Exodus Movement, Inc.

Item 1.01 Entry into a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On May 1, 2026, the Company entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Baanx US Corp. (the "Baanx US"), W3C and Howat, pursuant to which the Company acquired all of the issued and outstanding shares of capital stock of Baanx US and agreed to acquire certain other assets from Howat (the "Transaction"). The aggregate purchase price for the Transaction is $30.0 million, payable in installments over a four-year period: $5.0 million of the purchase price is payable upon the completion of the transfer of specified assets (the “Delivery Date”), with an additional $5.0 million payable on the one-year anniversary of the closing, $10.0 million payable on the three-year anniversary of the closing and $10.0 million payable on the four-year anniversary of the closing. The Company will have the option, with the prior written approval of W3C and Howat, to pay all or any portion of the second and third installment payments in the form of shares of Class A Common Stock of the Company. The Purchase Agreement contains certain representations and warranties and covenants as specified therein, including such provisions as are customary for a transaction of this nature. In connection with the Transaction and as set forth in the Purchase Agreement, the parties agreed that effective automatically upon the Delivery Date, (a) the 2025 Stock Purchase Agreement will be terminated, and (b) the Company forgives, cancels and discharges the obligations of Howat under that certain secured, interest-bearing loan in the original principal amount of $10.0 million that was made available by the Company to Howat in connection with the transactions contemplated by the 2025 Stock Purchase Agreement. In connection with the Transaction and as set forth in the Purchase Agreement, the parties also agreed to dismiss with prejudice that certain action filed in the Court of Chancery of the State of Delaware, case captioned, Exodus Movement, Inc. v. Garth Howat and W3C Corp., 2026-0485, and the parties agreed to a mutual and customary release of claims between the parties effective as of the Delivery Date. The foregoing summary of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Purchase Agreement is filed to provide investors with information regarding its terms. The representations, warranties and covenants contained therein were made only for purposes of that agreement and as of specific dates, were made solely for the benefit of the parties thereto, may be subject to qualifications and limitations agreed by the contracting parties, and may be subject to standards of materiality different from those applicable to investors. Accordingly, investors should not rely on those provisions as characterizations of the actual state of facts or condition of the parties.

Item 2.01 Completion of Acquisition or Disposition of Assets. On May 1, 2026, the Company acquired the outstanding shares of Monavate Holdings Limited and Baanx.com Ltd from the Receivers for a purchase price of $76,273,333.30, which is the exact amount of principal and interest outstanding on the W3C Loans, as of April 30, 2026. Other than in respect of the transactions described above, there is no material relationship between or among the Company and its executive officers and directors on the one hand, and the Receivers, W3C and Howat on the other.