Exodus Movement redomiciles from Delaware to Texas; enters new indemnification agreements

Exodus Movement, Inc.

Redomestication effective Dec 8, 2025; no change to business, management, assets, liabilities, or trading symbol EXOD.
Each share of Class A and Class B common stock converts 1:1 into Texas corporation shares automatically.
Stockholder rights modified due to shift from Delaware to Texas law; details in Schedule 14C information statement.
Indemnification agreements entered with each director and officer, effective Dec 8, 2025, superseding prior agreements.
Conversion intended to qualify as a tax-free F reorganization under Section 368(a)(1)(F) of the Internal Revenue Code.

item 1.01 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Exodus Movement, Inc. issued securities.

Exact text from the filing

Certain rights of the Company’s stockholders were changed as a result of the Redomestication.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Exodus Movement, Inc.: The company redomesticated from Delaware to Texas, adopting a new Texas charter and Texas bylaws on December 8, 2025 (effective 2025-12-08).

Change: charter amendment
Effective: 2025-12-08

Exact text from the filing

On November 7, 2025, stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas (the “ Redomestication ”) by means of a plan of conversion (the “ Plan of Conversion ”), as described in the Company’s definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on November 17, 2025 (the “ Information Statement ”). Pursuant to the Plan of Conversion, the Company effected the Redomestication on December 8, 2025 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Texas Secretary of State and (iii) a certificate of formation with the Texas Secretary of St

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Exodus Movement, Inc.: New Texas bylaws adopted to reflect the redomestication from Delaware to Texas (effective 2025-12-08).

Change: bylaw amendment
Effective: 2025-12-08

Exact text from the filing

The Company also adopted new bylaws (the “ Texas Bylaws ”) to reflect the Redomestication.

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Exodus Movement, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-314369

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