a case-by-case basis to ensure it meets our financial and strategic criteria.
Sales and Marketing
Historically, we have made minimal use of traditional marketing and advertising platforms but instead have chosen to
create high-quality content on our YouTube channel. 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. Our effort to deliver the best user experience and support for
digital assets has led to the majority of our user acquisitions coming from word-of-mouth. During the year ended December
31, 2025, we increased spending on website advertisements targeted at digital asset focused spaces and on online platforms,
such as the App Store, and marketing agency expenses. 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.
Competitive Landscape
We pioneered and continue to lead the market for self-custodial solutions for managing digital assets. We believe that we
provide the most comprehensive self-custodial solution, offering mobile and desktop products, the option to connect to a
hardware wallet, a significant range of supported digital assets, as well as functions such as our Exchange Aggregator and
other apps. Since our founding, our competition has primarily been custodial solutions that offer a tangential self-custodial
product, such as the exchanges supported by well-known companies like Coinbase. These exchanges tend to have greater
name recognition and, as people are familiar with custodial products used in the traditional banking system, people may
believe that the products they offer are more secure and are easier to use than stand-alone, self-custodial products.
We believe that due to security and technical risks associated with centralized or custodial services, digital asset holders
will continue to move towards stand-alone self-custodial solutions. We also believe that the recent collapse of certain large
custodial digital asset companies and the resultant suspension of withdrawals validates the benefits of self-custodial
solutions.
Within the market for self-custodial wallet solutions, there are other companies that actively compete with us, offering
various combinations of the features available on our platform. While leading exchanges, which have significant resources
and brand power, have created self-custodial wallets, their focus continues to be on centralized digital asset products.
However, our market is relatively new, and our competitors have adapted and may continue to adapt their platforms to
incorporate many of our features and designs, as well as additional features or solutions.
Our current and potential competitors include a number of different types of companies, including:
•Exchanges that specialize in digital assets and offer a self-custodial wallet solution;
•Digital asset wallets;
•Banks, non-depository trust companies and other chartered financial institutions that offer digital asset custody
services; and
•Exchanges or other FinTech companies with substantial infrastructure and market share that decide to and may
be legally able to offer digital assets.
We believe that the principle competitive factors in our market are:
•platform features, quality, functionality and design;
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•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 Exodus compares favorably with our competitors on the basis of these factors. We believe Exodus compares favorably with our competitors on the basis of these factors. Based on recent market data, we
expect demand for self-custodial solutions to continue to rise and believe that we are well-positioned to take advantage of
this market opportunity.
Intellectual Property
Our success depends in part upon our ability to protect and use our core technology and intellectual property rights. We
rely on a combination of copyrights, trademarks, trade secrets, know-how, contractual provisions and confidentiality
procedures to protect our intellectual property rights. We have registered “Exodus” as a trademark in the United States and
other jurisdictions and we have filed other trademark applications to protect our logo in the United States and several
international jurisdictions. We are also the registered holder of a variety of domestic and international domain names that
include “Exodus”—including, most importantly, “exodus.com.”
In addition to the protection provided by our intellectual property rights, we enter into proprietary information and
invention assignment agreements or similar agreements with our team members, consultants and contractors. 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, 2025, a significant portion of
Exodus’ treasury consisted of digital assets and stablecoin holdings held for our own account. The following is a
breakdown of our holdings as of December 31, 2025 (in units):
(1)Units refer to the number of tokens held. For the fair value of the digital asset as of December 31, 2025, see “Note 6 - Intangible Assets” to our
consolidated financial statements included in this report.
For those digital assets held on an exchange, we held such assets on Coinbase, Circle, and other similar custodial solutions
as of December 31, 2025. As a result, if these assets are lost or stolen, we may suffer a loss with respect to our digital asset
holdings, and we may not be able to recover any of our carried value in these digital asset holdings. See “Item 1A. 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.
As of December 31, 2025, we held 14% of wallets and their associated keys in cold wallets. We do not have a policy
regarding the percentage of private keys we hold in cold wallets, but we evaluate the location of our digital asset holdings
on a case-by-case basis based on expected time to liquidity, the type of digital asset and custodial and non-custodial options
available and the security options surrounding each.
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For those assets held self-custodially, Exodus maintains a number of security measures to manage and protect private keys,
including, but not limited to, the use of cold wallets, multi-signature protocols, access limited to select senior executives
and finance personnel, and various physical safeguards such as geographic dispersion throughout North America of private
keys. Exodus does not maintain insurance that covers its digital assets, whether held on Exchange or held self-custodially,
in the case of loss or fraud. See “Item 1A. 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. Network
fees and other expenses, such as gas fees, related to the transfer of the digital assets from the API to the self-custody wallets
are typically paid by the sender. Exodus records digital assets at their fair value at the time they are received. Exodus
monitors the allocation between digital assets and fiat-based holdings and may rebalance its treasury from time to time
based on market conditions, liquidity needs, and its business, financial condition, results of operations, and cash flows. Due
to fluctuations in digital asset prices, our heavy use of Bitcoin in our receivables as well as for payment of certain expenses
such as salaries, and corporate income tax considerations, we from time to time rebalance based on market conditions and
our business, financial condition, results of operations and cash flows. Fiat-based holdings were impacted by certain
acquisition related activity during 2025 including the loan receivable from W3C Corp. See “Note 5 - Loan Receivable,
Net” to our consolidated financial statements for further discussion. As of December 31, 2025 and 2024, we had a 3/97%
and 26/74% split between liquid assets and digital asset holdings, respectively. We assess our holdings, including our splits
between liquid assets and digital assets, on at least a quarterly basis.
The table below shows the fair value of our holdings as of December 31, 2025 and 2024:
Digital assets received as payment, other than Bitcoin, Ether, and Solana, are sold at or within a few days of receipt. 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. We consider the terms of
our contracts with Kraken, Coinbase, LMAX Digital, and Circle to be in accordance with customary industry practice and
accepted forms of such contracts, including with respect to the segregation of our assets from other customers’ assets.
Human Capital Management
As of December 31, 2025, we had approximately 215 full-time equivalents (“FTEs” or “team members”). FTEs include
U.S.-based employees, U.S. expatriate employees and non-U.S. independent contractors who perform services for the
company. Of our FTEs, approximately 150 are located outside the United States in approximately 50 countries located on
six different continents. 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. The basis for compensation for employees and for FTEs is U.S. dollars and is settled in Bitcoin at
the time of payment. 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
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U.S. dollars for its services; and (2) for our team members, we deposit Bitcoin into the team members’ cryptocurrency
wallet address.
None of our team members are represented by a labor union or covered by a collective bargaining agreement. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not
experienced any work stoppages, and we consider our relations with our team members to be good.
Uncertainty and Volatility in the Digital Asset Markets
In recent years, there have been well-known digital asset market participants who have declared bankruptcy including
Celsius Network, Voyager Digital Ltd., Three Arrows Capital and FTX. In response to these events, the digital asset
markets, more specifically Bitcoin, have experienced extreme price volatility, resulting in a loss of confidence in
participants of the digital asset ecosystem. These events have also negatively impacted the liquidity of the digital asset
markets as certain entities affiliated with FTX formerly engaged in significant trading activity. 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. As of December 31, 2025, all associated shares previously held by Clifton
Bay Investment LLC were held with FTX Recovery Trust. 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. It is not possible to predict at this time all of the risks these events may pose to
Exodus, our service providers, our API Providers or on the digital asset industry as a whole.
We have not experienced an inability to recover material assets due to these bankruptcies, nor do we currently use digital
assets as collateral for any loan, margin, rehypothecation, or other similar activities to which we are a party. However, even
if there is no direct material impact on our business due to bankruptcies, we have been and may continue to be indirectly
affected by these events.
To our knowledge, none of our current API Providers have filed for bankruptcy, been decreed insolvent or bankrupt, made
any assignment for the benefit of creditors, been appointed a receiver, experienced excessive redemptions suspended
redemptions or withdrawals of digital assets, had digital assets of their users unaccounted for or experienced material
corporate compliance failures. However, because Exodus offers a self-custodial wallet solution pursuant to which users
possess their digital assets at all times, our users’ exposure to an API Provider experiencing insolvency or bankruptcy
would be limited to the brief period of time during which wallet users are engaged in an active crypto-asset transaction. See
“Item 1A. Risk Factors – Risks Related to Regulation – Our users may be exposed to an API Provider experiencing
insolvency or bankruptcy, which could adversely impact our business, operating results, and financial condition.”
Regulatory Environment
Our operations expose us to a number of federal, state, local and international laws and regulations, including, but not
limited to, tax, securities, consumer rights, privacy, data protection, cybersecurity and employment matters. These laws and
regulations may have a material impact on our business, address multiple aspects of our operations and may be dependent
on the jurisdiction of operation. 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 “Note 3 - Revenue Recognition” to our consolidated financial statements
included in this report.
The laws and regulations governing our core business as an un-hosted self-custody wallet provider are currently
undeveloped, including the laws and regulations in the jurisdictions material to our business. However, as digital assets,
blockchain technologies and digital asset exchanges continue to expand in popularity and market size, laws and regulations
governing self-custody wallet providers like Exodus may also develop. 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. Depending on the jurisdiction, those
changes may come about through the issuance of new laws and regulations or in the application of existing laws and
regulations by a court, regulatory body or governmental official. 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)
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2016/679) (the “GDPR”) and the GDPR as incorporated into United Kingdom law pursuant to the European Union
(Withdrawal) Act 2018 (the “U.K. GDPR”). Sometimes those changes may have both a retroactive and prospective effect.
This is particularly true when a change is made through the application of existing laws or regulations to new fact patterns.
For instance, in 2023, as part of our internal compliance process through which we monitor and assess changes in
regulations to which we may be subject, we became aware that the United Kingdom Financial Conduct Authority (“FCA”)
published new rules relating to how digital assets can be marketed to consumers. Specifically, companies seeking to
promote digital assets in the U.K. to retail consumers are required to register with the FCA or have any marketing approved
by an authorized company. However, the Company cannot register with the FCA because it operates a self-custodial wallet,
and the rules are focused on asset custodians. Therefore, in anticipation of these rules taking effect on October 8, 2023, the
Company took steps before the deadline to comply with the new FCA rules by modifying its marketing materials to avoid a
determination by the FCA that it was promoting digital assets.
Even with the steps taken by the Company, and although at the time the Company believed it was in compliance with such
rules, the FCA utilized the broad nature of the new rules to state that the Company is not in compliance with the rules and
placed the Company on its Warning List in November 2023. In April 2024, following months of constructive dialogue with
the FCA, the FCA removed the Company from its Warning List. 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.
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. For
example, under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s
Export Administration Regulations (“EAR”) and various economic and trade sanctions administered by the U.S.
Department of the Treasury ("USDOT"), Office of Foreign Assets Control (“OFAC”), our business activities are subject to
various restrictions related to the sale or supply of certain products and services to U.S. embargoed or sanctioned countries,
governments, persons and entities and require authorization for the export of certain encryption items. 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. 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. 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.
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. 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. Due to the fact-intensive nature of the “security”
analysis under the applicable legal standard, there is a lack of certainty as 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. While we do not engage in trading of
digital assets for the account of others on our platform or otherwise engage in the business of effecting transactions in
securities for the account of others, we receive compensation from the API Providers that have connected to our Exchange
Aggregator. For services offered by API Providers to persons located in the United States, we charge fees to API Providers
utilizing a volume-based, tiered monthly subscription structure payable to us in arrears once a month. 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. 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.”
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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. These
policies and processes support a risk-based compliance review process and involve members of our legal and compliance
team, as necessary. In certain circumstances, we may consult external counsel to assist in evaluating regulatory matters. In
addition, in our API Provider contracts, we require that API Providers represent that they are in compliance with all U.S.
laws, which would include U.S. federal securities laws. While we do not make determinations as to whether particular
digital assets held in users’ Exodus wallets constitute securities, we maintain a compliance framework intended to address
applicable legal and regulatory requirements in connection with services offered to users in the United States. See “Item 1.
Business – Our Products and Services – Services Offered and Performed By Our API Providers” and “Item 1A. 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. Neither the
BSA nor the FinCEN implementing regulations offer any clarity as to whether companies that provide unhosted
cryptocurrency wallets should be characterized as money transmitters. In its May 2019 guidance (the “FinCEN Guidance”),
however, FinCEN said generally, that an unhosted cryptocurrency wallet is software hosted on a person’s device that
allows the person to store and conduct transactions in cryptocurrency and that unhosted wallets are not included within the
definition of money transmitter.
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. See “Item 1A. Risk Factors – Risks Related to Our Business – 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.”
OFAC Screening For Users Receiving Gift Cards and USDC Distributions
From time to time, to help maintain our brand and reputation, we distribute gift cards and USDC to users if an issue arises
with the Exodus Platform. Prior to receiving any gift cards or USDC in connection with this brand reputation program, our
legal and compliance team must conduct an OFAC screening to check entities and persons against the denied party lists
maintained by the OFAC.
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. We maintain agreements with these
third parties on whom we rely for assistance with our KYB procedures and consider the terms of such agreements to be in
accordance with customary industry practice and accepted forms of such commercial contracts. Before entering into any
new transaction, agreement, or other business relationship with an API Provider or vendor, and on an ongoing basis during
the Company’s relationship with such API provider or vendor, we use in-house and third-party service providers to
perform a KYB analysis on the ultimate beneficial owner of the relevant entity. The procedures for this analysis include,
but are not limited to, screening the actual prospective party to the agreement and also any individuals or entities
beneficially owning more than 25% of the prospective party (and, if appropriate, such party’s crypto-asset network
addresses), against various sanctions lists. In addition to initial and ongoing sanctions screenings, the Company performs
ongoing adverse media screenings on our vendors and API Providers. These screenings locate negative news, including,
but not limited to reports of financial crime, human trafficking, drug trafficking, terrorist financing, fraud, bribery,
corruption, and any other adverse media that could subject us to regulatory or reputational risk. 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.
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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. The
Company relies on the representations, warranties, covenants, and agreements of the API Providers contained in the API
agreements (forms of which are attached to this Amended Registration Statement) and, other than the KYB diligence
conducted on our API Providers and absent any perceived or known issue that may warrant an independent verification, the
Company does not independently investigate or verify the assertions and representations made by the API Providers,
including regarding the API Providers representations as to its AML, KYC and other procedures.
Compliance Procedures Related to the Sale, Acquisition and Distribution of Digital Assets For Our Own Account
For the sale or acquisition of digital assets for our own account, such transactions would occur on the Coinbase, Kraken, or
Circle exchanges where we hold digital assets for our own account. 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. 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. 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. We consider the terms of our contracts with Kraken, Coinbase, and Circle to be in accordance
with customary industry practice and accepted forms of such contracts, including with respect to the segregation of our
assets from other customers assets and the policies and procedures such exchanges have in place regarding AML, KYC and
other procedures.
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. From time to time, to help maintain our brand and reputation, we
also may distribute digital assets to users if an issue arises with the Exodus Platform.
The complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the digital
asset economy requires us to exercise our judgment as to whether certain laws, rules and regulations apply to us, and it is
possible that regulators may disagree with our conclusions. We generally believe that our business, as discussed in this
Annual Report on Form 10-K, is compliant with these regulations, but in certain cases, there may be uncertainty related to
that conclusion. For additional discussion, see “Item 1A. Risk Factors – Risks Related to Regulation,” which we
incorporate by reference here.
Available Information
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the SEC. Such reports
and other information filed by the Company with the SEC are available free of charge at https://www.exodus.com/
investors/sec-filings/all-sec-filings when such reports are available on the SEC’s website. The Company periodically
provides certain information for investors on its corporate website, https://www.exodus.com, and its investor relations
website, https://www.exodus.com/investors. The information contained on the websites referenced in this Annual Report
on Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are
intended to be inactive textual references only.
Item 1A. Risk Factors |
Investing in or maintaining your investment in our common stock involves risk. You should carefully consider each of the
risks and uncertainties set forth below as well as the other information contained in this report before deciding to invest in
our securities. The following summarizes management’s beliefs and opinions as to the material factors that could make an
investment in our common stock risky or speculative. We have grouped our Risk Factors under captions that we believe
describe various categories of potential risk. For the reader’s convenience, we have not duplicated risk factors that could be
included in more than one category. These risk factors do not describe all of the risks that we face, as we could also be
impacted by factors that we currently consider to be immaterial, that are not presently known to us, or that are generally
applicable to most companies. 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. Some of the factors, events and
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contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to
whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as
to the factors, events, or contingencies that could materially and adversely affect us in the future.
Summary of Risk Factors
Risks Related to Our Business
•Our profitability is dependent on our ability to attract, maintain and grow our user base, as well as maintaining
our brand or reputation. We may not grow in line with historical rates.
•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.
•In the event of errors, misconduct, negligence, or failures by our management team, our employees or
contractors, or third-party service providers, our business may be adversely impacted.
•Our business could be negatively impacted by cybersecurity threats and other disruptions.
•The third-party platforms on which users swap digital assets may be unregulated or may not be in compliance,
and, therefore, may be more exposed to fraud and security breaches than established, regulated exchanges.
•Operational problems or failures by digital asset-related businesses and fluctuations in digital asset prices may
reduce confidence in these venues or in digital assets generally.
•Digital asset exchanges may be exposed to front-running, wash trading or other manipulative practices.
•Sending and receiving digital assets from a user’s Exodus wallet involve risks, which could result in loss of a
user’s assets, which are not insured. 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 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.
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•Operational cost may exceed the award for solving blocks or transaction fees. Increased transaction fees may
adversely affect the usage of the Bitcoin network.
•Our business could be adversely impacted by the decision of foreign governments, internet service providers or
others to block transmission from IP addresses on which our platform depends.
•We are subject to changes in tax laws, treaties or regulations in various jurisdictions. We are subject to changes in tax laws, treaties or regulations in various jurisdictions.
•We may spend significant resources deploying new products, which may fail to attract widespread adoption and
adversely affect our business, and may incorporate AI technologies into some of our products or processes.
These technologies may present business, compliance, and reputational risks.
•Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues
and otherwise result in reduced profitability.
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.
Risks Related to Regulation
•We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make our Class A common stock less attractive to investors.
•The regulatory regime governing stablecoins, blockchain technologies, digital assets and securities is uncertain
and new regulations or policies may materially adversely affect the development of the Exodus Platform.
•We have made legal determinations as to whether our business, products, or services are in scope of various U.S.
and international laws and regulations, including whether certain digital assets traded using third-party services
integrated within our platform or other programs could be viewed as “securities." We face potentially material
legal, financial, and other risks to the extent a regulator disagrees with one or more of these determinations,
including the possibility of being deemed as a broker-dealer, in which 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.
•Failure to comply with anti-corruption, privacy, export control, import, or sanctions laws could harm our
business, limit international competitiveness, and expose us to liability.
•The limited rights of legal recourse available expose us and our investors to the risk of loss of our digital assets.
•We may plan to launch products in the future that require regulatory licenses for which we may fail to obtain or
experience significant delays in obtaining.
Risks Related to Ownership of Our Class A Common Stock
•Our Class A common stock may be highly volatile, decline due to actual or perceived large sales, and may not
maintain an active or stable trading market, potentially causing significant investor losses.
•The dual class structure of our common stock, as well as provisions of our Certificate of Incorporation and our
Bylaws, could deter or prevent a change in control. We are currently a “controlled company” and, as a result,
qualify for and could rely on exemptions from certain corporate governance requirements.
•We are not subject to the provisions of Section 21.606 of the Texas Business Organizations Code, which could
negatively affect your investment.
Risks Related to Ownership of Our Common Stock Tokens
•The distributed ledger technology used by Securitize, the Transfer Agent, and SuperState, the co-transfer agent,
is novel with respect to our Common Stock Tokens and has been subject to limited testing and usage.
•The regulations governing tokenized securities in the United States are evolving and could introduce material
costs of compliance.
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The foregoing factors should not be construed as exhaustive. This summary of risk factors should be read in conjunction
with the more detailed risk factors below and the information provided elsewhere in this report, including “Item 1 –
Business” and “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Risks Related to Our Business
Our profitability is dependent on our ability to attract, maintain and grow our user base. We may not grow in line with
historical rates.
The success of our business depends on our ability to attract and retain Exodus Platform users. The success of our business depends on our ability to attract and retain Exodus Platform users. To do so, we must
demonstrate to potential and existing users that our platform offers significant advantages over those of our competitors.
Market acceptance of the Exodus Platform is affected by a number of factors, many of which are beyond our control,
including the timing of the release into the market of new products, features and functionality introduced by our
competitors, the performance of third-party services offered through the Exodus Platform, user perceptions of the Exodus
Platform’s security and reliability, acceptance and interest in digital assets and the growth or contraction of the market in
which we compete.
As the market for digital assets and related services continues to mature, we expect that an increased focus on user
satisfaction will profoundly impact demand for the Exodus Platform. We believe that our users are increasingly looking for
flexible and secure digital asset wallets that seamlessly integrate a range of applications and support a wide variety of
digital assets, while streamlining the user experience and minimizing complexity. 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. If we are not able to maintain our brand or reputation, our business and results of operations may be adversely affected.
We believe that maintaining our reputation as a leading provider of a self-custodial digital asset wallet with superior user
support is critical to our relationship with our existing users and our ability to attract new users. The successful promotion
of our brand will depend on several factors, including our ability to maintain a record of security, performance and
reliability; our ability to continue to develop and integrate high-quality products and features for our platform through API
agreements; and our ability to successfully differentiate our platform from competitive products and services. Independent
industry and financial analysts often provide reviews of our platform, as well as those of our competitors. Perception of our
offerings in the marketplace may be significantly influenced by these expert reviews. If reviews of our platform are
negative or less positive than those of our competitors our brand may be adversely affected. The performance and
reputation of our third-party API Providers may also affect our brand and reputation, particularly if users do not have a
positive experience with our API Providers.
Further promotion of our brand may require us to make increased expenditures, and we anticipate that the expenditures will
increase as our market becomes more competitive. Expenditures intended to maintain and enhance our brand may not be
cost-effective or effective at all. If we do not successfully maintain and enhance our brand, we may experience reduced
pricing power relative to our competitors, a decrease in existing users, failure to attract new users or an inability to expand
offerings of new products to our existing users, all of which could materially and 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.
The success of third-party services on the Exodus Platform is affected by a number of factors, many of which are beyond
our control, such as our ability to successfully integrate services into the Exodus Platform using third-party APIs,
technological changes and developments, user preferences and technical support provided by the third party. Interruptions
or delays in our cloud or internal infrastructure or third-party services and cybersecurity incidents such as attacks on our
information systems by malicious actors could also affect our third-party services.
There can be no assurance that these third-party services will continue to perform in a manner our users find adequate. There can be no assurance that these third-party services will continue to perform in a manner our users find adequate. In
addition, if any of the agreements with our API Providers are terminated or suspended, whether due to a failure or breach
of performance or otherwise, we could be forced to incur additional expenses in seeking replacements, may not be able to
obtain replacements in a timely fashion, if at all, and such interruptions or discontinuations of service could interfere with
our existing user relationships and make us less attractive to potential new users. Multiple terminations or suspensions in a
short period of time could impair the functionality of the Exchange Aggregator, resulting in user dissatisfaction and
revenue loss. Additionally, certain of our third-party API Providers deliver features and functionalities that, if no longer
available to us, cannot be replaced easily or in a timely fashion, if at all. Users may attribute such interruptions or delays to
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the operations of our platform, leading to doubts about the efficiency or reliability of the Exodus Platform which could
have an adverse effect on our reputation and financial condition.
In the event of errors, misconduct, negligence, or failures by our management team, our employees or contractors, or
third-party service providers, our business may be adversely impacted.
Management, employee, contractor or third-party service provider misconduct or errors could subject us to legal liability,
financial losses, and regulatory sanctions and could seriously harm our reputation and negatively affect our business. 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. Additionally, our API Providers may misappropriate customer funds or digital assets. Third-
party service provider errors may include mistakes in executing, recording, or processing transactions for users. The
processes and procedures we have implemented and the training provided to our team members to reduce the likelihood of
misconduct and error, and as well as the representations we require our third-party service providers to make to us
regarding their processes and procedures, may not be successful. 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.
If we were found to have not met our compliance and other obligations, we could be subject to regulatory sanctions,
financial penalties, restrictions on our activities for failure to properly identify, monitor and respond to potentially
problematic activity and seriously damage our reputation. Our employees, contractors and agents could also commit errors
that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further,
allegations by regulatory or criminal authorities of improper trading activities could affect our brand and reputation. 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.
Our information systems, and those of the third parties on which we rely, are subject to growing risks associated with
cybersecurity threats which may include attacks from malicious third parties, viruses, ransomware and other malicious
software, computer hacking, human error or malfeasance, and social engineering (including phishing attacks). We, and our
users, have experienced, and may continue to experience, efforts to gain unauthorized access to, or disrupt, our internal
systems, networks and data.
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. If any of the foregoing events were to materialize, they could result in technical disruptions
or errors, the loss of sensitive information, and unauthorized access to our internal systems, networks and data. Moreover, a
delay in or failure to detect a cybersecurity incident, or the full extent of an incident, could exacerbate its effects. We may
also be required to expend significant resources to investigate and remediate vulnerabilities or other identified risks, costs
which may not fully be covered by insurance coverage or indemnified by other means.
Any actual or perceived failure of the Exodus Platform to prevent technical failures, disruptions or errors, security incidents
or other cybersecurity incidents could harm our reputation, affect the services we provide to our customers and users, cause
the Exodus Platform to be perceived as insecure, underperforming or unreliable, impede our efforts to attract and retain
users, impact our competitive position, or result in litigation or regulatory proceedings, fines, penalties or other liabilities.
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.
Over the past several years, a number of digital asset trading platforms have been closed or faced issues due to fraud,
failure, security breaches or governmental regulations. Particularly for operators outside of the United States, digital asset
trading platforms are not regulated in ways similar to national securities exchanges and other highly regulated trading
environments or, if subject to regulation in a relevant jurisdiction, may not be in compliance. As a result, capital
requirements, clearing infrastructure and technical and operational security requirements may vary. The nature of the
digital assets held at these platforms makes them appealing targets for hackers and a number of digital asset trading
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platforms have been victims of cybercrimes. 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.
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.
Operational problems or failures may reduce confidence in digital asset-related businesses, the Exodus Platform, or in
digital assets generally.
Digital asset platforms are relatively new, and many are unlicensed, may be subject to regulation in a relevant jurisdiction
but may not be in compliance, are unregulated, or may operate without supervision by any governmental authorities, and
do not provide the public with significant information regarding their management team, corporate practices, cybersecurity,
and regulatory compliance. To the extent that unanticipated operational or trading problems or other failures, such as
security or technical failures, arise on trading platforms or the Exodus Platform, customers, users and the general public
may lose confidence or interest in digital asset platforms, including the Exodus Platform, which could have an adverse
impact on our business and our customers’ perception of us, including decreased use of our platform and loss of customer
demand for our products and services.
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. By using bots functioning on a millisecond-scale timeframe, bad actors are
able to take advantage of the forthcoming price movement and make economic gains at the cost of those who conducted
these transactions. The objective of a front runner is to buy a chunk of tokens at a low price and later sell them at a higher
price. Front-running happens via manipulations of gas prices or timestamps, also known as slow matching. Digital asset
exchanges may be susceptible to wash trading, which occurs when offsetting trades are entered into for other than bona fide
reasons, such as the desire to inflate reported trading volumes. Wash trading may be motivated by non-economic reasons,
such as a desire for increased visibility on popular websites that monitor markets for digital assets so as to improve their
attractiveness to investors who look for maximum liquidity, or it may be motivated by the ability to attract listing fees from
token issuers who seek the most liquid and high-volume exchanges on which to list their digital assets. Results of wash
trading may include unexpected obstacles to trade and erroneous investment decisions based on false information. In the
United States, there have been allegations of wash trading even on regulated venues.
Any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts
and practices, could adversely affect the value of digital assets and/or negatively affect the market perception of digital
assets. To the extent that front-running, wash trading or other manipulative acts or practices occur or appear to occur in
digital asset exchanges, investors may develop negative perceptions about the price integrity of digital assets exchanges
and the digital assets industry more broadly, which could adversely impact the price of digital assets.
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.
Public and private digital asset “keys,” comprising an alphanumeric code, enable users to manage their digital assets on the
blockchain. Our users are able to send digital assets by inputting a public blockchain address and an amount to transfer and
are able to receive digital assets by providing the sending party with the users’ own public blockchain address. Our
involvement in these transfers is generally limited to providing a visual interface to access the blockchain. We do not take
possession of the user’s assets and have no access to the user’s public or private keys.
A number of errors can occur in the process of a user depositing or withdrawing digital assets into or from their Exodus
wallets, such as typos, mistakes, or the failure to include the information required by the respective blockchain network.
For instance, a user may incorrectly enter the desired recipient’s public key when withdrawing from our platforms or
transfer digital assets to a wallet address that the user does not own, control, or hold the private keys to. In addition, each
wallet address is only compatible with the underlying blockchain network on which it is created. For example, an Ethereum
wallet address can only be used to send and receive Ether. If any Bitcoin or other digital assets are sent to an Ethereum
wallet address or if any of the foregoing errors occur, all of the user’s sent digital assets will be permanently and
irretrievably lost with no means of recovery, including by us. 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.
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We do not have insurance for any losses of assets in our users’ wallets. 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 these scenarios, users may blame or become dissatisfied with the
Exodus Platform as a result of these negative experiences, which could adversely affect our ability to access or sell our
digital services and subject us to regulatory scrutiny, reputational harm and significant financial 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.
Digital assets are controllable only by the possessor of the unique private key relating to the wallet in which the digital
assets are held. While blockchain protocols typically require public addresses to be published when used in a transaction,
private keys must be safeguarded in order to prevent a third party from accessing the digital assets held in such a wallet. To
the extent that any of the private keys relating to our hot wallet or cold wallet containing digital assets held for our own
account 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 which could adversely affect our ability to access or sell
our digital assets and subject us to regulatory scrutiny, reputational harm and significant financial losses, all of which could
materially and adversely affect our business, results of operations and financial condition.
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 other companies to compete against us.
Aspects of the Exodus Platform and our applications include or utilize software released under the terms of open source
licenses, including the MIT License, Internet Systems Consortium License, Apache License, Mozilla Public License and
GNU Lesser General Public License. While we monitor our use of open source software (“OSS”), we could be subject to
suits for noncompliance with open source licensing terms, infringement on a third party’s intellectual property rights or
indemnification. Such inadvertent use could also require us to release our proprietary source code, pay damages, royalties,
license fees or other amounts, seek new licenses from third parties, re-engineer our platform or applications, discontinue
sales or distribution of software in the event re-engineering cannot be accomplished on a timely basis or take other
remedial action that may divert resources away from the operation of our business, maintenance of our platform or our
development efforts, any of which could adversely affect our business.
Disputes with our users and other third parties could be costly, time-consuming and harm our business and reputation. 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 agreements contain a variety of terms, including service levels, data
privacy and security obligations, indemnification, dispute resolution procedures and regulatory requirements. Agreement
terms may not be standardized across our business and can be subject to differing interpretations and local law
requirements, which could result in disputes with our users and other third parties from time to time. If our users or other
third parties notify us of a breach of contract or otherwise dispute the terms of our agreements, the dispute resolution
process could be expensive and time consuming and result in the diversion of resources that could otherwise be deployed to
grow our business. Even if these disputes are resolved in our favor, we may be unable to recoup the expenses and other
diverted resources committed to resolving the dispute and, if we receive negative publicity in connection with the dispute,
our reputation and brand may be harmed. Furthermore, the ultimate resolution of such disputes may be adverse to our
interests and as a result could negatively affect our results of operations and financial condition.
We face intense and increasing competition, which could adversely affect our business, financial condition and results
of operations.
The market in which our platform competes is intensely competitive and characterized by rapid changes in technology, user
expectations, industry standards, frequent introductions of new products and improvements to existing products. We expect
competition to increase as other established or emerging companies enter the markets for digital assets, particularly with
respect to wallets, exchanges and applications designed to support digital assets.
In particular, some of our competitors may have substantially broader and more diverse product and services offerings,
allowing them to leverage existing commercial relationships, incorporate functionality into existing products, sell products
and services with which we compete at zero or negative margins, offer fee waivers and reductions or other economic and
non-economic concessions, bundle products, maintain closed technology platforms or render our platform unable to
interoperate with such products. If they were to engage in predatory practices, it could harm our existing platform offerings
or prevent us from creating viable products in other segments of the markets in which we participate. If we are unable to
anticipate or effectively react to these challenges, our competitive position could weaken, and we could experience a
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decline in revenue or our growth rate that could materially and adversely affect our business, financial condition and results
of operations.
If we are not able to effectively keep pace with technological developments that are attractive to our current and
prospective users, our business, results of operations and financial condition could be adversely affected.
Because our platform is designed to operate on a variety of networks, applications, systems and devices, we will need to
continually modify and enhance our platform to keep pace with technological advancements. There can be no assurance
that updates to our platform will be released in a timely or cost-effective manner. In addition, they may contain errors or
defects in operability within the Exodus Platform, which could make our platform become less marketable, less
competitive or obsolete and our business, results of operations and financial condition may 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 our business, financial condition and results of operations could be adversely affected.
Our success depends on our ability to effectively manage the growth of our business. Our success depends on our ability to effectively manage the growth of our business. The Exodus Platform has experienced
rapid organic growth since the market for digital assets began attracting widespread interest in 2017 and 2018. Our growth
has placed, and is expected to continue to place, a strain on our management and our administrative, operational and
financial infrastructure. 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.
Managing our growth will require capital expenditures 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. Any
failure to preserve our culture also could further harm our ability to retain and recruit personnel, innovate and create new
enhancements for our platform, operate effectively and execute on our business strategy.
We may be unable to raise additional capital needed to grow our business. We may be unable to raise additional capital needed to grow our business.
While we may need to raise additional capital to expand our operations, pursue our growth strategies and respond to
competitive pressures or working capital requirements, we may not be able to obtain additional debt or equity financing on
favorable terms, if at all, which could impair our growth and adversely affect our existing operations. The global economy,
including credit and financial markets, has in recent years experienced extreme volatility and disruptions, including
diminished credit availability, bank collapses, rising interest and inflation rates, declines in consumer confidence, declines
in economic growth, increases in unemployment rates, fluctuating currency valuations and uncertainty about economic
stability. Such macroeconomic conditions could also make it more difficult for us to incur additional debt or obtain equity
financing. Further, the digital asset industry has been negatively impacted by recent events in recent years such as the
bankruptcies of Core Scientific, Celsius Network, Voyager Digital Ltd., Three Arrows Capital and FTX. In response to
these events, the digital asset markets, including the market for Bitcoin specifically, have experienced extreme price
volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected,
further undermining confidence in the digital asset markets and in Bitcoin. 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. Furthermore, if we engage in additional debt
financing, the holders of debt likely would have priority over the holders of our Class A common stock on order of
payment preference. 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. Additionally, additional debt financing may require us to pledge certain of our digital
asset holdings as collateral, which may lead to the forced disposition of such digital asset holdings in certain circumstances,
which could adversely impact our business, financial condition and operating results.
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We may pursue strategic transactions, which could be difficult to identify, complete, and implement, and could disrupt
our business or change our business profile significantly.
Our ability as an organization to successfully acquire technologies or businesses is unproven. 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. We
cannot assure you that we will be able to identify suitable transactions and, even if we are able to identify such transactions,
that we will be able to consummate any such acquisitions on acceptable terms or successfully integrate them. Completing
or successfully integrating strategic acquisitions involves significant risks that could adversely affect our business, results
of operations, capital position, and prospects. Any transaction may fail to close on anticipated terms or timelines; be
delayed, conditioned, or prohibited by regulators; or require unexpected divestitures or capital actions. Even if completed,
we may be unable to integrate operations, technologies, data, risk and compliance frameworks, products, and cultures
effectively; retain customers, counterparties, and key personnel; achieve expected cost synergies or revenue opportunities;
or maintain the reliability and security of combined systems and third‑party/vendor relationships, including with respect to
cybersecurity and data privacy. We could also inherit unforeseen liabilities, credit or compliance issues, or adverse
accounting impacts, and we may incur higher‑than‑expected restructuring and integration expenses. Market volatility,
interest rate movements, and funding conditions could reduce the value of acquired assets, among other adverse impacts,
while integration activities may distract management, strain risk management and internal control resources, and diminish
our ability to execute other strategic priorities. If we overestimate growth or synergy assumptions or encounter operational
or regulatory setbacks, such transactions could be dilutive to earnings, impair goodwill or other intangibles, heighten
liquidity and capital requirements, and expose us to litigation and reputational harm. For example, in November 2025, we
entered into an agreement to acquire W3C, which is expected to close in 2026. Any future strategic transactions we pursue
may involve a number of risks that could adversely affect our business, financial condition and operating results.
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.
Further, because we do not currently hedge our investment in Bitcoin, and do not intend to for the foreseeable future, we
are directly exposed to Bitcoin’s price volatility and surrounding risks. In addition, the market price of our Class A
common stock has exhibited, and we expect will continue to exhibit, a direct correlation with the market price of Bitcoin.
As a result, declines in the price of Bitcoin have historically been accompanied by, and may in the future result in,
immediate declines in the market price of our Class A common stock, regardless of our actual or expected operating
performance or other traditional factors that influence share prices.
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. As described above, the digital asset industry has been
negatively impacted by market price volatility. Such prices may also be subject to factors that impact commodities which
could subject us to additional influence from fraudulent or illegitimate actors, real or perceived scarcity and political,
economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding
future appreciation in the value of Bitcoin, our Class A common stock price and manipulation of market prices for both
Bitcoin and shares of our Class A common stock. Further, volatility in digital asset pricing could lead to other impacts such
as increased risks of legal proceedings or governmental scrutiny of us and our affiliates, users, suppliers and partners either
in the United States or in other jurisdictions. Continued volatility in the digital asset industry could adversely affect an
investment in our Class A common stock.
Most of our expenses, like team member salaries, are denominated in U.S. dollars and paid using Bitcoin. At the time of
payment, amounts are translated from U.S. dollar to Bitcoin based on the current Bitcoin rate. The Bitcoin used for
payments is primarily derived from revenue from ongoing operations received in Bitcoin. The company pays the transfer
fees related to outgoing payments. We are subject to translational risk because we may be required to pay a larger amount
of Bitcoin to satisfy these expenses if the dollar value of Bitcoin decreases. Certain of our other liabilities, expenses and
costs must be paid in U.S. dollars, and we may be required to convert digital assets to U.S. dollars in order to satisfy those
liabilities, expenses and costs. The U.S. dollar value of any given digital asset can fluctuate significantly and may be
characterized by volatility. There can be no assurance that we will be able to exchange our digital assets for U.S. dollars on
a timely basis, if at all, or for a fair price. 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. For an example of
the volatility, the price of Bitcoin was $87,516 and $93,425 as of December 31, 2025, and 2024, respectively. To pay the
same $100,000 of salary took 1.14 Bitcoin on December 31, 2025, versus 1.07 Bitcoin on December 31, 2024.
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Additionally, digital assets are not subject to the protections typically enjoyed by more conventional types of financial
assets, such as FDIC or Securities Investor Protection Corporation insurance. If our digital assets are lost, stolen or
destroyed, we may not have adequate sources of recovery and, even if we can identify a third party responsible for such
loss, theft or destruction, such third party may not have the financial resources sufficient to make us whole again. Digital
asset networks may also be subject to vulnerabilities, such as a “51% attack” where, if a mining pool were to gain control
of more than 50% of the “hash” rate, or the amount of computing and process power being contributed to the network
through mining, a malicious actor would be able to gain full control of the network and the ability to manipulate the
blockchain. A significant portion of an individual digital asset may be held by a small number of holders, who would have
the ability to manipulate the price of the asset. In addition, we do not have insurance that covers our digital asset holdings
in the event of loss or fraud. As a result, we may suffer a loss with respect to our digital asset holdings, and we may not be
able to recover any of our carried value in these digital asset holdings if they are lost or stolen. If we are not otherwise able
to recover damages from a malicious actor in connection with these losses, our business and results of operations may
suffer, which may have a material negative impact on the price of our Class A common stock.
Our revenue may be adversely affected if the markets for Bitcoin, Tether, Ether and USDC deteriorate or if their prices
decline.
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;
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•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.
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.
Certain supported digital assets enable holders to earn rewards by participating in decentralized governance, bookkeeping
and transaction confirmation activities on their underlying blockchain networks, such as through staking activities,
including staking through validation, delegating and baking. Staking allows users to “stake” supported digital assets held in
their Exodus wallets by participating in blockchain validation through a third-party API Provider, Everstake. Everstake
currently provides and is expected to continue to provide such services for certain supported crypto assets to our users in
order to enable them to earn rewards based on crypto assets held in their Exodus wallets. Everstake’s network may further
require customer assets to be transferred into smart contracts on the underlying blockchain networks not under Everstake’s
or anyone’s control. If Everstake or smart contracts fail to operate as expected, suffer cybersecurity attacks, experience
security issues or encounter other problems, our users’ assets may be irretrievably lost. 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 Everstake is slashed by the
underlying blockchain network, our users’ assets may be confiscated, withdrawn or burnt by the network. Any penalties or
slashing events could 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 platform or our API Providers’ platforms may be exploited to facilitate illegal activity including fraud, money
laundering, gambling, tax evasion and scams. 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. The use of our platform for illegal or improper purposes could subject
us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement
actions, inquiries, or requests that could result in liability and reputational harm for us. In the event that a customer is found
responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental
inquiries, enforcement actions, prosecution, or otherwise held secondarily liable for aiding or facilitating such activities.
Owners of intellectual property rights or government authorities may seek to bring legal action against software providers
for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in
reputational harm, and any resulting liabilities, loss of transaction volume or increased costs could harm our business.
Our platform and brand may be impersonated and exploited by third-party criminal actors seeking to defraud users and
other illegal activity, and we may not be able to prevent all such activity. For example, in December 2025, the Company
became aware of a fraudulent application listed on the App Store that falsely claimed to be our Exodus wallet and resulted
in user losses. The Company is not responsible for, does not control, and does not accept liability for the actions of
unaffiliated third-party criminals or any losses incurred as a result of such actions. Similar incidents may occur in the
future, and our past success in having the fraudulent application removed after sustained and proactive efforts does not
guarantee we will obtain similar removals in the future. Our steps to enhance protections and safeguards, such efforts may
not be fully effective. Criminal actors may continue to misuse our name, branding, or reputation in ways that are difficult to
detect or prevent, and our efforts to mitigate such risks may not be timely or effective. Any such incidents could harm
users, damage our brand and reputation, result in increased regulatory scrutiny or litigation, and adversely affect our
business, financial condition, or results of operations.
Moreover, while illegal activities are primarily facilitated through the use of fiat currencies, digital assets are relatively new
and, in many jurisdictions, may be lightly regulated or largely unregulated. Many types of digital assets have
characteristics, such as the speed with which digital currency transactions can be conducted, the ability to conduct
transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple
jurisdictions, and the irreversible nature of certain digital asset transactions, and encryption technology that anonymizes
these transactions, that make digital assets susceptible to use in illegal activity. U.S. federal and state and foreign regulatory
authorities and law enforcement agencies, such as the Department of Justice (“DOJ”), SEC, Commodities Futures Trading
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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. We also support digital assets that
incorporate privacy-enhancing features and may from time to time support additional digital assets with similar
functionalities. These privacy-enhancing digital assets obscure the identities of sender and receiver and may prevent law
enforcement officials from tracing the source of funds on the blockchain. Facilitating transactions in these digital assets
may cause us to be at increased risk of liability arising out of anti-money laundering and economic sanctions laws and
regulations.
Our users may be exposed to an API Provider experiencing insolvency or bankruptcy, which could adversely impact our
business, operating results, and financial condition.
Our users may be exposed to an API Provider experiencing insolvency or bankruptcy. Our users may be exposed to an API Provider experiencing insolvency or bankruptcy. In the scenario that an API Provider
would experience insolvency or bankruptcy during the period of time in which a user’s assets are exposed to the API
Provider’s platform, it is possible that such digital assets may be considered the property of a bankruptcy estate and subject
to bankruptcy proceedings. Such users could be treated as the API Provider’s general unsecured creditors.
For digital asset swap transactions, this risk would be limited to the brief period of time during which wallet users are
engaged in an active crypto-asset transaction. For example, in connection with digital asset swap transactions, a user may
be exposed to an API Provider experiencing insolvency or bankruptcy when wallet users are engaged in an active crypto-
asset transaction on an API Provider’s platform. As another example, if a staking API Provider like Everstake were to
experience insolvency or bankruptcy, the impact on a user’s staked digital assets would depend on the type of digital asset
and the staking protocol of the particular blockchain. A user can typically request to unstake digital assets at any time, and
in the event of the API Provider’s insolvency or bankruptcy, a user would stop receiving rewards for that period, but its
underlying digital assets would be preserved. 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.
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.
The Exodus Platform allows users to access the services offered and performed by our API Providers. The Exodus Platform allows users to access the services offered and performed by our API Providers. The services
provided by our API Providers allow users to engage in transactions such as digital asset exchanging, fiat onboarding and
staking products for over 30,000 digital assets. We conduct KYB and other diligence with respect to our API Providers as
described in “Item 1. Business – Know Your Customer and Know Your Business Programs – KYB Program For API
Providers and Vendors,” and we understand that, in turn, the API Providers conduct AML and KYB procedures with
respect to their service providers in accordance with their respective policies, procedures and regulatory obligations.
However, we do not independently conduct diligence with respect to the third parties with which our API Providers
contract. For example, we do not conduct diligence with respect to the exchanges and market makers with which our API
Provider’s contract to support the services they provide to their users (including any users from the Exodus Platform).
Because Exodus does not independently conduct diligence with respect to these third parties, we cannot assure users as to
these third parties or the processes and procedures our API Providers use to engage such third parties.
Our API Providers and the third parties with whom they contract may be subject to financial, legal, regulatory, and labor
issues, cybersecurity incidents, disruptions, interruptions, and other misconduct of which we are not aware. Should any of
the foregoing materialize and lead to disruptions or issues in third party operations, risks to our users may include loss of
information stored with or provided to the API Provider, along with loss of access to the digital assets or fiat currency used
in any pending transaction with the API Provider. In such instances, because we do not control the operations of any of our
API Providers or third parties with which they contract, we will be unable to intervene and can make no assurances as to
the outcome of any issue or dispute between the user and API Provider. 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 ability to
access or sell our digital services and subject us to legal or regulatory scrutiny, reputational harm and significant financial
losses.
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.
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. 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
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retain team members. 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. We may also experience
additional costs as new team members learn their roles and gain necessary experience and training, including as it relates to
the complex regulations applicable to our business, in addition to the cost of hiring new individuals.
We are dependent on our co-founders Jon Paul Richardson and Daniel Castagnoli, the loss of whose services may
adversely impact the achievement of our objectives. 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. In
addition, if we are unable to attract and retain qualified key talent, we may not be able to effectively and efficiently manage
our business and execute our business plan.
If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which
could adversely affect our business, financial condition, results of operations and prospects.
We use a significant number of independent contractors in our international operations for whom we do not pay or
withhold any employment tax based on their location or jurisdiction. Whether an individual is an employee or an
independent contractor depends on applicable local law and may be subject to multiple, fact-intensive factors. There can be
no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert
interpretations of existing rules and regulations that would change, or at least challenge, the classification of our
independent contractors. Foreign tax authorities may determine that we have misclassified our independent contractors for
employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties.
Additionally, individual independent contractors could initiate legal actions asserting rights of employment in their various
jurisdictions, which could include claims for unpaid wages or other benefits that are required by local laws. If we are
required to pay employer taxes or pay backup withholding with respect to prior periods and/or any other amounts with
respect to or on behalf of our independent contractors, our operating costs will increase, which could adversely impact our
business, financial condition or results of operations. Additionally, if we are the subject of individual legal actions or
government investigations related to our independent contractors, the dispute resolution process could be expensive and
time consuming and result in the diversion of resources that could otherwise be deployed to grow our business. Even if any
such dispute or investigation were to be resolved in our favor, we may be unable to recoup the expenses and other diverted
resources committed to resolving the dispute or investigation and, if we receive negative publicity in connection with any
such dispute, our reputation and brand may be harmed.
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. 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;
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•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.
Our measures to support compliance with foreign laws and regulations may be insufficient, and any 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. In addition, increased political and economic conditions and uncertainty,
geo-political regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, product
boycotts, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics, energy
policy or restrictions, public corruption, expropriation and other economic or political uncertainties, including inaccuracies
in our assumptions about these factors, could interrupt and negatively affect our business operations.
We actively monitor the impact of the dynamic macroeconomic environment. For example, any geo-political unrest could
cause disruptions in the Company’s business and lead to interruptions, delays or loss of critical data. Specifically, financial
and digital asset markets may be negatively affected by the conflict between Russia and Ukraine and within the Middle
East. Although we believe the digital asset industry remains resilient, as demonstrated by our increase in our volume in
2025, we cannot predict the extent to which our financial condition, results of operations or cash flows will ultimately be
impacted by these ongoing economic conditions.
Operational costs may exceed the award for solving blocks or transaction fees. Increased transaction fees may adversely
affect the usage of the Bitcoin network.
Miners generate revenue from both newly created Bitcoin (known as the “block reward”) and from fees taken upon
verification of transactions. If the aggregate revenue from transaction fees and the block reward is below a miner’s cost, the
miner may cease operations. Additionally, in the event of a fork of the Bitcoin network, some miners may choose to mine
the alternative new Bitcoin resulting from the fork, thus reducing processing power on the original blockchain. Further, the
incentives for miners to contribute processing power to the Bitcoin network is set to decrease over time. As a result of the
Bitcoin network’s “halving” mechanism, the block reward that miners receive for successfully mining a block are cut in
half each time the Bitcoin network mines 210,000 blocks. This type of “halving” event generally occurs once every four
years and will continue until the maximum possible 21 million Bitcoin have been mined and released into circulation.
Currently, there are approximately 20 million Bitcoin that have been mined and are in circulation.
In approximately 2140, new Bitcoin tokens will no longer be awarded for adding a new block and miners will only have
transaction fees to incentivize them. As a result, it is expected that miners will need to be better compensated with higher
transaction fees to ensure that there is adequate incentive for them to continue mining. If transaction confirmation fees
become too high, the marketplace may be reluctant to use Bitcoin. This may result in decreased usage and limit expansion
of the Bitcoin network in the retail. Conversely, if the reward for miners or the value of the transaction fees is insufficient
to motivate miners, they may cease expending processing power for any blockchain to solve blocks and confirm
transactions. Ultimately, if the awards of new Bitcoin for solving blocks declines and transaction fees for recording
transactions are not sufficiently high to incentivize miners, or if the costs of validating transactions grow
disproportionately, miners may operate at a loss, transition to other networks or cease operations altogether. Each of these
outcomes could, in turn, slow transaction validation and usage, which could have a negative impact on the Bitcoin network,
which is the primary network used for Exodus’ operations.
An acute cessation of mining operations would reduce the collective processing power on the Bitcoin network, which
would adversely affect the transaction verification process by temporarily decreasing the speed at which blocks are added
to the blockchain and make the blockchain more vulnerable to a malicious actor obtaining control in excess of 50% of the
processing power on the blockchain. 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.
Our business could be adversely impacted by the decision of foreign governments, internet service providers or others to
block transmission from IP addresses on which our platform depends in order to enforce certain internet content
blocking efforts.
The evolving design of our platform may create challenges for various organizations, including governments, that seek to
block certain content based on IP address “blacklists” or other mechanisms. If these challenges become too difficult for
those organizations to overcome, they could make the decision to block content in an over-broad manner or block
completely websites of providers that integrate with our platform. 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
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services. 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.
We are subject to changes in tax laws, treaties or regulations in various jurisdictions. We are subject to changes in tax laws, treaties or regulations in various jurisdictions.
We operate in various jurisdictions and are subject to changes in applicable tax laws, treaties or regulations in those
jurisdictions. 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. 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. 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.
We may spend significant resources deploying new products, which may fail to attract widespread adoption and
adversely affect our business.
Our ability to maintain our status within the digital asset industry is largely dependent on our ability to adjust with changes
in consumer demand. As we focus on remaining competitive within the digital asset industry by growing the Exodus
Platform, we may deploy significant resources towards developing new or novel products or services. Such resources could
include significant financial costs. Despite the significant potential these products or services may have, such products or
services may fail to attract widespread adoption and therefore may have a negative impact on our business and result in
sunk costs.
We may incorporate AI technologies into some of our products or processes. These technologies may present business,
compliance, or reputational risks.
The digital asset industry is a forward, innovation-leaning industry that is constantly evaluating how to incorporate the
latest technological developments into products, including AI. As the digital asset industry matures, we will continue to
evaluate opportunities where AI may offer benefits that enhance the Exodus Platform for both existing and potential future
products, as well as our processes. AI can pose significant business, compliance, or reputational risks due to both potential
existing flaws within AI models or the evolving regulatory landscape in the various jurisdictions where the Exodus
Platform may be available.
Public AI failures, inadequate AI governance, recordkeeping or auditability failures, data privacy violations, intellectual
property leakage, or loss of human judgment are some of the risks that AI technologies may pose to our business as we
explore potential use cases for these technologies. Both actual and perceived risks could have a negative impact on us from
a business, compliance, or reputational perspective. Additionally, regulatory lag could have a material impact on our use of
AI in instances where a jurisdiction imposes new laws or regulations that cause us to change or eliminate the way we may
already use AI within the Exodus Platform prior to such changes in laws or regulations. In such instances, we may be
required to decrease or completely eliminate some products or AI-dependent features within products, resulting in lower
user attraction and retention.
Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues and
otherwise result in reduced profitability.
As the digital asset industry grows, it has become more sensitive to larger, macroeconomic factors that could affect the
ability for digital asset-related businesses to grow and offer certain products. Changes in interest rates could reduce or
eliminate our ability to offer products that are indirectly reliant on such interest rates. The payout of any potential
stablecoin rewards programs on the Exodus Platform could be adversely affected in cases where underlying financial
resources are indirectly reliant upon existing interest rates paid to the stablecoin issuer on the underlying reserve assets.
Should any fluctuation or change in the prevailing interest rates happen, these reward programs may be negatively affected
or even unfeasible, resulting in reduced profitability.
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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 Exodus Platform is built around holding, transferring, exchanging and using digital assets, which means our business
depends on growth in the public’s adoption and acceptance of digital assets and the underlying blockchain technology to
maintain and increase demand for the Exodus Platform. During 2022, a major wave of bankruptcies occurred, where
multiple companies such as Core Scientific, Celsius Network, Voyager Digital Ltd., Three Arrows Capital and FTX and
several of its affiliates all declared bankruptcy. The FTX app was available on the Exodus Platform until we removed it in
November 2022. Following these events, users’ confidence in trading of digital assets has decreased and the digital asset
market has experienced negative publicity and extreme price volatility. The decrease in confidence in digital assets has had
and may continue to have a negative impact on our business, including a decline in users, transaction-based API fees and
value of the digital assets held by Exodus.
The new and rapidly evolving market for digital assets and related services is subject to a high degree of uncertainty. The new and rapidly evolving market for digital assets and related services is subject to a high degree of uncertainty.
The growth of the digital asset industry, as well as the blockchain networks on which digital assets rely, is subject to a high
degree of uncertainty regarding consumer adoption and long-term development. 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. The factors affecting the further
development of the digital asset industry, as well as blockchain networks, include, without limitation: worldwide growth in
the adoption and use of digital assets and other blockchain technologies; the regulatory environment relating to digital
assets and blockchains; the maintenance and development of the OSS protocol of blockchain networks; a decline in the
popularity or acceptance of digital assets and related services; the availability of other forms or methods of buying and
selling goods and services or trading assets, including new means of using government-backed currencies or existing
networks; and general economic conditions globally and in the United States. For example, there is currently relatively
limited use of digital assets in the retail and commercial marketplace in comparison to relatively extensive use as a store of
value. Digital assets are not currently a form of legal tender in the United States and have only recently become selectively
accepted as a means of payment for goods and services by some retail and commercial outlets, and the use of such assets
by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions
may refuse to process funds for digital asset transactions; process wire transfers to or from digital asset trading venues,
companies or service providers; or maintain accounts for persons or entities transacting in digital assets or providing related
services. In addition, some taxing jurisdictions, including the U.S., treat the use of certain digital assets as a medium of
exchange for goods and services to be a taxable sale of such assets, which could discourage the use of such assets as a
medium of exchange, especially for a holder of such assets that have appreciated in value.
Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in
digital asset-related activities.
A number of companies that engage in Bitcoin and/or other digital asset-related activities have been unable to find banks or
financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of
companies and individuals or businesses associated with digital assets may have had and may continue to have their
existing bank accounts closed or services discontinued with financial institutions. To the extent that such events may
happen to us, they could have a material adverse effect on our business, prospects or operations.
Risks Related to Regulation
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to
emerging growth companies will make our Class A common stock less attractive to investors.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act, which allows us to
take advantage of exemptions from various reporting requirements that are applicable to other public companies that are
not emerging growth companies, including, but not limited to: (a) not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statement, (c) exemptions from the requirements of holding nonbinding
advisory shareholder votes on executive compensation and shareholder approval of any golden parachute payments not
previously approved, and (d) extended transition periods available for complying with new or revised accounting
standards. We choose to take advantage of these exemptions and relying on any of these provisions may make it more
difficult for investors and securities analysts to evaluate our business and longer‑term performance. If some investors find
our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common
stock, and our stock price may be more volatile.
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We will remain an emerging growth company ("EGC") until the last day of the fiscal year following the fifth anniversary
of the closing of our IPO (which would be fiscal year 2028, after which we would no longer benefit from reduced EGC
reporting requirements), although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more
than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock held by non-
affiliates exceeds $700 million as of June 30 of any future year. When we are no longer eligible for these scaled disclosures
and accommodations, we will incur additional costs and devote additional management time to comply with more
demanding reporting and governance requirements, including auditor attestation of internal controls, which could adversely
affect our results of operations and financial condition.
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.
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. 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.
As digital assets, blockchain technologies and digital asset exchanges continue to expand in popularity and market size,
laws and regulations governing un-hosted self-custody wallet providers like Exodus may also develop or may be
reinterpreted to apply to us. For more information on our compliance efforts to prepare for such changes in laws and
regulations, see “Item 1. 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 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. Specifically, companies seeking to promote digital assets in the U.K. to retail consumers are required to register
with the FCA or have any marketing approved by an authorized company. The Company cannot register with the FCA
because it operates a self-custodial wallet, and the rules are focused on asset custodians. Therefore, in anticipation of these
rules taking effect on October 8, 2023, the Company took steps before the deadline to comply with the new FCA rules by
modifying its marketing materials to avoid a determination by the FCA that it was promoting digital assets.
Even with the steps taken by the Company, and although at the time the Company believed it was in compliance with such
rules, the FCA utilized the broad nature of the new rules to state that the Company is not in compliance with the rules and
placed the Company on its Warning List in November 2023. In April 2024, following months of constructive dialogue with
the FCA, the FCA removed the Company from its Warning List. 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.
To the extent we are required to comply with new regulations, or if licenses or other authorizations are required in one or
more jurisdictions in which we operate or will operate, there is no guarantee that we will be able to comply with such
regulations or be granted such licenses or authorizations. We may need to change our business model to comply with these
legal or regulatory requirements, licensing and/or registration requirements in order to avoid violating applicable laws or
regulations. Various legislative and executive bodies in the U.S. and in other countries may, in the future, adopt laws,
regulations, guidance or other actions which may severely impact the development and growth of the Exodus Platform.
Failure by Exodus, or certain users of the Exodus Platform, to comply with any laws, rules and regulations, some of which
may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse
consequences, including civil penalties and fines.
Further, as digital assets, blockchain technologies and digital asset exchanges continue to expand in popularity and market
size, federal and state agencies have begun to regulate their use and operation. 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. 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. 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,
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including geo-blocking technology, designed to help monitor for and support compliance with existing and new laws and
regulations.
The regulations governing stablecoins in the United States are still being finalized and may materially affect the
development and utilization of the Exodus Platform.
In July 2025, President Trump signed the Guiding and Establishing National Innovation for U.S. Stablecoins Act
("GENIUS Act") into law. The GENIUS Act will go into effect on January 18, 2027, or 120 days after the date on which
the primary Federal payment stablecoin regulators issue any final implementing regulations, if earlier. The GENIUS Act
establishes the first comprehensive federal regulatory framework for stablecoins by limiting issuance to authorized bank
and non-bank issuers, requiring one-to-one reserve backing in cash or short-term U.S. Treasury assets, mandating monthly
reserve disclosures and audits, imposing AML/KYC and supervisory compliance obligations, and providing priority rights
for stablecoin holders in insolvency. While the rulemaking process remains ongoing, many entities, including our third-
party service providers, are developing and deploying products with the intention of complying with finalized rules. Some
of the products within the Exodus Platform may be reliant on these third-party service providers. In the event that the
finalized rules impose unforeseen requirements, obligations, or prohibitions on these third-party service providers, their
planned or existing products may be adversely affected. This may have a direct or indirect material effect on our future
products or services that will be reliant on our third-party service providers complying with the GENIUS Act. In such an
event, it may cause significant changes, delays, or abandonment of certain products under development, which may
adversely affect our business. Additionally, any legislative amendments to the GENIUS Act prior to finalized rules could
have a significant impact on its implementation and consequently have an adverse effect on our business.
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.
Offers and sales of securities in the United States are required under the Securities Act to either be registered with the SEC
or to qualify for an exemption from federal registration and may also be required to be registered with applicable state
regulators. Certain digital assets could fall within the definition of a security. While we do not engage in trading of digital
assets on our platform or otherwise engage in the business of effecting transactions in securities for the account of others
on our platform, we receive compensation from the third-party exchanges that have connected to our Exchange Aggregator.
We have created two separate fee structures for the third-party exchanges that have connected to our Exchange Aggregator.
For services offered by API Providers to persons located in the United States, we charge fees based on a volume-based,
tiered monthly subscription structure payable to us in arrears once a month. 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.
Certain digital assets could fall within the definition of a security, and the SEC has previously pursued enforcement actions
that argued that certain digital assets were securities. Under the current Administration, these lawsuits have largely been
dropped or have reached settlements. We receive compensation from the API Providers that have connected to our
Exchange Aggregator. 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. 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. It is possible that we could be viewed as a transfer agent for purposes of federal or state law. Because our platform allows
our users to connect through APIs to exchanges that permit the transfer of digital assets, it is possible that if such digital
assets were deemed to be securities, the SEC or another regulator could determine that we have acted as a transfer agent.
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. 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.
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We do not believe we have an obligation to register with the SEC as a clearing agency, but a regulator may disagree.
We have taken the position that we are not a clearing agency under the Exchange Act because the Exodus Platform does
not provide the services described in the definition of a “clearing agency” under the Exchange Act. However, it is possible
that the SEC or another regulatory agency could disagree with our position. 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.
We do not believe we have an obligation to register the platform as an exchange or alternative trading system, though a
regulator may disagree.
Exchanges and alternative trading systems (“ATSs”) are networks that constitute, maintain or provide a marketplace or
facilities to aggregate orders of multiple purchasers and sellers of securities by displaying trading interests entered on the
system to users through consolidated quote screens or receiving orders for processing and execution. 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. We do not consider ourselves an exchange or ATS because our platform does not
provide the services that are undertaken by an exchange or ATS; however, it is possible that the SEC or another regulator
could disagree with our position and require us to register and comply with applicable law, which could lead to significant
costs and could force us to change or cease our operations.
We do not consider ourselves a statutory underwriter under the Securities Act, though a regulator may disagree. We do not consider ourselves a statutory underwriter under the Securities Act, though a regulator may disagree.
We do not believe staking services offered to users of the Exodus Platform through third-party apps, such as Everstake, are
deemed to be securities offerings. If a regulator were to disagree, we could be deemed a “statutory underwriter” under
Section 2(a)(11) of the Securities Act and subject to additional regulatory obligations which could have a negative effect on
our business, financial condition and results of operations.
We do not believe we have an obligation to register the platform as a Futures Commission Merchant or a Commodity
Pool Operator, but a regulator may disagree.
A Futures Commission Merchant is a financial intermediary that takes customer orders to buy or sell futures, options on
futures, and swaps, handling client funds (margin) and executing trades on exchanges, acting as the crucial link between
individual traders and the complex derivatives markets. A Commodity Pool Operator is an individual or organization that
operates a "commodity pool"—a collective investment fund where multiple people pool their money together to trade in
commodities, futures contracts, options, or swaps. All Futures Commission Merchants, and most Commodity Pool
Operators, must register with both the CFTC and the National Futures Association. We have taken the position that we are
neither a Futures Commission Merchant nor a Commodity Pool Operator because our products and services, or those
offered by our third-party service providers through the Exodus Platform, are not activities that require registration under
the Commodity Exchange Act. However, it is possible that the CFTC or another regulator could disagree with our position
and require us to register and comply with applicable law, which could lead to significant costs and could force us to
change or cease our operations.
We are not registered as a money transmitter or money services business, and our business may be adversely affected if
we are required to do so.
Currently, money transmission regulations and interpretations at the federal level and varying approaches among the states
create a complex and rapidly evolving regulatory landscape that may change through legislative, regulatory, or interpretive
developments. It is possible that we could be found to be, or required to be registered as, a money services business
(“MSB”) at the federal level and/or a money transmitter at the state level. MSBs include, among other businesses, a person
providing money transmission services such as the acceptance and transmission of currency, funds or other value that
substitutes for currency from one person another location or person by any means. 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. In addition to registration obligations at the federal level, virtually every U.S. state (and the District of
Columbia) requires entities providing money transmission services to be licensed by the appropriate state agency
responsible for the supervision of financial institutions. State laws regulating money transmission are not uniform but
generally define money transmission to include the acceptance and transmission of money or monetary value to a location
within or outside the United States by any means.
Through its interpretations of money transmission regulations, particularly with respect to virtual assets, FinCEN has
published formal guidance indicating that without having total independent control over the value in users’ wallets, and
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where the value stored in the wallet is the property of the owner, such a business may fall outside the scope of MSB
registration requirements. We believe that we do not meet the definition of an MSB because Exodus does not exercise total
independent control over the value in our users’ wallets, accept or transmit cryptocurrency on behalf of any user or
otherwise act as an intermediary for exchange of currencies by taking possession of such digital assets. For the same
reasons, we believe we are outside the scope of state licensing requirements of a money transmitter. However, if we were
deemed to be, or required to register as, an MSB at the federal level, and/or a money transmitter at the state level, we could
be subject to significant additional regulation and obligations, including the handling of substantial personal information of
users, which could affect our business and operations.
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.
Because some digital assets may be considered securities by regulators, it is possible that our activities with respect to
digital assets, including digital asset staking, would cause us to be viewed as a “broker” or “dealer” under federal or state
law.
If we were deemed to be a broker-dealer, as defined in the federal securities laws, we would have to comply with a number
of regulatory requirements, including compliance with regulations that govern broker-dealer financial responsibility, such
as Exchange Act Rule 15c3-3(b), which relates to establishing and maintaining physical possession or control of a user’s
digital asset securities. It is likely that we would experience significant challenges in attempting to comply with these
regulations and may not be able to achieve such compliance. Due to the nature of digital asset securities, if we were
deemed to be a broker-dealer, it would likely be difficult for us to comply with the requirements to obtain and maintain
physical possession or control of all fully paid or excess securities carried for the account of users. In addition, obtaining an
exemption from such custody rules would likely result in significant financial costs and management resources and we may
not be able to obtain such an exemption. For example, in the ATS Role in the Settlement of Digital Asset Security Trades,
SEC Staff No-Action Letter (Sep. 25, 2020), the SEC Staff described an acceptable process for regulated self-custodial
ATS exchanges, but such process would be costly to implement and operate. It is likely that we would not be able to
implement and operate such a process. Should we be deemed to be a broker-dealer, and should we not be able to either
obtain an exemption from or implement acceptable processes for compliance with the broker-dealer financial responsibility
rules, we would be deemed not in compliance with the appropriate broker-dealer regulations. Such non-compliance would
likely have a materially adverse effect on our business and financial operations. Moreover, pursuant to Section 29(b) of the
Exchange Act, any contract made by Exodus in violation of any provision of the Exchange Act, including a sale of
securities deemed to have been made by Exodus as an unregistered broker-dealer to an investor, would be voidable at the
option of the investor. A successful claim by an investor would generally require the return of an amount equal to the
purchase price and rescission of the purchase contract.
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.
It is possible that our activities with respect to digital assets, including digital asset staking, would cause us to be viewed as
a “broker” or “dealer” under federal or state law. Because the services that users can obtain related to these digital assets
may be considered securities by regulators, the fees we receive from Everstake or other exchanges could potentially raise
regulatory issues related to whether the recipient of the fees is required to register as a broker-dealer under the Exchange
Act. We believe that our fee structure does not require us to register as a broker-dealer; however, there is no guarantee that
regulatory agencies will ultimately agree with our position, and we may be required to stop offering access to digital asset
staking.
Failure to comply with anti-bribery and anti-corruption laws and similar laws could subject us to penalties and other
adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), the U.S. domestic bribery statute contained in
18 U.S. Code § 201 and possibly other anti-bribery and anti-corruption laws in countries outside of the United States where
we conduct our activities. 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.
We sometimes leverage third parties to sell our products and conduct our business abroad. We sometimes leverage third parties to sell our products and conduct our business abroad. Exodus, our team members,
agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with
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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. As we increase our
international sales and business, our risks under these laws may increase.
Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws could result in
whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media
coverage, investigations, loss of export privileges, severe criminal or civil sanctions, suspension or debarment from
government contracts, all of which may have an adverse effect on our reputation, business, results of operations and
prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s
attention and resources, significant defense costs and other professional fees.
Furthermore, we rely on third parties for our KYC and other compliance obligations. Furthermore, we rely on third parties for our KYC and other compliance obligations. If these third parties fail to effectively
provide these services, we may be subject to adverse consequences as described above.
Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our platform and
adversely affect our business.
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.
For example, foreign countries and governmental bodies, including the European Union ("EU") and United Kingdom
("U.K.") and other jurisdictions in which we operate or conduct our business, have laws and regulations concerning the
collection, use, retention, security and transfer of the personal data of individuals in those jurisdictions. We may become
subject to GDPR and U.K. GDPR, which impose stringent privacy and data protection requirements, and could increase the
risk of non-compliance and the costs of providing our products and services in a compliant manner. Additionally, the
GDPR (covering the European Economic Area), U.K. GDPR and Swiss data protection regimes impose strict rules on the
transfer of personal data out of the EU, U.K. or Switzerland to a “third country,” including to the United States. As an un-
hosted self-custody wallet provider, we do not process the personal data of our customers and therefore, compliance with
these regimes do not currently have a material impact on our business. However, any actual or perceived breach of the
GDPR or U.K. GDPR in the future could further add to our compliance costs, limit how we process information, or lead to
reputational damage, regulatory investigations or fines. For example, if regulators assert that we have failed to comply with
the GDPR or U.K. GDPR, we may be subject to fines. We may also face civil claims, as well as associated costs, diversion
of internal resources, and reputational harm.
Aspects of the GDPR, U. 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. As such, compliance may require us to incur additional costs, modify our data handling practices and restrict our
business operations. It is also possible that these laws, regulations, industry standards and other obligations may be
interpreted and applied in a manner that is, or is alleged to be, inconsistent with our policies and procedures, the Exodus
Platform or our services. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to
modify the Exodus Platform or services or make changes to our business activities and practices. We may be unable to
make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new
offerings and features could be limited.
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. We also expect that there will continue to be new proposed laws, regulations and
standards relating to privacy and data protection in various jurisdictions, and we cannot determine the impact such laws,
regulations and standards may have on our business.
We are subject to export control, import and sanctions laws and regulations that could impair our ability to compete in
international markets or subject us to liability if we violate such laws and regulations.
Under U.S. export control and sanctions laws and regulations, including EAR and various economic and trade sanctions
administered by OFAC, our business activities are subject to various restrictions related to the sale or supply of certain
products and services to U.S. embargoed or sanctioned countries, governments, persons and entities and require
authorization for the export of certain encryption items. 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
41
comprehensive review that covered all countries and territories subject to U.S. trade embargoes administered by OFAC.
We submitted a voluntary self-disclosure and subpoena responses regarding potential violations to OFAC, and took
remedial action designed to prevent similar activity from occurring in the future. In June 2024, OFAC issued a Pre-Penalty
Notice informing the Company that OFAC intends to impose a civil monetary penalty for alleged violations of U.S.
sanctions laws. The alleged violations involve the free download of the un-hosted self-custodial Exodus wallet by users
potentially located in Iran, Syria, Sudan, and the Crimea region of Ukraine, as well as the provision of customer support to
users potentially located in Iran and Crimea. We submitted a response to the Pre-Penalty Notice, which asserts a range of
factual and legal defenses to these allegations, and have continued to cooperate with OFAC. In 2025, we reached a
settlement agreement with OFAC to fully resolve the matter regarding individuals in Iran and as of December 31, 2025, the
civil monetary penalty was paid in full.
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.
At this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial
authority or mechanism through which to bring an action or complaint regarding missing or stolen digital assets. Although
law enforcement agencies like the Federal Bureau of Investigation have recovered stolen Bitcoin, recovery efforts have
been labor intensive. 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.
We may plan to launch products in the future that require regulatory licenses for which we may fail to obtain or
experience significant delays in obtaining.
Exodus, as a noncustodial wallet provider, does not currently possess the regulatory licenses that a custodial financial
intermediary does. Activities conducted through the Exodus Platform that leverage third-party service providers are, to the
extent necessary, reliant on licenses held by those providers. However, as we evaluate new products, we may conclude that
it is necessary for us to obtain and maintain regulatory licenses that we do not currently possess. In such instances, the
deployment of certain future products may be dependent on our ability to obtain those licenses. In the event that we are
unable to obtain, or experience significant delays in obtaining, those licenses, our future products may be significantly
delayed or abandoned, which may lead to significant costs and have an adverse effect on our business.
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.
Shares of our Class A common stock may experience rapid and substantial price and trading volume volatility unrelated to
our financial performance, which could cause purchasers of our Class A common stock to 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
•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.
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. Further, the market price and trading volume of
our shares of Class A common stock may fluctuate dramatically, regardless of any developments in our business.
Sales of substantial amounts of our Class A common stock in the public market, or the perception that they might occur,
could reduce the price that our Class A common stock might otherwise attain.
We cannot predict what effect, if any, future issuances by us of our Class A common stock will have on the market price of
our Class A common stock. In addition, shares of our Class A common stock that we may issue in connection with any
acquisition may not be subject to resale restrictions. The market price of our Class A common stock could drop
significantly if certain large holders of our Class A common stock, or recipients of our Class A common stock in
connection with any acquisition, sell all or a significant portion of their shares of Class A common stock or are perceived
by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could impair our
ability to raise capital through the sale of additional Class A common stock in the capital markets. Furthermore, our
directors, executive officers, and other team members may sell shares of our Class A common stock, including shares
received pursuant to equity incentive plans, during periodic trading windows. Because of the limited trading volume of our
Class A common stock, concentrated sales when the trading window opens have in the past caused, and may in the future
cause, the market price of our Class A common stock to decline.
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.
Our authorized common stock is divided into two series, denominated as “Class A common stock” and “Class B common
stock.” Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is
entitled to ten votes per share. 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.
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. 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. These holders of Class B common stock may vote in a way which may be adverse to your interests. 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. In addition, because the holders of our Class B common
stock control a substantial majority of the voting power of our outstanding common stock, they have the ability to approve
matters requiring shareholder approval by written consent without a meeting and without the participation of other
shareholders. As a result, corporate actions requiring shareholder approval, such as the adoption or amendment of equity
incentive plans, may be approved solely by our controlling shareholders, which may limit your ability to influence those
decisions.
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A
common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A
common stock upon any transfer, whether or not for value, except for certain transfers described in our amended and
restated certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as
the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to
the shares transferred. 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
outstanding common stock. The conversion of shares of Class B common stock into shares of Class A common stock will
have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain
their shares in the long term, which may primarily include our executive officers and directors.
Provisions of our Certificate of Incorporation and our Bylaws could discourage potential acquisition proposals and
could deter or prevent a change in control.
Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws could
have the effect of delaying, deferring or discouraging another person from acquiring control of our company, delaying or
preventing changes in control of our management team, Board, governance or policy and could limit the price that some
investors might be willing to pay for shares of our common stock. 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. 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.
In general, Section 21.606 of the Texas Business Organizations Code (“Section 21.606”) prohibits a publicly held Texas
corporation from engaging in a “business combination” with an “affiliated shareholder” for a period of three years after the
date of the transaction in which the person became an affiliated shareholder, unless the business combination is approved in
a prescribed manner. 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.
We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions from certain
corporate governance requirements.
Our directors and officers currently have beneficial ownership of a majority of the total voting power. Our directors and officers currently have beneficial ownership of a majority of the total voting power. As a result, we are
considered a “controlled company” within the meaning of the corporate governance standards of the NYSE American and
are exempt from certain stock exchange corporate governance requirements that would otherwise apply, which include (i)
the requirement that a majority of the board of directors consists of independent directors, (ii) requirement that director
nominees be selected either by the independent directors or a nomination committee comprised solely of independent
directors and (iii) the requirement that the compensation of officers be determined, or recommended to the board of
directors for determination, either by the independent directors or a compensation committee comprised solely of
independent directors. 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.
Risks Related to Ownership of Our Common Stock Tokens
The distributed ledger technology used by our Transfer Agent, Securitize, and our co-transfer agent, Superstate
(together, our “Transfer Agents”), is novel with respect to our Common Stock Tokens and has been subject to limited
testing and usage.
Each share of Class A common stock has a corresponding Common Stock Token, and the Common Stock Tokens are
maintained by our Transfer Agents. The infrastructure that facilitates peer-to-peer transactions in our Common Stock
Tokens is a novel system and has been subject to only limited testing and usage, which subjects it to the following risks,
including:
•the possibility of undiscovered technical flaws;
•the possibility that cryptographic security measures that authenticate transactions and the distributed ledger could
be compromised;
•the possibility that new technologies or services inhibit access to the blockchain network used by the Common
Stock Tokens; and
•the possibility that our Transfer Agents do not competently manage transfers, potentially disrupting transfers of
Common Stock Tokens.
44
The regulations governing tokenized securities in the United States are evolving and could introduce material costs of
compliance.
Tokenized securities is an ongoing topic of conversation amongst various regulators, including the SEC. As regulators
contemplate additional rules or guidance to help facilitate the issuance and trading of tokenized securities, additional
regulatory requirements could be imposed on the corresponding Common Stock Token that comprises each share of our
Class A common stock. This could include changes to regulations affecting a token holder’s ability to transfer or custody
such Common Stock Tokens in their wallet. While it remains speculative as to how regulators may approach these issues,
there could be significant requirements imposed on either our Transfer Agents or Exodus that may negatively impact token
holders.
Item 1B.Item 1A. Unresolved Staff Comments |
Not Applicable.
Item 1C. Cybersecurity |
that may result in adverse effects on the confidentiality, integrity, and availability of our information systems. Our
cybersecurity risk management program, which is integrated into our overall enterprise risk management program, includes
policies, processes and technologies to assess, identify and manage risks from cybersecurity threats and leverages the
National Institute of Standards and Technology Cybersecurity Framework.
Governance
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. 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.
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. 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. 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.
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.
successful attacks, threats or incidents. For more information on our cybersecurity related risks, see “Item 1A. Risk Factors
Risks Related to Our Business – Our business could be negatively impacted by cybersecurity threats and other
disruptions.”.
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